END USER LICENSE AGREEMENT

Last Updated: August 9, 2020

PLEASE CAREFULLY READ THIS END USER LICENSE AGREEMENT BEFORE DOWNLOADING OR USING THE SIMPOSI APP. THIS AGREEMENT IS A BINDING CONTRACT THAT GOVERNS THE USE OF THE SIMPOSI APP, EXEMPTS SIMPOSI INC. AND OTHER PERSONS FROM LIABILITY, SPECIFIES THE JURISDICTION FOR RESOLUTION OF DISPUTES AND CONTAINS OTHER IMPORTANT PROVISIONS.

BY DOWNLOADING THE SIMPOSI APP OR CLICKING THE ACCEPT BUTTON, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT DOWNLOAD OR CLICK THE ACCEPT BUTTON AS YOU MAY NOT USE THE APP WITHOUT ACCEPTING THIS AGREEMENT.

This End User License Agreement (“EULA”), together with the Simposi Terms and Conditions (“Terms”), the Simposi Privacy Policy (“Privacy”), the Community Rules & Guidelines and the Simposi Safety Tips govern your use of the Simposi App, including any additional services or support provided to you by Simposi Inc. You may request a copy of this EULA by emailing us at support@simposi.com.

ACCEPTANCE OF EULA

By creating a Simposi account, whether through a mobile device, mobile application or computer (collectively, the “Service”) you agree to be bound by (i) this End User License Agreement, (ii) our Terms & Conditions, Privacy Policy, Community Guidelines and Safety Tips each of which is incorporated by reference into this Agreement, and (iii) any terms disclosed and agreed to by you if you purchase additional features, products or services we offer on the Service (collectively, this “Agreement”). If you do not accept and agree to be bound by all of the terms of this Agreement, please do not use the Service.

We may make changes to this Agreement and to the Service from time to time. We may do this for a variety of reasons including to reflect changes in or requirements of the law, new features, or changes in business practices. The most recent version of this Agreement will be posted on the Service under Settings and also on Simposi.com, and you should regularly check for the most recent version. The most recent version is the version that applies. If the changes include material changes that affect your rights or obligations, we will notify you in advance of the changes by reasonable means, which could include notification through the Service or via email. If you continue to use the Service after the changes become effective, then you agree to the revised Agreement.

ELIGIBILITY

You must be at least 18 years of age to create an account on Simposi and use the Service. By creating an account and using the Service, you represent and warrant that:

you can form a binding contract with Simposi,
you are not a person who is barred from using the Service under the laws of the United States or any other applicable jurisdiction–meaning that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition,
you will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations, and
you have never been convicted of a felony or indictable offense (or crime of similar severity), a sex crime, or any crime involving violence, and that you are not required to register as a sex offender with any state, federal or local sex offender registry.

YOUR ACCOUNT

You are responsible for maintaining the confidentiality of your login credentials you use to sign up for Simposi, and you are solely responsible for all activities that occur under those credentials. If you think someone has gained access to your account, please immediately by emailing support@simposi.com.

GRANT OF LICENSE

Simposi Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use one copy of the Simposi App downloaded directly from Simposi or from a legitimate marketplace (such as the Apple or Google Play stores), solely in object code format and solely for your use for lawful purposes, on a compatible mobile device that you own or control, and permission to access and use the Service and Support Services, solely through the use of a licensed copy of the App. The Simposi App is licensed, not sold, to you and usage is strictly governed herein in this EULA Agreement as well as by our Terms & Conditions, Privacy Policy, Community Guidelines and Safety Tips.

RIGHTS YOU GRANT SIMPOSI

Our license to your Content is subject to your rights under applicable law (for example laws regarding personal data protection to the extent any Content contains personal information as defined by those laws) and is for the limited purpose of operating, developing, providing, and improving the Service and researching and developing new ones. You agree that any Content you place or that you authorize us to place on the Service may be viewed by other members and may be viewed by any person visiting or participating in the Service (such as individuals who may receive shared Content from other Simposi members).

