Terms & Conditions

1. VALIDITY OF GENERAL TERMS AND CONDITIONS

These Terms and Conditions (the “Terms and Conditions” or these “Terms”) constitute a legally binding agreement between you (“Customer” or “you”) and Todor-X Innovation and its affiliated entities (collectively referred to hereafter as “e-SIMple”) and govern your use of our products, services, mobile application (the “App”), and website (the “Site” and collectively with the foregoing, the “Services”).The following Terms and Conditions are provided on the website https://www.e-simple.global. e-SIMple may accept variant clauses only in the case of an explicit written agreement. This section defines various categories of individuals and entities who interact with e-SIMple ‘s services, platforms, and applications. Understanding these roles is crucial for interpreting the rights, obligations, and conditions described in these Terms and Conditions.

End Users: Individuals who use and interact directly with Services via their e-SIMple account for their personal use.
Job applicants: Individuals who submit a job application to e-SIMple .

The term “Customer” as used throughout this document will refer to any individual or entity engaging with e-SIMple ‘s services, including End Users and End Customers, as applicable based on the context of the usage. This broad definition ensures that our Terms encompasses all interactions with our services, providing a clear and comprehensive understanding of the rights and responsibilities of all parties involved.

CUSTOMER ACKNOWLEDGES AND AGREES THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES, USING THE APP ON CUSTOMER’S MOBILE DEVICE, OR ACCESSING OR USING THE SERVICES, CUSTOMER IS INDICATING THAT THEY HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT CUSTOMER HAS REGISTERED WITH THE SITE OR THE APP. IF CUSTOMER DOES NOT AGREE TO THESE TERMS OF SERVICE, THEN CUSTOMER HAS NO RIGHT TO ACCESS OR USE THE SERVICES. These Terms of Service are effective as of the date Customer first clicks “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier. If Customer accepts or agrees to these Terms of Service on behalf of its employer or another legal entity, Customer represents and warrants that (i) Customer has full legal authority to bind its employer or such entity to these Terms of Services; (ii) Customer has read and understands these Terms of Service; and (iii) Customer agrees to these Terms of Service on behalf of the party that Customer represents. In such event, “Customer” will refer and apply to Customer’s employer or such other legal entity.

Any personal data Customer submits to e-SIMple or which e-SIMple collects about Customer is governed by its Privacy Policy (“Privacy Policy”), available at https://www.e-simple.global . Customer acknowledges that by using the Services, Customer has reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN CUSTOMER AND E-SIMPLE CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 20). PLEASE READ CAREFULLY AS IT AFFECTS CUSTOMER’S LEGAL RIGHTS, INCLUDING, IF APPLICABLE, CUSTOMER’S RIGHT TO OPT OUT OF ARBITRATION.

2. USING THE SERVICES

e-SIMple is a global eSIM store making international connectivity more accessible via eSIM technology. e-SIMple offers travelers data, voice, and text packs in many countries, reducing the need for physical SIM cards. e-SIMple’s services include offering a variety of eSIM data, voice, and text packs from around the world, which can be purchased and used immediately on any eSIM compatible device, allowing seamless connectivity.

Customer must register with e-SIMple and create an account to use the Services (an “Account”) and as part of that process Customer will be requested to provide certain information, including without limitation Customer’s name, full address, phone number and email address. By using the Services, Customer agrees to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. Customer is the sole authorized user of Customer’s Account. Customer is responsible for maintaining the confidentiality of any log-in, password, and Account number provided by Customer or given to Customer by e-SIMple for accessing the Services. Customer is solely and fully responsible for all activities that occur under Customer’s password or Account, even if not authorized by Customer. e-SIMple has no control over the use of any user’s Account and expressly disclaims any liability derived therefrom. Should Customer suspect that any unauthorized party may be using Customer’s password or Account or Customer suspects any other breach of security, Customer agrees to contact e-SIMple immediately.

The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account e-SIMple provides to the Account Owner in connection with the Services; provided, however, that if Customer is signing up for the Services on behalf of Customer’s employer, Customer’s employer shall be the Account Owner. As the Account Owner, Customer is solely responsible for complying with these Terms of Service and only Customer is entitled to all benefits accruing thereto. Customer’s Account is not transferable to any other person or account. Customer must immediately notify e-SIMple of any unauthorized use of Customer’s password or identification or any other breach or threatened breach of e-SIMple’s security or the security of Customer’s Account.

