Terms and Conditions

Agreement to Terms

These Terms and Conditions (“Terms”, “Terms and Conditions”) govern your relationship with the Simpli website operated by Simpli Inc., a Delaware corporation (“us”, “we”, or “our”). These Terms apply to your access and use of the Simpli website (usesimpli.com), including all associated subdomains (such as app.simpli.supply and app.usesimpli.com), as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

By accessing or using the Site, you represent and warrant that you have the authority to enter into these Terms and Conditions:

• For yourself personally, binding yourself as an individual, AND
• If accessing or using the Site on behalf of, or for the benefit of, any corporation, partnership, trust, charitable organization, nonprofit entity, or other business or organizational entity, binding that entity or organization.

If you are entering into these Terms and Conditions on behalf of an entity or organization (including but not limited to businesses, charities, nonprofits, foundations, or any other organizational structure), you represent and warrant that you have the legal authority to bind such entity or organization to these Terms and Conditions, in which case the terms “you” or “your” shall refer to both you individually and such entity or organization. If you do not have such authority, or if you do not agree with all of these Terms and Conditions, you must not accept these Terms and Conditions and may not use the Site.

Business Services vs. Website Usage

These Terms govern general use of our website and marketing materials. If you enter into a separate service agreement with Simpli for donation facilitation services, that agreement will govern your business relationship and take precedence over these website Terms.

Business clients who use our donation facilitation platform are subject to separate, comprehensive terms and conditions that cover the specific services, obligations, and protections related to donation processing and coordination.

Intellectual Property Rights

Ownership of Content

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.

Business Model and Technology Protection

Our business model, technology systems, operational processes, and service methodologies constitute proprietary information and trade secrets. You agree not to:

• Reverse engineer, analyze, or attempt to replicate our business model or technology
• Use information from this Site to develop competing services
• Copy our user interface, design elements, or operational methodologies
• Extract data for competitive intelligence purposes

Permitted Use

The Content and Marks are provided “AS IS” for your information and personal use only. No part of the Site may be copied, reproduced, or otherwise exploited for commercial purposes without our express written permission.

User Representations

By using the Site, you represent and warrant that:

• You have the legal capacity and agree to comply with these Terms and Conditions
• You are at least 18 years of age and have reached the age of majority in your jurisdiction
• You are not a minor in any jurisdiction and have full legal capacity to enter into binding agreements
• You will not access the Site through automated or non-human means, except as explicitly permitted
• You will not use the Site for any illegal or unauthorized purpose
• Your use of the Site will not violate any applicable law or regulation
• You will not attempt to reverse engineer our business model, processes, or technology

No Minors Permitted: This Site is intended exclusively for users who are 18 years of age or older. If you are under 18 years of age, you are not permitted to use this Site under any circumstances. We do not knowingly collect information from individuals under 18 years of age.

Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available. As a user of the Site, you agree not to:

• Systematically retrieve data or other content from the Site to create compilations, databases, or directories
• Make any unauthorized use of the Site, including collecting usernames and/or email addresses
• Use the Site to advertise or sell goods and services without our permission
• Circumvent, disable, or interfere with security-related features
• Engage in unauthorized framing of or linking to the Site
• Trick, defraud, or mislead us and other users
• Attempt to impersonate another user or person
• Use any information obtained from the Site to harass, abuse, or harm another person
• Use the Site in a manner inconsistent with applicable laws or regulations
• Engage in screen scraping, data mining, or automated data extraction
• Use automated systems that create excessive server load
• Access the Site if you are under 18 years of age

User Generated Content

When you submit any content to us through the Site, including but not limited to contact forms, feedback, testimonials, comments, or other communications (“User Content”), you grant us a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display such content for the purposes of:

• Responding to your inquiries and providing customer support
• Improving our services and website functionality
• Using testimonials and feedback in our marketing materials (with your consent)
• Complying with legal obligations

You represent and warrant that:

• You own or have the necessary rights to submit the User Content
• Your User Content does not infringe on the rights of any third party
• Your User Content is not false, inaccurate, or misleading
• Your User Content does not contain viruses or other harmful components

We reserve the right to remove any User Content that violates these Terms or that we determine, in our sole discretion, is inappropriate or harmful.

Contact Forms and Communications

By submitting information through our contact forms or other communication methods on the Site, you consent to receive communications from us regarding:

• Responses to your inquiries
• Information about our services that may be relevant to your interests
• Updates about our company and offerings
• Legal notices and important announcements

You may opt out of marketing communications at any time by following the unsubscribe instructions in our emails or contacting us directly.

Third-Party Websites and Content

The Site may contain links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). We are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.

Site Management

We reserve the right, but not the obligation, to:

• Monitor the Site for violations of these Terms and Conditions
• Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions
• Remove or refuse to post any content for any or no reason in our sole discretion
• Terminate or deny access to and use of the Site to any person for any reason
• Modify or discontinue all or part of the Site without notice at any time
• Otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site

Privacy Policy

We care about data privacy and security. Please review our Privacy Policy, which also governs your use of the Site. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions.

Disclaimers

General Information: The information provided on this Site is for general informational purposes only and does not constitute professional advice. We make no representations or warranties about the completeness, accuracy, reliability, or suitability of the information contained on the Site.

No Professional Advice: We do not provide tax, financial, legal, or investment advice. The information on this Site should not be used to make business, financial, legal, tax, or investment decisions. You should consult with qualified tax professionals, financial advisors, and legal counsel before making any decisions based on information found on this Site.

Investment and Business Decisions: This website, including any Investor Portal or investor-related content, should not be used to make investment or purchasing decisions. The information is for general informational purposes only and does not constitute financial, investment, or business advice. Users should not enter into agreements or make decisions based on features or capabilities that may not yet be available.

No Investment Solicitation: Nothing on this website constitutes a solicitation, recommendation, or offer to buy or sell any securities or investments. We are not providing investment advice or acting as an investment advisor. Any securities offerings will be made only through appropriate offering documents and in compliance with applicable securities laws.

Forward-Looking Statements: This Site may contain forward-looking statements about our products, technology, business plans, or financial projections. These statements are based on current expectations and are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied. Past performance does not guarantee future results.

Service Availability: We do not guarantee that the Site will be available at all times or free from errors. We reserve the right to modify, suspend, or discontinue the Site at any time without notice.

Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, OR LOST DATA, ARISING FROM YOUR ACCESS TO OR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR $100.00 USD.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of the Site; (2) breach of these Terms and Conditions; (3) any breach of your representations and warranties set forth in these Terms and Conditions; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site.

Term and Termination

These Terms and Conditions shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION.

We may terminate your use or participation in the Site or delete any content or information that you posted at any time, without warning, in our sole discretion.

Governing Law

These Terms and Conditions and your use of the Site are governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict of law principles.

Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration.

Binding Arbitration

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in New York City, New York, and the arbitral award shall be final and binding upon the parties.

Changes to Terms and Conditions

We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.

Severability and Waiver

Severability: If any provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

Waiver: Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms and Conditions shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.