These SIMPL EverSIM Terms (these "Terms") govern Customer's access to and use of the post- deployment remote carrier provisioning and management services (the "EverSIM Services") for SIMPL's EverSIM product. "Customer" means the organization or entity that has purchased products or services from SIMPL pursuant to an underlying resale agreement, purchase order, or any other type of commercial agreement with SIMPL.
Customer acknowledges and agrees that the EverSIM Services are the property of SIMPL or its third-party licensors. SIMPL or its third-party licensors, as applicable, shall have sole and exclusive ownership of all right, title, and interest in and to the EverSIM Services and all modifications and enhancements thereto (including ownership of all copyrights, derivative works, and other intellectual property rights pertaining thereto). Unless expressly permitted by Customer or the applicable third-party licensors, Customer shall not and shall not permit its customers or end users to rent, timeshare, lease, lend, transfer, reverse-engineer (except to the extent a prohibition on reverse-engineering is prohibited by law), decompile, disassemble, or otherwise attempt to discover the method of operation of, sublicense, copy, distribute, modify, or sell the EverSIM Services. Customer acknowledges and agrees that the EverSIM Services (and the hardware enabling the EverSIM Services) are provided by SIMPL's third party licenses and SIMPL has no liability for the performance or non-performance thereof. THE EVERSIM SERVICES ARE BEING OFFERED "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Customer will fully indemnify and hold harmless SIMPL, its officers, agents, employees, Affiliates, subsidiaries, assigns and successors in interest from, defend SIMPL against, pay any final judgments awarded against SIMPL, and pay all reasonable costs and attorneys' fees resulting from any claims, liabilities, losses, suits, and damages asserted by any third party arising out of or relating to Customer's violation of these Terms.