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Symple Terms of Service

Symple, Inc. ("Symple" or "we") provides invoice management, bill processing, and payments software and other related financial tools and services. These offerings are provided by Symple through an application you download to your mobile device (the "Application") and at the Internet site https://www.getsymple.com/ (the "Site" and, together with any related software, tools and services provided in connection with the Application or Site, (the "Symple Service"). Please read carefully the following terms and conditions ("Terms of Service") and our Privacy Policy, which is incorporated herein by reference into these Terms of Service. These Terms of Service govern your access to and use of the Symple Service and all Site Content and constitute a binding legal agreement between you and Symple.

By registering or using any of the Symple Service you agree to be bound by these Terms as well as the terms laid out in the Stripe Connected Account Agreement.

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Symple that you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Symple and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES. Should you haveany questions concerning this Agreement, please contact legal@getsymple.com.

Definitions

"Content" means text, graphics, photos, music, software, audio, video, information or other materials.

"Corporate Member" means a Member that is a company or other legal entity, rather than an individual.

"Symple Content" means Content that Symple makes available through the Site or Symple Service, including any Content licensed to Symple from a third party, but excluding Member Content.

"Member" means a person or entity who completes Symple’s account registration process, as described under "Account Registration" below.

"Member Content" means Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Symple Service

"Site Content" means Symple Content and Member Content.

Modification

Symple reserves the right, at its sole discretion, to modify, discontinue or terminate the Symple Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms of Service or on the Site or Application. By continuing to access or use the Symple Service after we have posted a modification on the Site or Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Symple Service.

Certain portions of the Symple Service may, or may in the future, have different terms and conditions posted on the Site or may require you to agree with and accept additional terms and conditions. Symple may, in its sole discretion, make premium or different applications, software or services available to you that is subject to different terms and conditions and narrower licenses than as set forth therein. If there is a conflict between these Terms of Service and terms and conditions posted for a specific portion of the Symple Service, the latter terms and conditions shall take precedence with respect to your use of or access to that portion of the Symple Service.

Eligibility

By accessing or using the Symple Service you represent and warrant to Symple that: (i) you are of legal age to form a binding contract, or, if you are a minor, you have your parent's permission to use the Symple Service, and your parent has read and agrees to these Terms of Service on your behalf; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service. You also certify that you are legally permitted to use and access the Symple Service and take full responsibility for the selection and use of and access to the Symple Service. These Terms of Service are void where prohibited by law, and the right to access the Symple Service is revoked in such jurisdictions.

Privacy

See Symple Privacy Policy at this link for information and notices concerning Symple’s collection and use of your personal information.

Account Registration

In order to access the Symple Service, you must register to create an account ("Account") and become a Member. When registering with Symple you agree to: (a) provide true, accurate, current and complete information about yourself (or, if applicable, the Corporate Member you represent) as prompted by the Symple Service's registration form or a Symple employee in the course of manually provisioning an account (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Symple Service (or any portion thereof).

You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the Corporate Member you represent) to access or use the Symple Service on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Symple of any unauthorized use of your user ID or password or any other breach of security. Symple cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

If a third party such as an employer, or school gave you your account, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account's usage and profile data, including how and when your account is used; and read or store Content in your account. If you are an individual Registered User of the Service, and the domain of the primary email address associated with your account is owned by an organization and was assigned to you as an employee, contractor or member of such organization, and that organization wishes to establish a commercial relationship with us and add your account to such relationship, then, if you do not change the email address associated with your account, your account may become subject to the commercial relationship between Symple and such organization and controlled by such organization.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, Symple will use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.

Fees and Payment

Signing up for a Symple account is free for Members who register as individuals or Corporate Members. In the event you choose to upgrade to paid services or to provide payment information to Symple after being prompted to do so, you agree to the pricing, payment and billing policies as set forth (a) herein, (b) on the Site and/or (c) if applicable, in a separately executed or accepted purchase order. All fees paid for the Symple Service are non-refundable and non-transferable except as expressly provided in these Terms of Service. All fees and applicable taxes, if any, are payable in United States dollars. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of Symple Service and/or any related transactions (except for taxes assessed on Symple net income or personal property).

If your selected Symple Service package requires a recurring subscription fee, your Symple Service package will automatically renew, unless we terminate it, or you notify us by email (help@symple.com) of your decision to terminate your current Symple Service package. You must cancel any such Symple Service package before it renews in order to avoid billing of subscription fees for the renewal term to your credit card. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.

License granted by Symple

Subject to your compliance with these Terms of Service, Symple grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on your mobile device and run such copies of the Application solely for your own personal or business use.

If you receive any of the items that collectively define the Symple Service from us, its use is governed in one of two ways: If you're presented with license terms that you must accept in order to use the Software, those terms apply; if no license is presented to you, these Terms apply. We reserve all other rights to the Symple Service.

We may automatically check your version of the Application. We may also automatically download to your device new versions of the Application.

Intellectual Property

Symple Service. Symple shall own and retain all right, title, and interest in and to the Symple Service (except for any licensed content and software components included therein). Member agrees not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of the Symple Service or otherwise use the Symple Service in any way that violates the use restrictions contained in these Terms of Service. Symple does not grant to Member any license, express or implied, to the intellectual property of Symple or its licensors. Member further acknowledges and agrees that any information regarding the design, "look and feel", specifications, components, functionality or operation and payment terms and pricing (if applicable) of the Symple Service is considered the confidential and proprietary information of Symple (collectively "Symple Confidential Information").

