Terms of Service

These Terms of Service ("Terms") form a legal agreement between you ("Customer", "you", or "your") and Simpra, Inc. ("Simpra", "we", "us", or "our") governing your access to and use of the Simpra platform, website, and related services (together, the "Service"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Acceptance of Terms

By creating an account, accessing the Service, or clicking to accept these Terms, you represent that (a) you have read and understood these Terms, (b) you have the legal authority to enter into this agreement on behalf of the entity you represent, and (c) you agree to be bound by these Terms and our Privacy Policy.

If you are using the Service on behalf of an organization, references to "you" include that organization, and you represent that you are authorized to bind the organization.

2. Our Service

Simpra provides a software-as-a-service platform for compliance program management, including policy management, control tracking, evidence collection, risk management, and related functionality. The features and scope of the Service are described at our Product page and may evolve over time.

We may modify, enhance, or discontinue features at our discretion. We will provide reasonable advance notice of any material reduction in functionality of the Service during your subscription term.

3. Account Registration

To use the Service, you must register for an account. You agree to:

Provide accurate, current, and complete information during registration;
Maintain and promptly update your account information;
Keep your login credentials confidential and secure;
Be responsible for all activity that occurs under your account, including the activity of any users you authorize;
Notify us promptly at security@simpra.ai of any unauthorized use of your account.

We reserve the right to suspend or terminate accounts that contain false information, are used in violation of these Terms, or are inactive for an extended period.

4. Acceptable Use

You agree not to:

Use the Service for any unlawful purpose or in violation of any applicable law, regulation, or third-party right;
Attempt to gain unauthorized access to the Service, our systems, or other users' accounts;
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service, except to the extent such restriction is prohibited by law;
Use the Service to transmit viruses, malware, or other harmful code;
Use the Service to send unsolicited communications (spam);
Interfere with or disrupt the integrity, performance, or availability of the Service;
Resell, sublicense, or otherwise make the Service available to third parties, except as expressly permitted;
Use the Service to benchmark, develop, or enhance a competing product.

We may suspend or terminate your access to the Service if we reasonably determine that you have violated these acceptable use restrictions.

5. Payment and Subscription

5.1 Fees

Subscription fees are set out in your order form, quote, or other written agreement with us ("Order"). Unless otherwise specified, fees are billed annually in advance, are non-refundable, and are exclusive of taxes.

5.2 Renewal

Subscriptions automatically renew for successive terms equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal pricing may change; we will provide notice at least sixty (60) days before any material price increase.

5.3 Late payment

Undisputed invoices not paid within thirty (30) days of the due date may accrue interest at 1.5% per month (or the maximum permitted by law, whichever is lower). We may suspend the Service for accounts with overdue balances after providing reasonable notice.

5.4 Taxes

You are responsible for all sales, use, VAT, and similar taxes applicable to your use of the Service, excluding taxes based on our net income.

6. Customer Data

6.1 Ownership

You retain all rights, title, and interest in and to the data, content, and information you or your users provide, upload, or generate through the Service ("Customer Data"). Nothing in these Terms transfers ownership of Customer Data to us.

6.2 License to Simpra

You grant us a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely as necessary to provide the Service, to comply with law, and as described in our Privacy Policy.

6.3 Security

We implement and maintain appropriate technical and organizational security measures designed to protect Customer Data, as further described on our Security page. However, no method of transmission or storage is 100% secure.

6.4 Data processing

If your use of the Service involves the processing of personal data subject to GDPR, CCPA, or similar laws, our processing of such data is governed by our Data Processing Addendum (available on request), which is incorporated into these Terms.

6.5 Data portability and deletion

During your subscription, you may export Customer Data using features we provide. Following termination, we will make Customer Data available for export for thirty (30) days, after which we may delete it in accordance with our data retention practices.

7. Intellectual Property

7.1 Our IP

The Service, including all software, interfaces, designs, logos, trademarks, documentation, and underlying technology, is owned by Simpra and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to access and use the Service during your subscription term, subject to these Terms.

7.2 Feedback

If you provide suggestions, comments, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate Feedback into our products and services, without obligation to you.

7.3 Aggregated data

We may generate anonymized, aggregated data derived from your use of the Service ("Aggregated Data") and use such Aggregated Data for any lawful purpose, including to improve the Service and produce industry benchmarks. Aggregated Data will not identify you or your users.

8. Confidentiality

Each party may disclose confidential business, technical, or financial information to the other ("Confidential Information"). Customer Data is your Confidential Information. The receiving party agrees to (a) protect Confidential Information with the same degree of care as its own confidential information (and no less than reasonable care), (b) use it only to exercise its rights and fulfill its obligations under these Terms, and (c) not disclose it except to personnel, advisors, and contractors with a need to know who are bound by similar confidentiality obligations.

Confidential Information does not include information that is publicly available, was known to the receiving party before disclosure, is independently developed without reference to Confidential Information, or is rightfully obtained from a third party.

9. Warranties and Disclaimers

We warrant that the Service will perform materially as described in our documentation. If the Service fails to meet this warranty, your exclusive remedy is for us to use commercially reasonable efforts to correct the failure; if we are unable to do so within a reasonable time, you may terminate the affected portion of the Service and receive a pro-rata refund of prepaid fees for the unused portion of the term.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. SIMPRA DOES NOT WARRANT THAT USE OF THE SERVICE WILL RESULT IN COMPLIANCE WITH ANY LAW, REGULATION, STANDARD, OR FRAMEWORK; COMPLIANCE IS YOUR RESPONSIBILITY.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO SIMPRA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

These limitations do not apply to: (a) your payment obligations, (b) either party's indemnification obligations, (c) breaches of confidentiality, or (d) liability that cannot be limited under applicable law.

11. Indemnification

11.1 By Simpra

We will defend you against any third-party claim alleging that your authorized use of the Service infringes such third party's intellectual property rights, and we will pay damages and costs finally awarded against you or agreed in settlement. If use of the Service becomes, or in our opinion is likely to become, infringing, we may (a) modify the Service so it is non-infringing, (b) obtain a license allowing continued use, or (c) terminate the affected portion of the Service and refund prepaid fees for the unused portion.

11.2 By Customer

You will defend us against any third-party claim arising from (a) Customer Data, (b) your use of the Service in violation of these Terms or applicable law, or (c) your violation of third-party rights. You will pay damages and costs finally awarded or agreed in settlement.

11.3 Process

The indemnifying party's obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party of the claim, (b) granting sole control over defense and settlement (except that no settlement imposing liability on the indemnified party may be made without its consent), and (c) providing reasonable cooperation.

12. Termination

12.1 Termination for convenience

You may cancel your subscription at any time through your account settings or by contacting us. Unless otherwise specified in your Order, cancellation takes effect at the end of the then-current term, and fees already paid are non-refundable.

12.2 Termination for cause

Either party may terminate these Terms immediately if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice.

12.3 Effect of termination

Upon termination: (a) your right to access the Service ends, (b) you will pay any outstanding fees owed, and (c) we will make Customer Data available for export as described in Section 6.5. Sections that by their nature survive (including ownership, confidentiality, warranty disclaimers, limitation of liability, indemnification, and governing law) will survive termination.

13. Changes to These Terms

We may modify these Terms from time to time. If a change is material, we will provide reasonable advance notice, typically by email to the account administrator or through the Service. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree, your exclusive remedy is to stop using the Service and cancel your subscription.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

15. Contact

Questions about these Terms? Contact us at:

Simpra, Inc.
Email: legal@simpra.ai
General inquiries: sales@simpra.ai