These Terms of Service (“Terms”) constitute a legally binding agreement (“Agreement”) between you and Simply Homes, Inc., herein referred to as “Simply” or the “Company”, (as defined below) governing your access to and use of the Simply website, including any subdomains thereof, and any other websites through which Simply makes the Services available (collectively, “Site”), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application”) and all associated services (collectively, “Services”). The Site, Application and Services together are hereinafter collectively referred to as the “Site.”
Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Site, you agree to comply with and be bound by these Terms.
Please note: Section 10 of these Terms of Service contains an arbitration clause and class action waiver that applies to all Users. If you reside in the United States, this provision applies to all disputes with Simply. If you reside outside of the United States, this provision applies to any action you bring against Simply in the United States. It affects how disputes with Simply are resolved. By accepting these Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
When these Terms mention “Simply,” “we,” “us,” or “our,” it refers to the Simply, Inc., a Delaware corporation and the company you are contracting with in this Agreement.
1.1 The Site is an online platform that enables users (“Users”) to research, discover, apply for, communicate regarding, and (if approved) obtain Simply’s commercial real estate transaction products or services, and related products and services (the “Purpose”).
1.2 If you choose to use the Site as a User, your relationship with Simply is limited to being an independent user, and not an employee, agent, joint venturer or partner of Simply for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Simply.
1.3 The Site may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Simply is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Simply of such Third-Party Services.
1.4 Due to the nature of the Internet, Simply cannot guarantee the continuous and uninterrupted availability and accessibility of the Site. Simply may restrict the availability of the Site or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Site. Simply may improve, enhance and modify the Site and introduce new Services from time to time.
2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Site or register a Simply account. By accessing or using the Site you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
2.2 Simply may make the access to and use of the Site, or certain areas or features of the Site and/or Simply’s products and Services, subject to certain conditions or requirements, such as completing a verification process or meeting specific quality or eligibility criteria.
Simply reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Site. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect by following the procedure described in the “Term and Termination” section below. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Site will constitute acceptance of the revised Terms.
4.1 Simply may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Site (“User Content”); and (ii) access and view User Content and any content that Simply itself makes available on or through the Site, including proprietary Content and any content licensed or authorized for use by or through Simply from a third party (“Content” and together with User Content, “Collective Content”).
4.2 The Site, Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Site and Content, including all associated intellectual property rights, are the exclusive property of Simply and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Simply used on or in connection with the Site and Content are trademarks or registered trademarks of Simply in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
4.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms or in any other agreement entered into between you and Simply. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Simply or its licensors, except for the licenses and rights expressly granted in these Terms.
4.4 Subject to your compliance with these Terms, Simply grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Site and accessible to you, solely for your personal and non-commercial use.
4.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Site, you grant to Simply a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Site, in any media or platform. Unless you provide specific consent, Simply does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.
4.6 You are solely responsible for all User Content that you make available on or through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Site or you have all rights, licenses, consents and releases that are necessary to grant to Simply the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Simply’s use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
4.7 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates any other Simply policy. Simply may, without prior notice, remove or disable access to any User Content that Simply finds to be in violation of these Terms, or otherwise may be harmful or objectionable to Simply, its Users, third parties, or property.
4.8 Use of the Services may require the use of certain third party products and services (“Third Party Services”). Use of any Third Party Services is at your sole risk and will be governed by separate terms and conditions, separate privacy policies relating to usage of data you may share through the Third Party Services in the course of using the Services, other applicable policies, and may include separate fees and charges. Simply may display content from third parties through the Services or may provide information about or links to Third Party Services. Your interactions with any such third parties, and any terms, conditions, warranties, or representations associated with such interactions, are solely between you and the applicable third parties. Simply is not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such third-party information made available through the Services.
4.9 Simply respects copyright law and expects its Users to do the same. If you believe that any content on the Site infringes copyrights you own, please notify us promptly.
5.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Site. In connection with your use of the Site, you will not and will not assist or enable others to:
5.2 You acknowledge that Simply has no obligation to monitor the access to or use of the Site by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Simply in good faith, and to provide Simply with such information and take such actions as may be reasonably requested by Simply with respect to any investigation undertaken by Simply or a representative of Simply regarding the use or abuse of the Site.
5.3 If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Simply by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
6.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Simply terminate the Agreement in accordance with this section.
6.2 You may terminate this Agreement at any time by contacting us at firstname.lastname@example.org and providing notice of your intent to terminate. You may also contact us at the forgoing address to submit (i) a data access request, pursuant to which we will provide you with confirmation of all personal data currently being stored or otherwise used by us and relating to you, and access to the same; (ii) a data rectification request, pursuant to which we will rectify any incorrect data currently being stored or otherwise used by us and relating to you; and/or (iii) a data deletion request, pursuant to which we will delete all personal data currently being stored or otherwise used by us and relating to you.
6.3 Without limiting our rights specified below, Simply may terminate this Agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address.
6.4 Simply may terminate this Agreement immediately and without notice if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Simply believes in good faith that such action is reasonably necessary to protect the personal safety or property of Simply, its Users, or third parties (for example in the case of fraudulent behavior of a User).
