Terms of Service

1. Definitions

• “Service” means the software and related services that we provide, including updates, maintenance, support, documentation and other functionality made available by the Company to you under these Terms.
• “Customer Data” means all data, content, information or material you upload, enter, transmit, or store via the Service.
• “Subscription Term” means the period during which you have access under a paid or free subscription plan, as specified in your order or account.
• “Authorized Users” means individuals whom you authorize to use the Service under your account (and for whom you are responsible).
• Other defined terms may appear in the body and will be interpreted according to their context.

2. Acceptance & Modifications

By clicking “I Agree”, or by accessing or using the Service, you accept these Terms. We may modify these Terms from time to time. We will post the updated Terms on our website and indicate the “Last updated” date. If you continue to use the Service after such changes, you accept the revised Terms. If you do not agree, you must stop using the Service.

3. Subscription, Payment & Billing

• You agree to pay all fees specified in your subscription plan (monthly, annually or as otherwise agreed).
• Payments are due in advance, unless otherwise specified. Late payments may incur interest or suspension of the Service.
• We reserve the right to change fees upon advance notice; your continued use constitutes acceptance.
• Unless terminated earlier in accordance with these Terms, your subscription will automatically renew for successive terms of the same duration as the initial term, unless you cancel prior to renewal.

4. Scope of Use / License Grant

• Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term, for your internal business purposes.
• You may permit your Authorized Users to access the Service under your account, provided they comply with these Terms and you remain responsible for their use.
• You will not (and will not permit others to):

• • reverse-engineer, decompile or attempt to extract source code;
  • copy, modify, distribute or create derivative works of the Service;

• • circumvent or disable any security or use restrictions;
  • use the Service in a way that violates law or infringes third-party rights.

5. Customer Data, Data Ownership & Backup

• You own all rights, title and interest in and to the Customer Data. You grant us a license to host, process, store and transmit Customer Data in order to provide the Service.
• You are responsible for obtaining all rights or consents necessary for us to process the Customer Data.
• We may create aggregated or anonymized data derived from Customer Data (“Derived Data”) and use it to improve the Service, provided it does not identify you or your users.
• While we perform routine backups, you should maintain your own backup of Customer Data. We are not liable for any loss or corruption of Customer Data unless caused by our negligence or willful misconduct.

6. Data Security, Privacy & Breach Notification

• We will use commercially reasonable administrative, physical and technical safeguards designed to protect the confidentiality, integrity and availability of Customer Data.
• In the event we become aware of a confirmed or reasonably suspected breach of security leading to unauthorized access to Customer Data (“Data Breach”), we will notify you without undue delay and in any event within any time-period required by applicable law.
• The notification will include, to the extent known at the time:
  • the date or estimated date of the incident and the date of discovery;
  • a description of the nature of the Data Breach;
  • the categories of Customer Data involved;
  • the steps we have taken or will take to investigate, contain and remediate the incident;
  • recommendations for you to mitigate potential harm;
  • our contact information for further inquiries.
• You remain responsible for notifying your own users or applicable authorities as required by law.
• Our privacy policy governs our use of personal information.

7. Service Levels & Support

• We will provide the Service in accordance with the applicable service level agreement (“SLA”), if any, attached to your subscription.
• We will provide support as described in our support policy, including response times and escalations.
• Scheduled maintenance periods will be communicated in advance and may be excluded from uptime guarantees.

8. Term & Termination

• These Terms commence on the date you first access the Service and continue for the Subscription Term.
• Either party may terminate the subscription (and/or your account) upon written notice if the other party materially breaches these Terms and fails to cure within 30 days of notice.
• We may suspend or terminate your access if you fail to pay fees or violate the usage rules.
• Upon termination or expiration:
  • your right to access the Service ends;
  • unless otherwise agreed, we may delete your Customer Data following a reasonable retention period;
  • auxiliary obligations (Sections such as 6, 9, 10, 11, 12, 13, 14) survive.

9. Intellectual Property Rights

• Except for the rights explicitly granted herein, we retain all rights, title and interest in and to the Service, our technology, content and documentation.
• You retain ownership of Customer Data and grant us the license set out above.
• If we provide any feedback or suggestions, you grant us a royalty-free, non-exclusive license to use such feedback.

10. Indemnification

• You agree to defend, indemnify and hold the Company and its officers, directors, employees harmless from and against any third-party claims arising from (i) your misuse of the Service, (ii) your violation of these Terms, or (iii) your violation of applicable law.
• We agree to defend, indemnify and hold you harmless from claims alleging the Service infringes or misappropriates a third party’s intellectual property rights, provided you promptly notify us, give us sole control of the defense and reasonably assist us.
• The above indemnity is subject to our limitation of liability.

11. Limitation of Liability

• Disclaimer: The Service is provided “as is” and “as available”, and we disclaim all warranties to the fullest extent permitted by law.
• Liability Cap: Except for liability arising from your breach of Section 4 (Scope of Use), your indemnification obligations (Section 10) or our gross negligence or willful misconduct, our aggregate liability to you will not exceed the total fees you paid to us in the 12-month period immediately preceding the event giving rise to liability.
• Excluded Damages: In no event will we be liable for (i) indirect, incidental, special, punitive or consequential damages, (ii) loss of profits, data or business opportunities, even if advised of the possibility of such damages.

12. Acceptable Use & Prohibited Activities

• You and your Authorized Users agree to use the Service only in compliance with these Terms and applicable law.
• Prohibited activities include (but are not limited to):
  • using the Service to infringe or misappropriate third-party rights;
  • introducing malware or viruses;
  • interfering with or disrupting the Service;
  • attempting to gain unauthorized access to the Service, our systems or other users’ data;
  • reselling the Service or providing it as a service to third parties without our prior written approval.

13. Governing Law, Jurisdiction & Dispute Resolution

• These Terms will be governed by and construed in accordance with the laws of the United States, without regard to conflict of law principles.
• Any dispute arising out of or relating to these Terms will be resolved by mediation in the courts of Pennsylvania.
• The prevailing party is entitled to recover its reasonable attorneys’ fees.

14. General Provisions

• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent; we may assign without consent.
• Entire Agreement: These Terms (plus any order form, SLA and our privacy policy) constitute the entire agreement between you and us regarding the Service.
• Severability: If any provision is invalid or unenforceable, the remainder will remain in effect.
• Waiver: A waiver of any right is only effective if in writing and signed by the party granting it.
• Notices: We may send notices via email to the address you provide; you agree to receive electronic communications.

Thank you for trusting Simple Business Help LLC with your business.

If you have questions about these Terms, please contact us at: support (@) simplebusinesshelp.com