3. REGISTRATION FOR USING E-SIMPLE SERVICES

All customers, including End Users End Customers, and Job applicants as defined in Section 1, must accept the General Terms and Conditions to utilize e-SIMple services. During the registration process, the following information must be provided:

For End Users: Personal information such as First Name, Last Name, and Email address is required for direct interactions and transactions on the e-SIMple website (https://www.e-simple.global). In instances where e-SIMple services are provided through intermediaries (e.g., hotels or travel agencies), the intermediary may provide the required registration information on behalf of the Customer.

To adapt to evolving service requirements and enhance user experience, e-SIMple reserves the right to collect additional information from all categories of customers as deemed necessary. This collection of additional information will be conducted in a manner that respects privacy and complies with data protection laws, without necessitating further changes to these Terms and Conditions. Customers will be informed accordingly about the collection of any such additional information through our standard communication channels.

4. E-SIMPLE ENGAGEMENTS

e-SIMple shall use reasonable endeavors to provide Customer quality service. However, e-SIMple does not guarantee that the service will not be interrupted, provided on time, and be safe or fault-free.

5. CUSTOMER ENGAGEMENTS

In using the Equipment or Services provided by e-SIMple, the Customer must not engage in any action: that is abusive, illegal, or fraudulent; that causes the Network to be impaired or damaged. When the Customer breaches its obligations under Sec. 5., e-SIMple may suspend the Customer’s use of the Service. During any period of suspension, the Customer shall continue to pay all Charges due under this Agreement in respect of the suspended Services.

6. DEVICE COMPATIBILITY

The Customer is responsible for ensuring that their device is eSIM compatible and network-unlocked. Device compatibility may depend on the carrier and country of origin; the Customer must check the list of eSIM-compatible devices provided at the checkout. By checking the box that confirms that the Customer’s device is eSIM compatible, the Customer is then held responsible for the accuracy of the information they provide.

The eSIM compatibility list is not exhaustive, meaning newly announced eSIM-compatible devices may still need to be added

7. START, DURATION, AND TERMINATION OF THE CONTRACT

The service contract between e-SIMple and the Customer begins upon completing the order on the e-SIMple website (https://www.e-simple.global, including any subdomains associated with e-SIMple)

The Activation of the eSIM and acknowledgment of the Activation Policy is the Customer’s responsibility.

The contract will be terminated for End Users if they do not have an active data package or have deleted the eSIM from the target device.

8. CHARGES AND PAYMENT

Payment and any other expenses must be paid through the third party payment processing system (the “PSP”) as indicated on the Services. Customer may be required to register with the PSP, agree to terms of service of the PSP, provide payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, Customer agrees that they have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that e-SIMple is not a party to the PSP Services Agreement and that Customer, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that e-SIMple has no obligations, responsibility or liability to any user or any other party under the PSP Services Agreement.

All prices and fees displayed on the Services are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”) unless otherwise explicitly stated. Any applicable Taxes are based on the rates applicable to the billing address you provide to us, and will be calculated at the time of a transaction is charged to your Account.

9. PAYMENT CONDITIONS

e-SIMple offers various payment methods for its services, including but not limited to Credit/Debit Card.

The currency of payment is in US Dollars ($) and may include various other currencies, with the currency of payment being determined during the transaction.

The credit card transaction will be processed and secured by e-SIMple-approved payment service providers, including but not limited to and additional providers chosen by e-SIMple for each transaction.

10. DELIVERY

End Users will see the purchased eSIM under the “My eSIMs” tab on the e-SIMple website (https://www.e-simple.global). The Customer will receive a confirmation email after the purchase. All the information for installing the eSIM will be available only on the user’s e-SIMple account.

Recognizing the diverse needs of our Customers, e-SIMple delivers its products and services through various methods, depending on the chosen integration and the specific products and services utilized.

