End User License Agreement for SimplePlan

EULA Version: 1.0.0

Effective date: August 1, 2024

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SIMPLEPLAN DESKTOP APPLICATION FOR MACOS AND WINDOWS, WEBSITE, AND RELATED SERVICES (COLLECTIVELY REFERRED TO AS "SOFTWARE") PROVIDED BY TUMALO CREEK HOLDINGS, INC DBA SIMPLEPLAN SOFTWARE, LLC DBA SIMPLEPLAN ("COMPANY"). BY USING THE SOFTWARE, YOU ("USER") AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.

1. LICENSE GRANT: The Company grants the User a revocable, non-exclusive, non-transferable, limited license to download, install, and use the Software solely for personal or internal business purposes, strictly in accordance with the terms of this Agreement. This license grant applies to future versions and updates of the Software but is subject to any changes in future amendments of this Agreement, as described in section 15 (Amendments) below.

2. RESTRICTIONS: The User shall not:

License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software in any way.
Modify or make derivative works based upon the Software or Services.
Create Internet "links" to the Software or "frame" or "mirror" any content on any other server or wireless or Internet-based device.
Reverse engineer or access the Software in order to build a competitive product or service, build a product using similar ideas, features, functions, or graphics of the Software, or copy any ideas, features, functions, or graphics of the Software.
Use the Software for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy.
Submit, upload, input, or provide any information or content to the Software that violates any law or the rights of any person or entity, or is illegal, defamatory, obscene, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable or harmful.
Submit, upload, input, or provide any content or information to the Software that would violate the terms of service of third-party providers used by the Software, including OpenAI. The User agrees to comply with all applicable terms and conditions of such third-party providers.
Create more than one SimplePlan account, except in the case of needing an account for each separate, legitimate business which the User is a part of. Company may block the User if the Company deems (at its sole discretion) that User is creating multiple accounts for an illegitimate reason, such as to get additional free tokens.

Company reserves the right to cancel a User's subscription or delete a User's account at any time deemed reasonable by the Company, if the Company determines that the User is in some way violating this Agreement or is otherwise using the Software in a way that is detrimental to the Company.

3. SUBSCRIPTIONS, TOKENS, AND PAYMENTS Subscription pricing is subject to change at the Company's sole discretion. If for any reason the User fails to make a payment by the due date for a subscription or other product/service, we will notify the User about the failed payment so the User can update their payment method. If the User fails to pay any due subscription or other expenses within fifteen days of the payment due date, we the Company reserve the right to cancel the User's subscription.

If for any reason the User fails to make a payment by the due date for a subscription or other product/service, we will notify the User about the failed payment so the User can update their payment method. If the User fails to pay any due subscription or other expenses within fifteen days of the payment due date, we the Company reserve the right to cancel the User's subscription.

4. PRIVACY POLICY: We take the User's information and data protection very seriously. You can read our privacy policy at: https://SimplePlan.ai/privacy. This privacy policy is versioned the same as this Agreement, such that any update to this Agreement warrants that the User read the latest version of the privacy policy referenced here.

5. INTELLECTUAL PROPERTY RIGHTS: The User acknowledges that the Company owns all right, title, and interest in and to the Software, including all intellectual property rights. The User's use of the Software does not grant or convey any rights to the underlying software, or any ownership rights in the Software.

That said, Company makes no claim of ownership or copyright concerning any text generated by the Software. Any text generated by the Software for the User is the property of the User.

User agrees that Artificial Intelligence (AI) service vendors, which the Company relies on to provide AI Services, may use code or information that is submitted by the User while using the Software (whether knowingly or not) to improve its AI model or service.

User agrees that OpenAI, which the Company relies on to provide the Software, may use code or information that is submitted by the User while using the Software (whether knowingly or not) to improve its AI model or service.

6. USER RESPONSIBILITIES: The User agrees to use the Software in compliance with all applicable laws and regulations. As such, the User is responsible for any content or data inputted / submitted in the Software (whether intentional or not) and the consequences of such actions. The User also agrees that any text generated by the Software is not to be considered authoritative or complete. Text generated using the Software is to be considered as incomplete and needing review by the User for copyright infringement and accuracy. The User agrees that they are solely responsible for reviewing text generated, modified, or otherwise produced by the Software.

7. WARRANTY DISCLAIMER: The Software is provided "as is" with all faults, and the Company makes no warranties of any kind, whether express, implied, statutory, or otherwise, including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. LIMITATION OF LIABILITY: In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, security, use, goodwill, or other intangible losses, resulting from the use of the Software.

9. INDEMNIFICATION:

The User acknowledges and agrees that the Software is dependent on text-generating AI services such as OpenAI. As such, the Company makes no representations or warranties about the accuracy, reliability, or completeness of the text generated by the Software. The User agrees that the Company, its officers, directors, employees, and agents shall not be liable for any claims, damages, obligations, losses, liabilities, costs, or debt, and expenses arising from:

the use or the inability to use the text generated by the Software;
any content or text generated by the Software, including but not limited to errors or omissions;
any direct or indirect damages, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if the Company has been advised of the possibility of such damages.
any copyright infringements due to generated text bearing a similarity to existing proprietary text any accidental deletion or corruption of files by the Software
any accidential deletion or corruption of files by the Software

Furthermore, the User agrees to indemnify, defend, and hold harmless the Company and its licensors, including OpenAI, from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with the User's access to, use of, or alleged use of the Software or the generated text.