You agree that all information that you submit upon creation of your account is accurate and truthful and you have the right to post the Content on the Service and grant the license to Simposi above.

You understand and agree that we may monitor or review any Content you post as part of a Service. We may delete any Content, in whole or in part, that in our sole judgment violates this Agreement or may harm the reputation of the Service.

When communicating with our customer care representatives, you agree to be respectful and kind. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your account.

In consideration for Simposi allowing you to use the Service, you agree that we, our affiliates, and our third-party partners may place advertising on the Service. By submitting suggestions or feedback to Simposi regarding our Service, you agree that Simposi may use and share such feedback for any purpose without compensating you.

Please be informed that Simposi may access, store and disclose your account information and Content if required to do so by law, by performing its agreement with you, or in a good faith belief that such access, storage or disclosure satisfies a legitimate interest, including to: (i) comply with legal process; (ii) enforce the Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of the Company or any other person.

Simposi reserves the right to investigate and/ or terminate your account without a refund of any purchases if you have violated this Agreement, misused the Service or behaved in a way that Simposi regards as inappropriate or unlawful, including actions or communications that occur on or off the Service.

OWNERSHIP

Simposi Inc and its licensors own and retain all right, title and interest (including copyright, trademark, patent, trade secret and any other intellectual property rights) throughout the world in, to and associated with the Simposi Application. You acknowledge and agree that the Simposi application and all copyright, trademark, patent, trade secret and any other intellectual property rights associated therewith are, and shall remain, the property of Simposi Inc. Furthermore, you acknowledge and agree that the source of the object code and the application and the format, directories, queries, algorithms, structure and organization of the application are the intellectual property and proprietary and confidential information of Simposi Inc and its licensors. All rights not expressly granted under this agreement are reserved to Simposi Inc. and its licensors. You are not authorized to use the Simposi trademarks in any advertising, publicity or in any other commercial manner.

RESTRICTIONS

The Company may investigate and take any available legal action in response to illegal and/ or unauthorized uses of the Service, including termination of your account. Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings.

You agree to use the application strictly in accordance with the terms of this Agreement and shall not:

Use the application in any manner or for any purpose not expressly permitted in this Agreement;
Transfer possession of the application to any other person;
Copy or reproduce the application, except to the extent required to install the application in order to use the application in accordance with this agreement;
License, sublicense, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, publish, transmit, publicly display or perform, distribute, create any interest in, or otherwise give or make available or permit access or use of the application to or for the benefit of any other person with or without charge;
Except as an only to the extent expressly permitted by this agreement or applicable law, make any modification, alteration, change, adaptation, improvement, enhancement, translation, creative derivative works from or based on the application, merge, embed or combine the application with any other software or materials or decomprile, reverse engineer, disassemble, decrypt, convert into human readable format, or otherwise attempt to access or derive the source code of the application;
Remove, alter, attempt to circumvent, destroy, conceal, modify or obscure any proprietary notices;
Use the application for creating a product, service or software that is directly or indirectly competitive with, or in any way a substitute for any services, product or software offered by Simposi Inc.
Use any proprietary informations or interfaces of Simposi Inc. or other intellectual property of Simposi Inc. in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application
Violate any applicable laws, rules or regulations in connection with your access or use of the application;
Authorize, assist or encourage any other person to do any of the foregoing or to use the application in a way that would constitute an infringement of Simposi Inc.’s rights in the application or a breach of this agreement if it were done by you.
You agree to remove the application from any mobile device before you transfer ownership or control of the mobile device to any other person.
use the Service or any content contained in the Service for any commercial purposes without our written consent.
copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Service without Simposi’s prior written consent.
express or imply that any statements you make are endorsed by Simposi.
use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.
use the Service in any way that could interfere with, disrupt or negatively affect the Service or the servers or networks connected to the Service.
upload viruses or other malicious code or otherwise compromise the security of the Service.
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Service.
“frame” or “mirror” any part of the Service without Simposi’s prior written authorization.
use meta tags or code or other devices containing any reference to Simposi or the Service (or any trademark, trade name, service mark, logo or slogan of Simposi) to direct any person to any other website for any purpose.
modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service, or cause others to do so.
use or develop any third-party applications that interact with the Service or other members’ Content or information without our written consent.
use, access, or publish the Simposi application programming interface without our written consent.
probe, scan or test the vulnerability of our Service or any system or network.
encourage or promote any activity that violates this Agreement.