11. REFUND / CANCELLATION / MODIFICATION POLICY

The Customer has the right to ask for a refund or eSIM-replacement if the Customer is unable to use the Services due to an error or omission by e-SIMple. A refund request must be made within thirty (30) days following the date of purchase; provided that e-SIMple shall have no obligation to issue such refund if e-SIMple is able to resolve the Customer’s inability to use the Services within 10 days following Customer having given e-SIMple notice of the issue. Customer agrees to cooperate with e-SIMple’s efforts to resolve such issues and acknowledges that e-SIMple shall have no obligation to issue any refund if Customer fails or refuses to do so. For purposes of clarity, each data package provided by e-SIMple has its own validity period and no refund will be offered for the remaining data when such validity period expires.

Notwithstanding the foregoing, the following terms shall apply:

Compensation: No refund or remuneration of any kind will be issued due to charges from alternate phones, alternate SIM cards, alternate providers, hotel phones, or other charges that are not directly linked to the Customer’s e-SIMple eSIM account.
Fraudulent purchases: e-SIMple reserves the right to refuse any form of refund if there is evidence of abuse, violation of e-SIMple’s Terms and Conditions, or any fraudulent activity connected with using e-SIMple products and services.
Unauthorized purchases: Customer shall notify e-SIMple immediately of any suspected unauthorized purchases. The case will be subject to investigation and approval by e-SIMple before processing any refund. e-SIMple reserves the right to suspend any account associated with fraudulent activity.
Accidental purchases: Once Customer installs the eSIM, it will be considered used. No refunds will be offered after installation other than as expressly set forth in.
Incorrect charges: If the Customer reasonably and in good faith disputes a charge, the Customer shall notify e-SIMple of such dispute within twelve (12) days of having incurred such charge, providing details of why the invoiced amount is incorrect and, if possible, how much the Customer considers due.
Other Reasons: If the refund request is not within the above, we will investigate the request on a case-by-case basis. If the refund is approved, a processing fee may apply. The maximum refund of credit a Customer can apply for must be equal to or less than the total amount they paid.

To request a refund, contact e-SIMple’s support team via the web chat or email. Please be aware that e-SIMple’s refund policy above will apply.

Depending on the nature of the issue, Customers will be asked for further information to support their refund request, such as screenshots of the device settings for technical issues or details of why the invoiced amount is incorrect and, if possible, how much the Customer considers is due, etc. Customers will have the option to credit back via their original payment method. Once a refund is approved and issued, it can take up to thirty (30) business days to appear on a statement depending on the bank.

12. eSIM RECYCLING PROCESS AND ACTIVATION

e-SIMple implements an eSIM recycling process to ensure optimal service delivery. Upon eSIM purchase, customers are required to activate the eSIM within a specified time frame, as indicated in the activation guidelines provided during the purchase process. It is the user’s responsibility to activate the purchased eSIM within the designated time frame. Failing to activate the eSIM within this period may lead to its expiration, rendering the eSIM unusable.

Once expired, the eSIM cannot be reactivated, and the user will need to initiate a new purchase if they wish to obtain a functioning eSIM. Users are advised to review and adhere to the provided activation guidelines to ensure a seamless eSIM activation process.

13. PRICES AND PROMOTIONS

Prices refer to the cost at which e-SIMple offers its eSIM packages and associated services to Customers. e-SIMple may offer promotional prices for its eSIM packages for a limited time. These promotions are subject to specific terms and conditions. The duration of the promotion, eligibility criteria, and any associated conditions will be clearly communicated during the promotional period. After the promotion concludes, regular prices will apply unless otherwise stated. e-SIMple reserves the right to modify or terminate any promotional prices, including the associated terms and conditions, at its sole discretion, without prior notice. Users seeking additional information or clarification about promotional prices can contact e-SIMple’s support team through the web chat or email..

Prices are subject to change without prior notice. e-SIMple continuously reviews its pricing strategy to align with market dynamics, ensuring that we provide quality services at competitive rates.
e-SIMple reserves the right to adjust prices based on a variety of factors, including but not limited to market conditions, exchange rates, and operational costs. Such adjustments are made to ensure the sustainability of the services offered and to reflect the cost of delivering high-quality connectivity solutions to our users.
e-SIMple commits to making every effort to inform Customers of any significant changes to pricing in a timely manner, allowing users to make informed decisions regarding their purchases. However, due to the dynamic nature of the factors influencing pricing, immediate notification may not always be possible.

