If you are entering into this Agreement on behalf of a legal entity, you represent and warrant that you are authorized to bind such legal entity to the terms of this Agreement, and the terms used to describe you under this Agreement shall apply to the legal entity. If you are not authorized by the legal entity to bind it, you may not agree to the terms and conditions herein and do not access our Services (as defined below).
You may not access our Services if: (a) you are a direct competitor of Simpool, except with our prior written consent; or (b) you accept this Agreement for analyzing and testing its availability, performance or functionality, or for any other competitive purposes and not for legitimate internal commercial use of you or your organization.
BY SIGNING THE APPLICABLE IO AND ACCESSING OUR SERVICES YOU ARE CONSENTING TO THIS AGREEMENT AND YOU CONFIRM THE COMPLETE CORRECTNESS OF THE REPRESENTATIONS AND WARRANTIES IN THE PARAGRAPH ABOVE.
Simpool reserves the right to modify, discontinue or terminate the Services or part thereof, or modify this Agreement at any time, without prior notice. Any update to this Agreement will be posted on our site at www.Simpool.com. It is your responsibility to visit our site and review this Agreement from time to time to check for updates. If at any time you do not accept and/or approve changes to the Agreement, your sole recourse is to cease use of our Services.
When you register to the use our Services, you will be required to open an account (the “Account”). In this regard, you agree: (a) to keep your any Account information (such as your Account password) secure and confidential; (b) not to permit others to use your Account; (c) not to transfer or assign your Account’s details or access information to a third party. You are solely responsible for actions taken on your Account and Simpool will not be liable for any loss or damage arising from any unauthorized use of your Account or any other breach of security relating to the Account. On becoming aware of any unauthorized use and/or breach of your Account you should immediately notify us in writing. The Account is to be used on one device only, and your hereby expressly agree and acknowledge this limitation, a breach of which constitutes a material breach of this Agreement.
- Definitions. The following capitalized terms shall have the meaning ascribed to them herein: (a) “API” is the application programming interface and associated protocols licensed to you in connection with the Services, which, when installed on your Platform, enables access to certain pre-defined Data available on your Platform, which will be used by Simpool to provide the Output; (b) “Applicable Privacy Laws” means all laws, regulations and directive relating to personal data protection, privacy or databases, including, without limitation, relating to data collection, processing, storage, use, transfer or destruction, that are in effect in any applicable jurisdiction, and including, without limitation the EU General Data Protection Regulation (Regulation 2016/679); (c) “Claims” means any claims, suits, demands and actions brought or tendered for defense or indemnification; (d) “Confidential Information” is non-public information of Simpool, regardless of the manner in which it is furnished, and which, given the totality of the circumstances, a reasonable person or entity does or should have reason to believe is proprietary or confidential; (e) “Data” means User data available on the Platform, which includes such data that is necessary for the provision of the Services; (f) “Fraudulent Activity” means initiating or using the API and/or the Services in a way that: (i) violates applicable laws or regulations; (ii) violates this Agreement; (iii) is hacking or phreaking; (iv) contains viruses, worms, Trojan horses, or any other computer code, files or programs designed to interrupt, hijack, malware, spyware, spam-ware, destroy, limit or adversely affect the functionality of any computer software, mobile device, hardware, network or telecommunications equipment; or (v) uses or employs any misleading, fraudulent or inappropriate practices that are intended to deceive; (g) “Intellectual Property Rights” means all rights existing from time to time under patent law, copyright law (including moral rights), semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations and reinstatements thereof, now or hereafter in force and effect worldwide; (h) “IO” is a mutually agreed insertion order that incorporates this Agreement, and contains terms of the Services that are specific to you; (i) “Output” means the ouput of the Services as provided through the game growth simulation dashboard and game economy simulation and prediction dashboard; (j) “Platform” is your proprietary owned and/or licensed technology, website or application, as indicated in your Account and/or in your IO, with respect to which the Services are provided; (k) “Prohibited Activity” means Fraudulent Activity and any activity that encourages conduct that is or may be deemed as: (i) a criminal offense or could give rise to civil liability, or violates any applicable law, regulation or order of any court or tribunal; (ii) adversely affecting public or private infrastructure or equipment; or (iii) infringing upon any third party right, including, Intellectual Property Rights; (l) “Services” means the processing of Dåata by Simpool by means of its proprietary software product, which automates the monitoring and prediction of game economy KPI, based on multiple random dimensions; and (m) “Users” means your Platform end users.
- Our Services. Subject to the terms and conditions of this Agreement, we will provide you with the Services by (i) granting you a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable right and license to install the API on your Platform, where the installation and use of such API shall be solely in accordance with written guidelines and instructions provided to you by Simpool. After the API is installed, enabling us to access the Data on the Platform, we will enable you to review the Output generated through the Services on the special online dashboard available through your Account.