SAFETY AND YOUR INTERACTIONS WITH OTHERS

Simposi uses a meet first, judge later approach and gets straight to the point of meeting people in person. This means you don’t know who you’re meeting until you meet them so make this as safe as possible for our users, we always try to match everyone in groups of four, this way you’re not meeting someone on your own. While Simposi is not responsible for the conduct of any member on or off of the Service we do provide a method for you to report bad behaviour so we can prevent this from happening to other users. You agree to use caution in all in-person interactions with other members. In addition, you agree to review and follow Simposi’s Safety Tips prior to using the Service.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT SIMPOSI INC. DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS MEMBERS. SIMPOSI INC. MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS.

CONSENT TO USE INFORMATION

In the course of using the Simposi Application, data about you and your usage of the app will be captured and stored by Simposi Inc. As detailed in the Privacy Policy, some of this data will be visible by your service provider. You hereby authorize and consent to the collection, storage and use by Simposi Inc or any of its affiliates, as set forth in our Privacy Policy.

INAPPROPRIATE CONTENT

You agree not to post inappropriate content to the Simposi App and acknowledge that Simposi Inc. reserves the right to remove or restrict any and all content, without notice, that does not abide by our Terms & Conditions, Privacy Policy, Community Guidelines and Safety Tips and as set forth in this EULA Agreement. You further agree that by accessing and using third-party content that you may encounter information, materials and subject matter that:

you or others deem offensive, indecent or objectionable;
which may or may not be identified as having explicit language;
that automatically and intentionally appears, as a link or a reference to objectionable material.

Notwithstanding the foregoing, you agree to use third-party content at your sole-risk and that Simposi Inc. and its affiliates shall have no liability to you for information, material or subject matter that is found to be offensive, indecent or objectionable.

PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

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;
a description of where the material that you claim is infringing is located on the Service (and such description must be reasonably sufficient to enable us to find the alleged infringing material);
your contact information, including address, telephone number and email address;
a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, 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.

Notice of claims of copyright infringement should be provided to the Company’s Copyright Agent via email to support@simposi.com, by phone to (+1) 650-642-3110 or via mail to the following address:

Copyright Compliance Department c/o Simposi Inc., 2310 Homestead Rd, Suite C1-116, Los Altos, CA 94024. Simposi will terminate the accounts of repeat infringers.

THIRD PARTY CONTENT, TERMS AND FEES

You acknowledge that the application permits access to outside third-party content and that content posted in the app may be posted by third-parties. You further acknowledge that Simposi Inc. does not investigate, monitor, represent, or endorse third-party content. Furthermore, your access to and use of third-party content is at your sole discretion and risk, and Simposi Inc. or its affiliates shall have no liability to you arising out of or in connection with your access to and use of third-party content. Simposi Inc. hereby disclaims any representation, warranty, or guarantee regarding third-party content, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guarantee regarding the availability, quality, reliability, features, accuracy, completeness or legality of third-party content. You are solely responsible for any purchases made from third-party providers via the Simposi App, including without limitation compliance with any applicable third-party terms, and payment of any applicable third-party fees.

You are solely responsible for your use of the Service on your mobile device, including without limitation compliance with these and any applicable third-party terms, and payment of any applicable third-party fees. Without limiting the foregoing, you are solely responsible for the payment of all applicable fees associated with any carrier service plan you use in connection with your use of the App and the Service (such as voice, data, SMS, MMS, roaming, other applicable fees charged by the Carrier). Accordingly, you should use care in selecting a service plan offered by your Carrier. If your device is lost or stolen, you must notify Simposi immediately to suspend services.