Member Data. Subject to the section below labeled "Assignment of Certain Member Data", Member shall retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by Member to Symple in connection with its use of the Symple Service and (b) reports and other materials generated by the Symple Service following such transmission (collectively, "Member Data"), provided, however, that Member hereby grants to Symple a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Member's use of the Symple Service solely for purposes of (x) maintaining and improving the Symple Service and (y) providing Member with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding Member's use of the Symple Service compiled by Symple solely for marketing purposes, new product features or distribution to third party research firms.

Assignment of Certain Member Data. Notwithstanding the foregoing, upon your submission of purchase data to a Corporate Member or any other Member, you hereby transfer all right, title, and interest in and to any transferred Member Data to the applicable Corporate Member or Member, provided, however, that such Corporate Member or Member hereby grants to you a worldwide, perpetual, royalty-free, non-exclusive license to maintain and utilize copies of such transferred Member Data (including any expense reports) for personal recordkeeping purposes.

Symple Logos and Designs. Symple's graphics, logos, designs, page headers, button icons, scripts and service names are trademarks or trade dress of Symple in the U.S. and/or other countries. Symple’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without Symple’s prior written permission.

Member Art. Member shall retain all right, title and interest in and to all of Member's logos, promotional graphics and related marketing designs (collectively, the "Member Art"), provided, however, that Member hereby grants to Symple a worldwide, royalty-free, non-exclusive license to use the Member Art, as well as Member's corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing Symple’s products and services to third parties, subject to Member's right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Symple Service ("Feedback"). You may submit Feedback by emailing us at help@getsymple.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of Symple and you hereby irrevocably assign to Symple and agree to irrevocably assign to Symple all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Symple’s request and expense, you will execute documents and take such further acts as Symple may reasonably request to assist Symple to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

General Prohibitions

You agree not to do any of the following:

Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.

Use, display, mirror or frame the Symple Service, or any individual element within the Symple Service, Symple’s name, any Symple trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Symple express written consent; Access, tamper with, or use non-public areas of the Symple Service, Symple's computer systems, or the technical delivery systems of Symple’s providers; Attempt to probe, scan, or test the vulnerability of any Symple system or network or breach any security or authentication measures; Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as of privacy and publicity) of any other use of the Symple Service or staff member of Symple.

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Symple or any of Symple's providers or any other third party (including another user) to protect the Symple Service or Site Content; Attempt to access or search the Symple Service or Site Content or download Site Content from the Symple Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Symple or other generally available third party web browsers; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail or junk messages, spam, chain letters or other form of solicitation (including sending invitations to use the Symple Service to the mobile numbers of people you do not know); Use or disclose any Symple Confidential Information, except as otherwise explicitly set forth herein.

Use any meta tags or other hidden text or metadata utilizing a Symple trademark, logo URL or product name without Symple's express written consent; Use the Symple Service or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Symple Service or Site Content to send altered, deceptive or false source-identifying information; Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Symple Service or Site Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Symple Service; Collect or store any personally identifiable information from the Symple Service from other users of the Symple Service without their express written permission; Impersonate or misrepresent your affiliation with any person or entity; Violate any applicable law or regulation; or Encourage or enable any other individual or entity to do any of the foregoing.

Symple will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Symple may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that Symple has no obligation to monitor your access to or use of the Symple Service, or to review or edit any Member Content, but has the right to do so for the purpose of operating the Symple Service, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Links to Third-Party Websites

The Symple Service may now or in the future contain links to third-party websites, advertisers, services, or resources that are not owned or controlled by Symple. You acknowledge and agree that Symple has no control over and is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, privacy policies, practices, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Symple of such websites or resources or the content, products, practices, privacy policies, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources. Additionally, your dealings with or participation in promotions of any third parties, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that Symple shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. We encourage you to be aware of when you leave the Symple Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. You expressly relieve Symple from any and all liability arising from your use of any third-party website or services or third party content.

Termination and Account Cancellation

If you breach any of these Terms of Service, Symple will have the right to suspend, disable or terminate your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. Symple reserves the right to revoke your access to and use of the Symple Service at any time, with or without cause. In the event Symple terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder. You may cancel your Account at any time by sending an email to help@getsymple.com.

Disclaimers

THE SYMPLE SERVICE AND SITE CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SYMPLE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Symple MAKES NO WARRANTY THAT THE SYMPLE SERVICE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. Symple MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, Symple SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE Symple SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE Symple SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Symple OR THROUGH THE SYMPLE SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE Symple SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SYMPLE SERVICE. YOU UNDERSTAND THAT SYMPLE DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SYMPLE SERVICE, NOR DOES SYMPLE MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SYMPLE SERVICE. SYMPLE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SYMPLE SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SYMPLE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SYMPLE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SYMPLE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Indemnity

You agree to defend, indemnify, and hold Symple, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Symple Service, or your violation of these Terms of Service, including breach of any representations or warranties herein.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SYMPLE SERVICE AND SITE CONTENT REMAINS WITH YOU. NEITHER SYMPLE NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SYMPLE SERVICE OR SITE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SYMPLE SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SYMPLE SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SYMPLE SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SYMPLE SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SYMPLE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SYMPLE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL SYMPLE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SYMPLE SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SYMPLE SERVICE OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO SYMPLE FOR USE OF THE SYMPLE SERVICE OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SYMPLE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SYMPLE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Export Control

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Application, you 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. You also will not use the Application for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

Controlling Law and Jurisdiction

These Terms of Service and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms of Service constitute the entire and exclusive understanding and agreement between Symple and you regarding the Symple Service and Site Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Symple and you regarding the Symple Service.

Assignment

You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Symple’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Symple may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: by Symple (i) via email (in each case to the address that you provide) or (ii) by posting to the Application or Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

General

The failure of Symple to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Symple. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

Contacting Symple

If you have any questions about these Terms of Service, please contact Symple at help@getsymple.com or 152 Lombard St. Suite 304, San Francisco, CA 94117.