For End Users: Prices listed on our website are specifically applicable to End Users. We encourage End Users to frequently visit our website for the most current information on prices and promotions.

Our pricing and promotional strategies are crafted to deliver maximum value to our users, ensuring the sustainability and quality of the services we provide. For the latest information on prices and promotions, End Users should consult our website.

14. USER LOCATION TRACKING

e-SIMple may collect and process users’ geographical location information, including GPS coordinates, IP address, Wi-Fi access points, and cell tower details, to offer location-based services and enhance user experience. By using e-SIMple services, users consent to this tracking. The purpose includes providing location-specific services, improving service quality, and personalizing experiences. Location information may be shared with third-party providers, who are obligated to handle data in compliance with privacy laws. Users can control location services through device settings but may experience limitations in certain features. e-SIMple employs security measures, retains data for necessary periods, and complies with applicable data protection laws. This section may be updated to reflect changes, and users can contact e-SIMple Customer Support for questions or concerns about location tracking practices.

15. LOCAL REGULATORY COMPLIANCE

When using e-SIMple services in any country, you agree to comply with all applicable local laws and regulations, including but not limited to requirements related to the registration of mobile devices and the use of telecommunications services. e-SIMple may, where required by local law, undertake necessary actions on your behalf to ensure compliance with such regulations.

By accepting these Terms and Conditions, you consent to e-SIMple’s use of your personal data for these purposes in accordance with applicable local data protection laws.

15. 1. COLOMBIA

By using our services in Colombia, the Customer acknowledges that under all applicable regulations in Resolution 5050 of 2016 of the Colombian Telecommunications Commision (CRC), the Customer must register the IMEI number of their mobile phone with the CRC’s IMEI database as a requirement to prevent theft and unlawful trafficking of mobile equipment.
The Customer declares, in the terms required by Colombian Law, that the Customer is the sole responsible user and owner of their mobile equipment; that it has been legally purchased; that the Customer has no knowledge that the equipment has suffered manipulation, alteration, modification and/or rewriting of its IMEI; and that the Customer assumes the legal consequences of the eventual manipulation, alteration, modification or rewriting of the IMEI as per applicable regulations.
The Customer hereby authorizes e-SIMple; through its authorized agents, to carry out all actions necessary and/or convenient on the Customer’s behalf, including filling in the sole responsible owner declaration, with the purpose of completing the registration of the IMEI with the CRC’s database.*
The Customer hereby authorizes e-SIMple, for the purposes described in (2) above, for the use of Customer’s personal data as per Decree 1377 of 2013.

16. REPRESENTATIONS AND WARRANTIES

Customer represents and warrants that: (i) Customer is 18 years of age or older or are at least of the legally required age in the jurisdiction in which Customer resides, and are otherwise capable of entering into binding contracts, and (ii) Customer has the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that Customer will so abide. Where Customer enters into this Agreement on behalf of a company or other organization, Customer represents and warrant that Customer has authority to act on behalf of that entity and to bind that entity to this Agreement.
Customer further represents and warrants that (i) Customer has read, understands, and agrees to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services, and (ii) when using or accessing the Services, Customer will act in accordance with any applicable local, state, or federal law or custom and in good faith.
Customer agrees not to engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the Services in any medium other than as allowed by the Services and these Terms of Service; (ii) using any automated system (other than any functionalities of the Services), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) conducting any unlawful purposes or soliciting others to perform or participate in any unlawful acts; (vii) uploading invalid data, viruses, worms, or other software agents through the Services; (viii) infringing upon or violate e-SIMple’s intellectual property rights or the intellectual property rights of others; (ix) impersonating another person or otherwise misrepresenting Customer’s affiliation with a person or entity, conducting fraud, hiding or attempting to hide Customer’s identity; (x) harassing, insulting, harming, abusing, defaming, abusing, harassing, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the Services or staff member of e-SIMple; (xi) interfering with or any activity that threatens the performance, security or proper functioning of the Services; (xii) uploading or transmitting viruses or any other type of malicious code; (xiii) attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services; (xiv) bypassing the security features or measures e-SIMple may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xv) attempting to access unauthorized Accounts or to collect or track the personal information of others; (xvi) using the Services for any purpose or in any manner that infringes the rights of any third party; or (xvii) encouraging or enabling any other individual to do any of the foregoing.
Customer hereby warrants and represents that, other than as fully and promptly disclosed to e-SIMple as set forth below, Customer does not have any motivation, status, or interest which e-SIMple may reasonably wish to know about in connection with the Services, including without limitation, if Customer is using or will or intend to use the Services for any journalistic, investigative, or unlawful purpose. Customer hereby warrants and represents that Customer will promptly disclose to e-SIMple in writing any such motivation, status or interest, whether existing prior to registration or as arises during Customer’s use of the Services.