LOCATION-BASED SERVICES

Some of the features of the Simposi Application may enable Simposi Inc. to access your location in order to tailor your experience with certain in-app features which require your location (“Location-Based Services”). In order to use certain Location-Based Services, you must enable certain features of your mobile phone, such as GPS, Wi-Fi, and Bluetooth, which enable Simposi to identify your location through a variety of means, including GPS location, IP address, cell tower location, geo-fencing technology, or detection by physical on-location Wi-Fi or Bluetooth sensors, as available. To the extent your location is collected through Wi-Fi or Bluetooth sensors, such sensors, and the associated data services, may be provided by a third party, and you agree and acknowledge that such third party may access such information for the purpose of providing such data/location services to Simposi. You may be given the option to automatically enable the provision of some Location-Based Services through the App, and to enable or disable such Location-Based Services at any time through the App’s Settings menu. If you choose to disable any Location-Based Services on your device and/or opt out of any Location-Based Services through the App’s Settings menu, you will not be able to utilize certain features of the Simposi Application. By enabling Location-Based Services on your device, you agree and acknowledge that (i) device data we collect from you is directly relevant to your use of the Service, (ii) Simposi may provide Location-Based Services related to and based on your then-current location, and (iii) Simposi may use any such information collected in connection with the provision of Location-Based Services in connection with its provision of the Service. PLEASE NOTE THAT LOCATION DATA MAY NOT ALWAYS BE ACCURATE, AND SIMPOSI INC DISCLAIMS ANY AND ALL WARRANTIES RELATED TO LOCATION-BASED SERVICES.

TERM AND TERMINATION

This EULA will remain in effect until terminated. The EULA, and your rights and licenses hereunder, will terminate immediately upon your breach of the EULA. You may terminate the EULA by uninstalling the App and ceasing all use of the Service. Simposi Inc. may terminate the Service and/or this EULA at any time for any reason, including without limitation any actual or suspected misuse or abuse by you of the App or the Service. The following sections shall remain in effect after this EULA has been terminated: Grant of License, Ownership, Restrictions, Consent to User Information, Modifications, Warranty Disclaimer and Limitation of Liability, Indemnity, Governing Law and Notice Regarding Apple.

You may terminate your account at any time, for any reason, by navigating to your profile settings in the app, however if you use a third party payment account, you will need to manage in-app purchases through such account (e.g., iTunes, Google Play) to avoid additional billing. Simposi may terminate your account at any time without notice if it believes that you have violated this Agreement. Upon such termination, you will not be entitled to any refund for purchases.

Simposi Inc. may terminate your account and/or this EULA at any time for any reason, including without limitation any actual or suspected misuse or abuse by you of the Simposi App or the Service or for violation of Community Rules & Guidelines. The following sections shall remain in effect after your account has been terminated: Grant of License, Ownership, Restrictions, Consent to User Information, Modifications, Warranty Disclaimer and Limitation of Liability, Indemnity, Governing Law and Notice Regarding Apple.

SUPPORT SERVICES

While this EULA remains effective and the applicable support services fee, if any, has been paid, Simposi Inc. will use reasonable commercial efforts to provide the support and maintenance services for the App as provided in the Terms & Conditions, Privacy Policy, Community Guidelines and Safety Tips.

MODIFICATIONS

Simposi Inc. reserves the right, in its sole discretion, to change, modify, add, or remove portions of the App, or to change, modify, add, or remove portions of this EULA at any time by making such modified EULA available to you through the App. The EULA will be identified as of the most recent date of revision and will be effective immediately upon being made available through the App, except as follows: a) in the event any such modification materially alters your rights hereunder, we will attempt to notify you directly through a message sent to the email address you have provided to Simposi, if any, or through a pop-up window or other notification when you access or use the App or the Service, b) such materially modified EULA will be effective upon the earlier of your use of the Service with actual knowledge of the changes or thirty days after the changes are made available to you, and c) no modifications to this EULA will apply to any dispute between you and Simposi Inc. that arose prior to the date of such modification. Your use of the Service after modifications to the EULA become effective constitutes your binding acceptance of such changes. If you are dissatisfied with the terms of the EULA or any modifications thereof, then you agree that your sole and exclusive remedy is to discontinue any use of the Service.