6.5 In addition, Simply may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body; (ii) if you have breached these Terms, applicable laws, regulations, or third party rights; (iii) if you have provided inaccurate, fraudulent, outdated or incomplete information during the Simply account registration, listing process or thereafter; (iv) if Simply believes in good faith that such action is reasonably necessary to protect the personal safety or property of Simply, its Users, or third parties, or to prevent fraud or other illegal activity; (v) for any other bona fide reason determined by Simply in a good faith exercise of its reasonable business judgment:
6.6 When this Agreement has been terminated, you are not entitled to a restoration of your Simply account or any of your User Content. If your access to or use of the Site has been limited or your Simply account has been suspended or this Agreement has been terminated by us, you may not register a new Simply account or access and use the Site through a Simply account of another User.
6.7 If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination to effect the purposes of the Agreement will remain in effect.
If you choose to use the Site or Collective Content, you do so voluntarily and at your sole risk. The Site and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the Services, laws, rules, or regulations that may be applicable to your use of the Site and that you are not relying upon any statement of law or fact made by Simply relating to such use.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
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 Site and Collective Content, your publishing or viewing of any content via the Site or any other interaction you have with other Users whether in person or online remains with you. Neither Simply, its officers, directors, employees and agents, nor any other party involved in creating, producing, or delivering the Site or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Site or Collective Content, or (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Site, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Simply 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 Simply’s aggregate liability arising out of or in connection with these Terms and your use of the Site, or from the use of or inability to use the Site or Collective Content and in connection therewith, exceed the amounts you have paid or owe for use of the Site in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Simply 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.
You agree to release, defend (at Simply’s option), indemnify, and hold Simply and its affiliates and subsidiaries, and their 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 (i) your breach of these Terms, (ii) your improper use of the Site or any Services, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction or use, or (iv) your breach of any laws, regulations or third party rights.
10.1 This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against Simply in the United States (to the extent not in conflict with Section 14).
10.2 Overview of Dispute Resolution Process. Simply is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 10.1 applies: (1) an informal negotiation directly with Simply’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 10). Specifically, the process provides:
10.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Simply each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Simply’s customer service team by emailing us at the contact addresses provided on the Site. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
10.4 AGREEMENT TO ARBITRATE. YOU AND Simply MUTUALLY AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT OR INTERPRETATION THEREOF, OR TO THE USE OF THE SITE, ANY Simply SERVICE OR THE COLLECTIVE CONTENT (COLLECTIVELY, “DISPUTES”) WILL BE SETTLED BY BINDING ARBITRATION (THE “ARBITRATION AGREEMENT”). IF THERE IS A DISPUTE ABOUT WHETHER THIS ARBITRATION AGREEMENT CAN BE ENFORCED OR APPLIES TO OUR DISPUTE, YOU AND Simply AGREE THAT THE ARBITRATOR WILL DECIDE THAT ISSUE.
10.5 Exceptions to Arbitration Agreement. You and Simply each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
10.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
10.7 Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Simply agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in San Francisco County; (c) in any other location to which you and Simply both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
10.8 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
10.9 JURY TRIAL WAIVER. YOU AND Simply ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.
10.10 NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS. YOU AND Simply ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES. FURTHER, UNLESS YOU AND Simply BOTH OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS PARAGRAPH IS HELD UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT WILL BE DEEMED VOID WITH RESPECT TO SUCH DISPUTE.
10.11 Severability. Except as provided in Section 10.10, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
10.12 Changes. Notwithstanding the provisions of Section 3 (“Modification of These Terms”), if Simply changes this Section 10 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Simply in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
10.13 Survival. Except as provided in Section 10.10, this Section 10 will survive any termination of these Terms and will continue to apply even if you stop using the Site or terminate your Simply account.
11.1 We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site (“Feedback“). You may submit Feedback by emailing us, through the Contact section of the Site, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
12.1 If you reside in the United States, these Terms will be interpreted in accordance with the laws of the State of Maine and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 10 must be brought in state or federal court in Portland, Maine, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Portland, Maine.
13.1 By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number, about any product or services offered by Simply. This express consent applies to each such telephone number that you provide to us now or in the future. Calls and messages may incur access fees from your mobile services provider. You understand that you need not provide this consent as a condition of obtaining goods or services from Simply, and that you may decline to provide or revoke your consent at any time by emailing email@example.com or by any other method that reasonably ensures we receive your revocation.
13.2 By providing us with a telephone number, you agree that Simply may record any telephone conversation with you (or any another individual) during any telephone call to or from that number for training purposes, whether or not the call was initiated by you, and whether or Simply disclosed the fact that the call was recorded during the call.
14.2 No joint venture, partnership, employment, or agency relationship exists between you and Simply as a result of this Agreement or your use of the Site.
14.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
14.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
14.5 Simply’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
14.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Simply’s prior written consent. Simply may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
14.7 Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be in writing and given by Simply via email, Site notification, or messaging service (including SMS).
14.8 If you have any questions about these Terms please email us at the firstname.lastname@example.org.