17. TERMINATION AND SUSPENSION

Unless otherwise agreed to in writing between Customer and e-SIMple, either party may terminate these Terms of Service for any or no cause, at any time. Customer may cancel and delete their account at any time by either using the features on the Services to do so (if applicable and available) or by written notice to our support. After cancellation, Customer will no longer have access to its account, profile or any other information through the Services. The provisions of these Terms of Service which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the any termination of these Terms of Service and any termination of Customer’s use of or subscription to the Services and shall continue to apply indefinitely.

We reserve the right to refuse the Services to anyone for any reason at any time. e-SIMple may terminate or limit Customer’s right to use the Services in the event that we are investigating or believe that Customer has breached any provision of this Agreement, by providing Customer with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice. If e-SIMple terminates or limits Customer’s right to use the Services pursuant to this section, Customer is prohibited from registering and creating a new account under its name, a fake or borrowed name, or the name of any third party, even if Customer may be acting on behalf of the third party.

Even after Customer’s right to use the Services is terminated or limited, this Agreement will remain enforceable against Customer. e-SIMple reserves the right to take appropriate legal action, including but not limited to pursuing arbitration.

e-SIMple reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. e-SIMple is not liable to Customer for any modification or discontinuance of all or any portion of the Services. e-SIMple has the right to restrict anyone from completing registration as a user e-SIMple believes such person may threaten the safety and integrity of the Services, or if, in e-SIMple’s discretion, such restriction is necessary to address any other reasonable business concern.

Following the termination or cancellation of Customer’s account, we reserve the right to delete all Customer’s data in the normal course of operation. Customer’s data cannot be recovered once Customer’s account is terminated or canceled.

18. LINKS TO THIRD-PARTY WEBSITES

The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by e-SIMple or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. e-SIMple does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is Customer’s responsibility to evaluate the content and usefulness of the information obtained from other websites. Customer acknowledges and agrees that e-SIMple is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, Customer acknowledges and agrees that e-SIMple has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. Customer accesses such third-party websites at Customer’s own risk. e-SIMple expressly disclaims any liability arising in connection with Customer’s use and/or viewing of any websites or other material associated with links that may appear on the Services. Customer hereby agrees to hold e-SIMple harmless from any liability that may result from the use of links that may appear on the Services.

As part of the functionality of the Services, Customer may link Customer’s Account with online accounts Customer may have with third-party service providers, such as Facebook, Instagram, or other third-party service providers (each such account, a “Third-Party Account”) by either: (i) providing Customer’sThird-Party Account login information through the Services; or (ii) allowing e-SIMple to access Customer’s Third-Party Account, as is permitted under the applicable terms and conditions that govern Customer’s use of each Third-Party Account. Customer represents that Customer is entitled to disclose Customer’s Third-Party Account login information to e-SIMple and/or grant e-SIMple access to Customer’s Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by Customer of any of the terms and conditions that govern Customer’s use of the applicable Third-Party Account and without obligating e-SIMple to pay any fees or making e-SIMple subject to any usage limitations imposed by such third-party service providers. By granting e-SIMple access to any Third-Party Accounts, Customer understands that (1) e-SIMple may access, make available and store (if applicable) any content that Customer has provided to and stored in Customer’s Third-Party Account (the “SNS Content”) so that it is available on and through the Services via Customer’s Account, including without limitation any friend lists, and (2) e-SIMple may submit and receive additional information to Customer’s Third-Party Account to the extent Customer is notified of this when Customer links Customer’s Account with the Third-Party Account. Depending on the Third-Party Accounts Customer chooses, and subject to the privacy settings that Customer has set in such Third-Party Accounts, personally identifiable information that Customer posts to Customer’s Third-Party Accounts may be available on and through Customer’s Account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or e-SIMple’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Services. Customer will have the ability to disable the connection between Customer’s Account on the Services and Customer’s Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT CUSTOMER’S RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH CUSTOMER’S THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY CUSTOMER’S AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS. e-SIMple makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and e-SIMple is not responsible for any SNS Content.