The User acknowledges and agrees that Company shall not have any obligation to indemnify, defend, or hold the User harmless from and against any and all claims, losses, liabilities, expenses (including attorneys' fees), damages, or demands, resulting from or arising out of the User's use of the Software or Services. This includes, but is not limited to, any claims related to the infringement of intellectual property rights, data loss, or breach of privacy. The User assumes all risk associated with the use of the Software and agrees to bear any and all costs of defense or damages resulting from the use of the Software, including but not limited to any harm to the User or third parties, whether direct or indirect.

10. GEOGRAPHICAL RESTRICTIONS: The User acknowledges that the Software and its related services are designed for compliance with the laws and regulations of the United States of America, and not for global operation. Due to the specific regulatory requirements of the General Data Protection Regulation (GDPR) in the European Union, the Company hereby states that the Software and its related services are not offered within the European Union (EU) and the European Economic Area (EEA).

11. UPDATES AND MAINTENANCE: The Software includes an auto-update feature. When Users launch the app, they will be notified if there is a new version available. By using the Software, the User agrees to receive and install these updates as part of the Software's normal operation.

12. THIRD-PARTY SERVICES: The Software integrates with OpenAI for text generation and Stripe for payment processing. Users are required to comply with the terms of service of these third-party providers.

13. SUPPORT: The Company will provide email support and updates while the User's subscription is active.

14. SYSTEM REQUIREMENTS: The Software is licensed for use only on the following operating system platforms:

MacOS: MacOS 13.0 (Ventura) and above.
Windows: Windows 10 and above.

The Company makes no warranties or guarantees regarding the Software's performance on any unsupported or unlisted platforms, operating system versions, or non-compliant hardware. Installation and use of the Software on unsupported platforms is at the User's own risk and may result in limited functionality, errors, or loss of data.

The Company reserves the right to update or change the supported platforms at any time without prior notice.

15. AMENDMENTS The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, the Company will update the date on this page. If the User has the software installed in their machine, they will be required to accept the updated EULA before the software. Continued use of the Software after amendments to this Agreement constitutes the User's consent to the revised terms.

Outside of the right which the Company has to modify this Agreement at any time, no other amendments or agreements between the two parties shall be made unless explicitly done in writing and signed by both parties.

16. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the User and the Company regarding the use of the Software and Services and supersedes all prior and contemporaneous written or oral agreements between the User and the Company. This Agreement may only be modified, or any rights under it waived, as outlined in section 15 (Amendments) above. No provision of this Agreement shall be waived by any act, omission, or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party.

17. TERMINATION

a. Right to Terminate: This Agreement will remain in effect until terminated by either the User or the Company. The User may terminate this Agreement at any time by ceasing all use of the Software and deleting all copies of the Software in their possession or control. The Company may terminate this Agreement at any time, without notice, if the Company believes that the User has violated any term of this Agreement, or if the Company decides to discontinue the Software or any part thereof.

b. Effect of Termination: Upon termination of this Agreement for any reason, the license granted herein will immediately terminate, and the User must cease all use of the Software and delete all copies of the Software in their possession or control. Sections 5 (Intellectual Property Rights), 7 (Warranty Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 14 (Dispute Resolution), 15 (Governing Law), 16 (Severability) and any other provisions of this Agreement that by their nature should survive termination, will survive termination of this Agreement.

c. No Liability for Termination: The Company will not be liable to the User or any third party for termination of this Agreement or for any termination or suspension of the Software or any part thereof.

d. Data Handling After Termination: The Company may, in its sole discretion, delete or retain any data associated with the User's account after termination. It is the User's responsibility to secure any data they wish to retain beyond the termination of this Agreement.

17. DISPUTE RESOLUTION Before initiating any formal dispute resolution proceedings, the User and the Company agree to attempt to resolve any dispute arising out of or relating to this Agreement informally through negotiation between the parties. This informal negotiation period shall last no less than 30 days from the date either party first sends to the other party a notice of the dispute via email (using the Company's listed email in section 20 below and the User's Software account email). Each party will work dutifully to ensure that the other party has received their email notice.

If the dispute is not resolved through negotiation within 30 days of the start of the negotiation, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Idaho Falls, Idaho, and the language of the arbitration shall be English.

The User and the Company agree that any arbitration shall be limited to the dispute between the Company and the User individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction. Furthermore, the Company retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of the Company’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

18. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the state of Nevada in the United States, without regard to its conflict of law provisions.

The Company does not represent that the Software or any content on it is appropriate or available for use in locations outside of the United States of America, particularly within the EU/EEA. Accessing the Software from territories where its content is illegal or not authorized is prohibited. Users are responsible for compliance with local laws.

To enforce this restriction, the Company may implement measures to prevent access to the Software and its services from within the EU/EEA. Users attempting to access the Software from within these regions agree that their use of the Software is unauthorized and accept full responsibility for compliance with local laws.

19. SEVERABILITYIf any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason by any court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable while maintaining the provision's intent as closely as possible. If such modification is not possible, the provision shall be severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect as if the Agreement had been executed without the inclusion of the invalid, illegal, or unenforceable provision. The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision unless acknowledged and agreed to by the party in writing.

20. CONTACT INFORMATION: If you have any questions about this Agreement, please contact us directly by emailing us at support@simpleplan.ai

BY USING THE SOFTWARE AND SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.