- Your Undertakings. You may not use, copy, modify, display, sublicense or assign the API, the Services or any part of the foregoing to any third party. You may not engage in any Fraudulent Activity in connection with the Services provided to you hereunder, and shall not allow any third parties to engage in the same. You also undertake that you will not make any modifications or adaptations to the API and/or the Services, or to any part thereof, nor merge it with any other programs, services or materials without our prior written authorization, nor use the API or the Services, or any part thereof, to create any derivative works. You may not derive or attempt to derive proprietary information from the API, the Service or any part thereof through disassembly, decompiling, reverse engineering or through any other means, nor will you allow any third party to do the same. You will use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the API, and in the event of any such unauthorized access or use, you undertake to promptly notify Simpool. You acknowledge that any feedback provided by you to Simpool in connection with your use of the Services (the “Feedback”) may be freely used by Simpool to improve or enhance its Services, and you agree that all rights in such Feedback shall vest solely with Simpool and can be used by us without any payment, royalty or compensation to you or to any third party.
- Proprietary Matters. As between the parties: (i) Simpool retains all right, title and interest in and to the Services, the API, the Feedback, including all Intellectual Property Rights in all of the foregoing; and (ii) you retain all right, title and interest to your Platform, Data and Output, including Intellectual Property Rights therein. The above is without prejudice to your right to use the Service subject to the terms and conditions of this Agreement and subject to payment by you of the applicable fees.
- Fees and Taxes
- As a condition to receipt of Services and the API as set forth in this Agreement, you shall pay the fees set forth in your respective IO on such terms as specified therein.
- All fees stated in the IO exclude value added tax, service tax or any other applicable taxes that may be imposed in connection with the provision of the Services to you. If our fees are subject to withholding of income taxes or similar deductions, to the extent required by applicable law, you shall promptly notify us of such requirement and shall withhold such tax in accordance with a certificate of withholding provided by us, or in the absence thereof, in accordance with applicable law.
- Your Representations, Warranties and Obligations
- You shall be responsible for ensuring that any Data which is provided by you to Simpool, or to which Simpool is granted access through the API, does not contain any personal data, as defined under Applicable Privacy Laws. To the extent that you require, commission or authorize Simpool to process any Data that contains personal data, then you shall furnish Simpool with an applicable data processing addendum (the terms of which are to be negotiated in good faith between the parties) and Simpool shall process such personal data on your behalf, subject to your reasonable instructions that shall be in compliance with Applicable Privacy Laws. In the event that no such separate data processing addendum is provided by you, then the provision of Section 5.4 below shall govern.
- To the extent that any Users’ personal Data is disclosed, directly or indirectly, by you to Simpool in connection with this Agreement, Simpool.io will process such personal Data on your behalf solely for the purpose of providing the Services and fulfilling our other obligations under this Agreement, subject to your instructions. Simpool shall comply with all Applicable Privacy Laws applicable to it in its role as ‘data processor’ (as such term is defined therein). The subject matter and purposes of the processing of all Data are as contemplated in this Agreement. Simpool undertakes to employ appropriate measures to protect the privacy of the personal data and not to further transfer the personal data to any other entity or person, except in accordance with Applicable Privacy Laws. We will not use subcontractors in processing your personal data, absent your prior written approval in each instance. Simpool will implement appropriate measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. Simpool will immediately inform you of any security breach of which it becomes aware in connection with the personal data that it processes on your behalf. Simpool will use commercial efforts to mitigate any security breach and prevent its recurrence. The parties will jointly cooperate in good faith on issuing any statements or notices regarding such breaches. Simpool will provide you with prompt notice of any request it receives from authorities to produce or disclose personal data it has processed on your behalf, so that you may contest or attempt to limit the scope of production or disclosure request. The duration of processing that Simpool performs on personal data shall be for the period during which Simpool provides the Services to you. Upon your written request, Simpool will either delete or return the personal data it has processed on your behalf under this Agreement from its own systems and upon your written request, and, upon your express request, we will also provide you written confirmation that any such personal data provided by you to Simpool has been deleted pursuant to this section. The foregoing in this section 5.4 shall be subject to the provisions of Applicable Privacy Laws, as may be updated from time to time. Any such updates shall be deemed incorporated herein automatically without the necessity of updating the Agreement.
- Term and Termination
- This Agreement will continue for the duration of the term specified in the IO (the “Term”). Either party may terminate this Agreement upon sixty (60) days prior written notice, for any reason without liability. We may also terminate this Agreement immediately, if you: (i) breach any of your obligations, representations and/or warranties herein and do not cure such breach within five (5) days of receipt of written notice thereof, or (ii) become insolvent or make any assignment for the benefit of creditors, or have any petition under bankruptcy, insolvency or administration law filed against you, or have a trustee, administrator or receiver appointed for a material portion of your business or assets. If you become subject to any of the foregoing events, you are to provide us with written notification thereof without delay. We may immediately block your access to your Account, temporarily or permanently suspend your Account or terminate this Agreement forthwith, and enforce any other rights remedies that may be available to us under this Agreement or under applicable law, if you engage in any acts prohibited by this Agreement.