19. INTELLECTUAL PROPERTY RIGHTS

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that users see or read through the Services is owned by e-SIMple. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. e-SIMple owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. Customer may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without e-SIMple’s express prior written consent.

Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of e-SIMple.

The service marks and trademarks of e-SIMple, including without limitation e-SIMple and e-SIMple logos, are service marks owned by e-SIMple. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. Customer may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Additionally, Customer may choose to or e-SIMple may invite Customer to submit comments, ideas, or feedback about the Services, including without limitation about how to improve e-SIMple’s services or e-SIMple’s products (“Feedback”). By submitting any Feedback, Customer agrees that its disclosure is gratuitous, unsolicited, and without restriction and will not place e-SIMple under any fiduciary or other obligation, and that e-SIMple is free to use the Feedback without any additional compensation to Customer, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. Customer further acknowledges that, by acceptance of its submission, e-SIMple does not waive any rights to use similar or related Feedback previously known to e-SIMple, developed by its employees, or obtained from sources other than Customer. Customer acknowledges that all email and other correspondence that Customer submits to us shall become e-SIMple’s sole and exclusive property.

Subject to the terms and conditions hereof, Customer is hereby granted a limited, nonexclusive, nontransferable, freely revocable, license to access and use the Services. e-SIMple may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Services, and copyrights (the “e-SIMple Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of e-SIMple or, as applicable, its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and Customer agrees not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the e-SIMple Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Customer’s use of the Services and the relating licenses granted hereunder are also conditioned upon Customer’s strict adherence to the letter and spirit of the various applicable guidelines and any end user licenses associated with Customer’s use of the site. e-SIMple may modify such guidelines in its sole discretion at any time. e-SIMple reserves the right to terminate Customer’s Account and access to the Services if it determines that Customer has violated any such applicable guidelines.

20. COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

e-SIMple respects the intellectual property of others, and expects users to do the same. If Customer believes, in good faith, that any materials provided on or in connection with the Services infringe upon Customer’s copyright or other intellectual property right, please send the following information to e-SIMple’s Copyright Agent at support@e-simple.global.

A description of the copyrighted work that Customer claims has been infringed, including the URL (Internet address) or other specific location on the Services where the material Customer claims is infringed is located. Include enough information to allow e-SIMple to locate the material, and explain whyCustomer thinks an infringement has taken place;
A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
Customer’s address, telephone number, and e-mail address;
A statement by Customer that they have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by Customer, made under penalty of perjury, that the information in Customer’s notice is accurate, and that Customer is the copyright owner or authorized to act on the copyright owner’s behalf; and
An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

21. CONFIDENTIAL INFORMATION

Customer acknowledges that Confidential Information (as defined below) is a valuable, special and unique asset of e-SIMple and agrees that they will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If relevant, Customer may disclose the Confidential Information to Customer’s authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. Customer shall promptly notify e-SIMple in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. Customer shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. Customer shall return all originals and any copies of any and all materials containing Confidential Information to e-SIMple upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of e-SIMple’s trade secrets, confidential and proprietary information, and all other information and data of e-SIMple that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to e-SIMple or e-SIMple’s business, operations or properties, including information about e-SIMple’s staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

22. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. E-SIMPLE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER’S ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF E-SIMPLE’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND E-SIMPLE’S REASONABLE CONTROL.