PURCHASES

Generally. From time to time, Simposi may offer products and services for purchase (“in app purchases”) through iTunes, Google Play, carrier billing, Simposi direct billing or other payment platforms authorized by Simposi. If you choose to make an in-app purchase, you will be prompted to confirm your purchase with the applicable payment provider, and your method of payment (be it your card or a third party account such as Google Play or iTunes) (your “Payment Method”) will be charged for the in app purchase at the prices displayed to you for the service(s) you’ve selected as well as any sales or similar taxes that may be imposed on your payments, and you authorize Simposi or the third party account, as applicable, to charge you. If you purchase an auto-recurring periodic subscription through an in-app purchase, your Payment Method will continue to be billed for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing.

Auto-Renewal; Automatic Card Payment

Subscriptions are automatically renewed until you terminate or cancel the subscription. When you purchase a subscription, your Payment Method will continue to be billed monthly in advance within 24 hours of the date of the initial purchase at the price you agreed to when initially subscribing. Your card payment information will be stored and subsequently used for the automatic card payments in accordance with the Agreement.

Objections to a payment already made should be directed to support@simposi.com. If you were billed directly by Simposi or the relevant third party account such as iTunes. You are also be able to object by contacting your bank or payment provider, who can provide further information on your rights as well as applicable time limits.

You may unconditionally withdraw your consent to automatic card payments at any time by going to Settings on Simposi or the relevant third party account, but be advised that you are still obligated to pay any outstanding amounts.

If you want to change or terminate your subscription, you will need to log in to your third party account (or Settings on Simposi) and follow instructions to terminate or cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted the Simposi application from your device. Deleting your account on Simposi or deleting the Simposi application from your device does not terminate or cancel your subscription; Simposi will retain all funds charged to your Payment Method until you terminate or cancel your subscription on Simposi or the third party account, as applicable. If you terminate or cancel your subscription, you may use your subscription until the end of your then-current subscription term, and your subscription will not be renewed after your then-current term expires.

Refunds

Generally, all charges for purchases are nonrefundable, and there are no refunds or credits for partially used periods. We may make an exception if a refund for a subscription offering is requested within fourteen days of the transaction date, or if the laws applicable in your jurisdiction provide for refunds.

For subscribers residing in the EU or European Economic Area, in accordance with local law, you are entitled to a full refund without stating the reason during the 14 days after the subscription begins. Please note that this 14-day period commences when the subscription starts.

To request a refund:

If you subscribed using your Apple ID, refunds are handled by Apple, not Simposi. To request a refund, go to iTunes, click on your Apple ID, select “Purchase history”, find the transaction and hit “Report Problem”. You can also submit a request at https://getsupport.apple.com.

If you subscribed using your Google Play Store account or through Simposi directly: please contact support@simposi.com with your order number for the Google Play Store (you can find the order number in the order confirmation email or by logging in to Google Wallet) or Simposi (you can find this on your confirmation email). You may also mail or deliver a signed and dated notice which states that you, the buyer, are canceling this agreement, or words of similar effect. Please also include the email address or mobile number associated with your account along with your order number. This notice shall be sent to: Simposi, Attn: Cancellations, 2310 Homestead Rd, Suite C1-116, Los Altos, CA 94024, USA.

If you use your right of cancellation (except for purchases made through your Apple ID, which Apple controls), we will refund (or ask Google to refund) all payments received from you, without undue delay and in any case within 14 days of the date when we received notice of your decision to cancel the Agreement. We shall make such a refund using the same means of payment as used by you in the initial transaction. In any case, no fees will be charged to you as a result of the refund.

You cannot cancel an order for delivery of digital content that is not delivered on a physical medium if order processing has begun with your explicit prior consent and acknowledgement that you will thereby lose your right of cancellation. This applies, e.g., to purchases of Virtual Items such as invitations. That means that such purchases are FINAL AND NON-REFUNDABLE.

Pricing

Simposi operates a global business and provides services to a diverse community of members. Our pricing structure may vary by region, length of subscription, bundle size, recent in-app promotions and other factors. We frequently test new features and price points to provide members with increased functionality and payment options should they choose to use them.

WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

THE APP AND THE SERVICE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIMPOSI INC. DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, AND NON-INFRINGEMENT. SIMPOSI INC. EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF LOCATION BASED SERVICES, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE SERVICE, OR THE QUALITY OR CONSISTENCY OF THE SERVICE. SIMPOSI INC. FURTHER DISCLAIMS ANY WARRANTY OR LIABILITY RELATED TO YOUR CARRIER’S NETWORK OR SERVICE. UNDER NO CIRCUMSTANCES WILL SIMPOSI INC. BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF ANY INTERRUPTION OF USE OF THE APP OR SERVICE, FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SIMPOSI INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL SIMPOSI INC.’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS EULA EXCEED THE GREATER OF AMOUNTS PAID BY YOU FOR THE APP OR FIFTY DOLLARS ($50 USD). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

INDEMNITY

You agree to indemnify, defend and hold Simposi Inc. and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of your misuse of the App and the Service, and your violation of this EULA, any applicable law or regulation, or the rights of any third parties related to the use of the Service.

THIRD PARTY SOFTWARE

The Simposi App may be distributed alongside certain third party software (“Third Party Software”) provided under separate license terms (the “Third Party Terms”), as set forth in more detail via the App’s Help menu; should third party terms be used. Your use of such Third Party Software in conjunction with the App in a manner consistent with the terms of this EULA is permitted; however, you may have broader rights under the applicable Third Party Terms and nothing in this Agreement is intended to impose further restrictions on your use of the Third Party Software.

GOVERNING LAW & ARBITRATION

THIS EULA, WHETHER INTERPRETED IN A COURT OF LAW OR IN ARBITRATION, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Simposi Inc. agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for the purpose of litigating all such disputes. As further detailed in the Terms, you agree that all disputes brought under this EULA shall be resolved by binding arbitration. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY AND YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. The Section titled “DISPUTE RESOLUTION AND ARBITRATION” in the Terms sets forth the further details of the dispute resolution and arbitration procedures under this EULA.

DISCLAIMERS

SIMPOSI INC. PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SIMPOSI INC. DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, (B) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, OR (C) THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICE WILL BE ACCURATE.

SIMPOSI INC. TAKES NO RESPONSIBILITY FOR ANY CONTENT THAT YOU OR ANOTHER MEMBER OR THIRD PARTY POSTS, SENDS OR RECEIVES THROUGH THE SERVICE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK.

MISCELLANEOUS

This EULA, the Terms and the other Agreements are the entire agreement between you and Simposi Inc., and supersede any and all prior agreements, negotiations, or other communications between you and Simposi Inc., whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties. You may not export or re-export the App without (a) the prior written consent of Simposi Inc.; and (b) complying with applicable export control laws and obtaining any necessary permits and licenses. In the event that any provision of this EULA is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this EULA; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby. You may not assign this EULA without the prior written consent of Simposi Inc., whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. Simposi Inc. may assign this EULA without restriction and without any notice to you or consent from you. Subject to the foregoing, this EULA shall be binding on the parties and their respective successors and permitted assigns. The failure to exercise, or delay in exercising, a right, power or remedy provided in this EULA or by law shall not constitute a waiver of that right, power or remedy. Simposi Inc.’s waiver of any obligation or breach of this EULA shall not operate as a waiver of any other obligation or subsequent breach of the EULA.

NOTICE REGARDING APPLE

You acknowledge that this EULA is between you and Simposi Inc. only, not with Apple, and Apple is not responsible for the service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the service. In the event of any failure of the service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the service. Apple is not responsible for addressing any claims by you or any third party relating to the service or your possession and/or use of the service, including, but not limited to: (i) product liability claims; (ii) any claim that the service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary of this EULA. You hereby represent and warrant that (i) 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; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

CONTACTING SIMPOSI

The Simposi App and service are offered by Simposi Inc. 2310 Homestead Rd. Suite C1-116, Los Altos, CA 94024. support@Simposi.com.