Terms of Service

If you have any questions about these Terms or the Platform, please contact us at:

By using the Platform, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.

In these Terms, the following definitions apply:

• "Account" means a registered account that enables a person to access and use the Platform.
• "Authorized User" means your employees, consultants, contractors, and agents who are authorized by you to access and use the Platform under your Account and who have agreed to comply with these Terms.
• "Customer Data" means all data, information, and materials that you or your Authorized Users upload, submit, post, create, transmit, store, or display on or through the Platform.
• "Documentation" means Simporter's user guides, documentation, and other materials made available by Simporter that describe the features, functionality, or operation of the Platform.
• "Intellectual Property Rights" means all intellectual property rights throughout the world, including copyrights, patents, mask work rights, trademarks, service marks, trade secrets, know-how, and any other proprietary rights.
• "Subscription" means the right granted by Simporter to you to allow your Authorized Users to access and use the Platform in accordance with these Terms.

a. Account Creation. To access the Platform, you must register for an Account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. Simporter reserves the right to suspend or terminate your Account if any information provided proves to be inaccurate, not current, or incomplete.

b. Account Credentials. You are responsible for safeguarding your Account credentials and for all activities that occur under your Account, regardless of whether such activities are undertaken by you or a third party. You agree to notify Simporter immediately of any unauthorized access to or use of your Account. Simporter will not be liable for any loss or damage arising from your failure to comply with this section.

c. Authorized Users. You may permit Authorized Users to access and use the Platform through your Account, provided that:

• You ensure that each Authorized User complies with all applicable terms of these Terms;
• You are responsible and liable for all actions and omissions of your Authorized Users;
• You promptly notify Simporter if you become aware of any violation of these Terms by an Authorized User and cooperate with Simporter to terminate such Authorized User's access to the Platform;
• You ensure the security and confidentiality of each Authorized User's login credentials; and
• Each Authorized User maintains a separate set of login credentials and does not share access with any other individual.

a. Subscription Plans. Simporter offers various Subscription plans with different features, limitations, and pricing. The specific features and limitations of your Subscription will be specified during the registration process or in a separate order form or agreement between you and Simporter. Simporter reserves the right to modify its Subscription plans, features, and pricing at any time, with notice to current subscribers.

b. Payment Terms. You agree to pay all applicable fees for your Subscription as specified during the registration process or in a separate order form. Unless otherwise specified:

• All fees are quoted and payable in U.S. dollars;
• Payment obligations are non-cancelable, and fees paid are non-refundable;
• Simporter may change the fees for any Subscription upon thirty (30) days' notice prior to the start of a renewal term; and
• You are responsible for providing complete and accurate billing and contact information and for notifying Simporter of any changes to such information.

c. Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, including without limitation value-added tax and withholding taxes. You are responsible for paying all such taxes, levies, or duties associated with your purchases, excluding taxes based on Simporter's net income.

d. Renewal and Cancellation. Unless otherwise specified, your Subscription will automatically renew for successive periods equal to your initial Subscription term unless either party provides notice of non-renewal at least thirty (30) days before the end of the then-current Subscription term. You may cancel your Subscription at any time by providing written notice to Simporter, but no refunds will be provided for any unused portion of your Subscription term.

e. Free Trials. Simporter may offer free trials of the Platform. Simporter reserves the right to modify or terminate any free trial offer at any time without notice. At the end of a free trial period, you may be required to purchase a Subscription to continue using the Platform.

a. Compliance with Laws. You agree to use the Platform in compliance with all applicable laws, regulations, and third-party rights. You are solely responsible for ensuring that your use of the Platform complies with all applicable laws, including without limitation laws relating to data privacy, data protection, and export control.

b. Prohibited Activities. You agree not to, and will not allow or encourage Authorized Users or any third party to:

• Use the Platform to transmit, store, or distribute any material that is defamatory, harassing, abusive, fraudulent, obscene, threatening, or otherwise unlawful;
• Use the Platform to violate the privacy or infringe the rights of any third party, including without limitation intellectual property rights;
• Use the Platform to store or transmit malicious code, viruses, or any other harmful computer code, files, scripts, agents, or programs;
• Interfere with or disrupt the integrity or performance of the Platform or third-party data contained therein;
• Attempt to gain unauthorized access to the Platform or its related systems or networks;
• Access the Platform in order to build a competitive product or service or copy any features, functions, or graphics of the Platform;
• Use the Platform to perform benchmark tests or other comparative analyses without Simporter's express written consent;
• Remove or obscure any proprietary notices from the Platform;
• Use the Platform in a manner that exceeds reasonable use limits or creates an unreasonable burden on Simporter's infrastructure; or
• Use the Platform in any manner not expressly permitted by these Terms.

c. Suspension. Simporter reserves the right to suspend access to the Platform if Simporter reasonably believes that you have violated or acted inconsistently with these Terms or that you have engaged in fraudulent, deceptive, or illegal conduct. Simporter will use commercially reasonable efforts to provide notice prior to any such suspension when practicable.

a. Ownership of Customer Data. As between you and Simporter, you own all right, title, and interest in and to Customer Data. You grant Simporter a non-exclusive, worldwide, royalty-free license to use, copy, transmit, store, analyze, and display Customer Data solely to the extent necessary to provide and maintain the Platform, as described in our Privacy Policy.

b. Responsibility for Customer Data. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. You represent and warrant that: (i) you have all rights, permissions, and consents necessary to enable Simporter to use Customer Data as contemplated by these Terms and to provide the Platform to you; and (ii) no Customer Data will violate or infringe any third-party rights or applicable laws.

c. Data Security. Simporter will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data. Simporter's current security practices are described in our Security Policy. However, you acknowledge that no system can be completely secure and that despite our efforts, there is always a risk of unauthorized access to or use of Customer Data.

d. Data Backup. While Simporter performs regular backups of the Platform and its content, you are responsible for maintaining independent backups of any Customer Data that you cannot afford to lose.

e. Data Processing. To the extent Customer Data includes personal data that is subject to the EU General Data Protection Regulation (GDPR) or other applicable data protection laws, the parties agree that you are the data controller and Simporter is the data processor, and that Simporter will process such personal data in accordance with your instructions and applicable law. The parties agree to enter into an appropriate data processing agreement if required by applicable law.

a. Simporter's Intellectual Property. The Platform and all content, features, and functionality thereof (including but not limited to all information, software, text, displays, images, video, audio, and the design, selection, and arrangement thereof), are owned by Simporter, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms do not grant you any right, title, or interest in the Platform, its content, or Simporter's trademarks, logos, or other proprietary information.

b. Limited License to Use Platform. Subject to these Terms, Simporter grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the Subscription term solely for your internal business purposes.

c. Restrictions. Except as expressly permitted by these Terms or applicable law, you may not:

• Modify, copy, or create derivative works based on the Platform;
• Frame or mirror any part of the Platform;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Platform;
• Access the Platform to build a similar or competitive product or service; or
• License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit or make the Platform available to any third party.

d. Feedback. If you provide Simporter with any suggestions, comments, or other feedback regarding the Platform ("Feedback"), you grant Simporter a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose without restriction or compensation to you. Simporter will have no obligation to implement any Feedback or correct any issues identified in the Feedback.

a. Definition. "Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

b. Non-Disclosure and Use Restrictions. The Receiving Party will: (i) protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) not use any of the Disclosing Party's Confidential Information for any purpose outside the scope of these Terms; and (iii) limit access to the Disclosing Party's Confidential Information to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those in these Terms.

c. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid order of a court or governmental authority, provided that the Receiving Party gives the Disclosing Party prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure or seek a protective order.

a. Term. These Terms will commence on the date you first accept these Terms or access the Platform, whichever is earlier, and will continue until your Subscription expires or is terminated as provided herein.

b. Termination for Breach. Either party may terminate these Terms and your Subscription if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice of such breach. Simporter may terminate these Terms and your Subscription immediately if you breach any of the terms relating to Simporter's intellectual property rights or confidential information.

c. Effect of Termination. Upon termination or expiration of these Terms for any reason:

• All rights granted to you under these Terms will immediately terminate;
• You must immediately cease all use of the Platform;
• Simporter may delete or archive Customer Data in accordance with its standard data retention policies; and
• Any amounts owed to Simporter under these Terms will become immediately due and payable.

d. Survival. The provisions of these Terms that by their nature should survive termination or expiration will survive, including without limitation provisions relating to intellectual property, confidentiality, disclaimer of warranties, limitation of liability, indemnification, and dispute resolution.

e. Post-Termination Assistance. Upon request made within thirty (30) days following termination or expiration of these Terms, Simporter will make Customer Data available to you for export or download. After such 30-day period, Simporter will have no obligation to maintain or provide any Customer Data and may thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless prohibited by applicable law.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. SIMPORTER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SIMPORTER DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OR THAT THE PLATFORM WILL OPERATE IN THE COMBINATIONS THAT YOU MAY SELECT. SIMPORTER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM LIMITATIONS, DELAYS, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SIMPORTER OR ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SIMPORTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMPORTER'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS PAID BY YOU TO SIMPORTER UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

a. By You. You will defend, indemnify, and hold harmless Simporter and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Platform; (ii) Customer Data; (iii) your violation of these Terms; or (iv) your violation of any rights of a third party.

b. By Simporter. Simporter will defend, indemnify, and hold you harmless from and against any third-party claim that the Platform as provided by Simporter infringes or misappropriates any U.S. intellectual property right, provided that you: (i) promptly notify Simporter in writing of the claim; (ii) grant Simporter sole control over the defense and settlement of the claim; and (iii) provide Simporter with all reasonable assistance, at Simporter's expense. If the Platform becomes, or in Simporter's opinion is likely to become, the subject of an infringement claim, Simporter may at its option and expense: (A) procure for you the right to continue using the Platform; (B) modify the Platform to make it non-infringing; (C) replace the Platform with a non-infringing functionally equivalent; or (D) terminate these Terms and refund any prepaid, unused fees for the remainder of the Subscription term. Simporter will have no liability under this section for any claim arising from: (1) modification of the Platform by any party other than Simporter; (2) combination of the Platform with other products, processes, or materials not provided by Simporter; or (3) your use of the Platform other than in accordance with these Terms or the Documentation.

c. Exclusive Remedy. This Section 11 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this section.

a. Informal Resolution. Before filing a claim against the other party, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in Section 14. If a dispute is not resolved within 30 days of notice, either party may bring a formal proceeding.

b. Agreement to Arbitrate. You and Simporter agree to resolve any claims relating to these Terms or the Platform through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Bentonville, Arkansas, or another location mutually agreed upon by the parties.

c. Exceptions. Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) file suit in a court of law to address an intellectual property infringement claim.

d. No Class Actions. YOU AND SIMPORTER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

e. Governing Law. These Terms and any disputes arising out of or related to these Terms or the Platform will be governed by the laws of the State of Arkansas, without regard to its conflict of laws rules.

Simporter reserves the right to modify these Terms at any time by posting the modified Terms on the Platform or by notifying you directly. Your continued use of the Platform after the effective date of any modification to these Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform. All modifications to these Terms will be effective immediately upon posting or notification, except that for existing subscribers, material changes will be effective thirty (30) days after posting or notification unless otherwise stated in the notice.

a. Entire Agreement. These Terms, together with any order forms, constitute the entire agreement between you and Simporter regarding the Platform and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning their subject matter.

b. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.

c. No Third-Party Beneficiaries. These Terms do not confer any rights, benefits, or remedies upon any person or entity other than the parties and their respective successors and permitted assigns.

d. Notices. All notices under these Terms must be in writing and will be deemed given: (i) upon receipt when delivered personally; (ii) upon written verification of receipt from overnight courier; (iii) upon verification of receipt of registered or certified mail; or (iv) upon verification of receipt via email, provided that the notice is also sent by another method provided herein. Notices to Simporter should be sent to the address listed in Section 15, with a copy to legal@simporter.com. Notices to you will be sent to the address or email that you provided during the registration process.

e. Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

f. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

g. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Simporter's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. Simporter may assign or transfer these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Simporter's business, equity, or assets; or (iii) a successor by merger. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.