UNDER NO CIRCUMSTANCES WILL E-SIMPLE AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY E-SIMPLE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT E-SIMPLE AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY CUSTOMER TO E-SIMPLE DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

23. INDEMNIFICATION

Customer hereby agrees to indemnify, defend, and hold harmless e-SIMple and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with (i) Customer’s use or inability to use the Services, or (ii) Customer’s breach or violation of this Agreement; (iii) Customer’s violation of any law, or the rights of any user or third party and (iv) any content submitted by Customer or using Customer’s account to the Services, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. Customer also agrees to indemnify the Indemnified Parties for any Liabilities resulting from Customer’s use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action Customer takes that imposes an unreasonable burden or loan on e-SIMple’s infrastructure. e-SIMple reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to Customer’s indemnification. Customer will not, in any event, settle any claim or matter without the prior written consent of e-SIMple.

24. DISPUTE RESOLUTION – ARBITRATION & CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS CUSTOMER’S LEGAL RIGHTS AND GOVERNS HOW CUSTOMER AND E-SIMPLE CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE CUSTOMER AND E-SIMPLE TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

Customer agrees that, in the event any dispute or claim arises out of or relating to Customer’s use of the Services, Customer will contact e-SIMple at support@e-simple.global and Customer and e-SIMple will attempt in good faith to negotiate a written resolution of the matter directly. Customer agrees that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should Customer file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then Customer agree that they will not be entitled to recover attorneys’ fees, even if Customer may have been entitled to them otherwise.

Binding Arbitration. Customer and e-SIMple agree that any dispute, claim or controversy arising out of or relating to this Agreement or to Customer’s use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party 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 a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that Customer and e-SIMple both agree to waive the right to a trial by jury. Notwithstanding the foregoing, Customer may bring a claim against e-SIMple in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver. Customer and e-SIMple agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that Customer and e-SIMple both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless Customer and e-SIMple agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution’ section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure. Unless Customer and e-SIMple agree otherwise, the seat of the arbitration shall be in San Francisco, California. If Customer’s claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents Customer and e-SIMple submit to the arbitrator, unless Customer requests a hearing and the arbitrator then determines that a hearing is necessary. If Customer’s claim exceeds USD$10,000, Customer’s right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator’s Decision and Governing Law. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.

25. GOVERNING LAW

Except as provided in Section 24 or expressly provided in writing otherwise, this Agreement and Customer’s use of the Services will be governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Delaware law to interpret this Agreement.

26. NO AGENCY; NO EMPLOYMENT

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

27. GENERAL PROVISIONS

The original English version of these Terms may have been translated into other languages. The translated version of these Terms is a courtesy and office translation only and the Participants cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these terms and conditions of these Terms or in the event of a conflict, ambiguity, inconsistency or discrepancy between the English version and any other language version of these Terms, the English language version shall apply and prevail and be conclusive and binding. The English version shall be used in legal proceedings. If any provision of these Terms is or becomes invalid, unenforceable or non-binding, Customer shall remain bound by all other provisions hereof. In such event, such invalid provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and each participant will at least agree to accept a similar effect as the invalid, unenforceable or non-binding provision, given the contents and purpose of these Terms.

This Agreement may not be assigned or transferred by Customer without e-SIMple’s prior written approval. e-SIMple may assign or transfer this Agreement without Customer’s consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of e-SIMple, its successors and assigns.

28. CHANGES TO THIS AGREEMENT AND THE SERVICES

e-SIMple reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Customer. e-SIMple will endeavor to notify Customer of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to Customer or cause Customer to no longer be in compliance with this Agreement, Customer must terminate, and immediately stop using, the Services. Customer’s continued use of the Services following any revision to this Agreement constitutes Customer’s complete and irrevocable acceptance of any and all such changes. e-SIMple may also impose limits on certain features or restrict Customer’s access to part or all of the Services without notice or liability.

29. NO RIGHTS OF THIRD PARTIES

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

30. NOTICES AND CONSENT TO RECEIVE NOTICES ELECTRONICALLY

Customer consents to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. Customer agrees that all Notices that e-SIMple provides to Customer electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

31. CONTACTING US

If Customer has any questions about these Terms of Service or about the Services, please contact us by email at support@e-simple.global