- Upon the termination of this Agreement, for any reason: (a) all your rights and licenses granted herein, and your right to use or access the Services and/or the API, shall terminate immediately; (b) you must promptly remove and delete the API from your Platform; (c) your access to the your Account will be blocked; and (d) you shall promptly return or destroy our Confidential Information. Any provisions of this Agreement that by their nature are intended to survive the expiration of termination hereof, shall so survive (including, without limitation, all provisions hereof related to safeguarding Confidential Information of the other party).
- Our Warranties and Liability
- The API and the Services provided to you by us under this Agreement are provided on an “AS-IS” basis. Except as expressly provided in this Agreement, we make no other warranty of any kind, express, implied, statutory or otherwise, including, without limitation, warranties of merchantability, fitness for a particular purpose, warranties of non-infringement or those arising in the course of or connected to the performance hereunder, and we expressly disclaim any such warranties. Furthermore, we do not represent or warrant that: (a) the Services provided to you under this Agreement will be uninterrupted, error free, free of viruses, worms, or any other harmful components or program limitations or non-infringement; or that (b) you will profit or derive any economic benefit from your use of the Services or the API (or any ancillary services) provided to you under this Agreement. In jurisdictions which do not allow the exclusion of certain warranties, one or more of the above exclusions may not apply.
- IN NO EVENT WILL SIMPOOL AND/OR OUR ITS AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNEES (COLLECTIVELY, THE “SIMPOOL GROUP”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUES AND ANY DAMAGES FOR THE USE OR INABILITY TO USE OUR SERVICES AND/OR API AND/OR THE OUTPUT, OR ANY DAMAGES PERTAINING TO LOST DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT THE SIMPOOL GROUP WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT SHALL THE SIMPOOL GROUP’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO SIMPOOL IN THE 12 MONTHS IMMEDICATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE USE OF THE API AND/OR THE SERVICES OFFERED BY US UNDER THIS AGREEMENT AND/OR IN CONNECTION THEREWITH IS ENTIRELY AT YOUR OWN RISK.
- Indemnification. You shall defend, indemnify and hold harmless the Simpool Group from and against any and all Claims threatened, asserted or filed, brought or made by any person against the Simpool Group arising from: (a) your use of the Services and/or the API provided to you by Simpool under this Agreement; (b) your breach or alleged breach of any warranty, representation or obligation made by you under this Agreement; (c) your violation of any person’s rights, including Users’ right of privacy or data protection; and (d) Users’ use of your Platform.
- Confidentiality. During the Term and thereafter, you agree that you shall not disclose or use the Confidential Information without our prior written consent. You agree to take reasonable steps, at least substantially equivalent to the steps you take to protect your own Confidential Information, during the Term and for a period of 7 years thereafter to prevent the disclosure of the Confidential Information other than to your employees, who must have access to such Confidential Information to perform your obligations or exercise your rights hereunder.
- Miscellaneous. (a) this Agreement is governed by the laws of the State of Israel, without regard to its conflict of laws provisions. Both parties agree to submit to the exclusive jurisdiction and venue of the competent courts located in Tel Aviv-Jaffa, Israel with respect to any disputes arising hereunder; (b) the parties are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency or other relationship between the parties; (c) no failure or forbearance by a party to enforce any of its rights under this Agreement or insist upon performance of the other party’s obligations under this Agreement will be deemed a waiver of such rights or obligations to any extent, and no waiver by either party of any default or breach of the Agreement will constitute a waiver of any other or subsequent default or breach; (d) the headings appearing in this Agreement are inserted solely as a matter of convenience and shall not affect the construction or interpretation of this Agreement in disregard of the substantive content of such provisions; (e) this Agreement may be amended, modified or superseded, only by a written instrument signed by the parties hereto; (f) you may not assign your rights and obligations under this Agreement, or any part hereof, to any third party or to any affiliate, without our prior written consent; and (g) all notices required or permitted under this Agreement shall be in English and in writing. Notices shall be delivered as follows: (1) to us – by e-mail, registered or certified mail (postage prepaid) or by overnight courier service, at the address set forth on the Simpool website or in the applicable IO, and (2) to you – by e-mail to address associated with your Account. A notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon verification of receipt via e-mail, (iii) within one (1) business day of being sent by overnight courier, or (iv) within five (5) business days of being sent by registered or certified mail. For purposes of the foregoing, you agree that we may rely upon the e-mail address you provided as part of your Account.
If you have any questions (or comments) concerning the Agreement, please contact us at: firstname.lastname@example.org
Last modified: January 10th, 2022