These SIMPL Platform Terms (these "Terms") govern Customer's access to and use of the SIMPL Platform (the "Platform") provided by SIMPL to connect to and manage SIMs. "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.
Platform Terms. Customer acknowledges and agrees that the Platform is 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 Platform and all modifications and enhancements thereto (including ownership of all copyrights, derivative works, and other intellectual property rights pertaining thereto). Unless otherwise expressly agreed to in writing between SIMPL and Customer, Customer represents and warrants that Customer is purchasing wireless connectivity services from SIMPL under the conditions provided thereby. Customer acknowledges that Customer may be required to agree to additional terms provided by SIMPL or its third-party licensors to enable use of the Platform, including, e.g., such third party licensor's end user license agreements ("Platform Terms"). Customer acknowledges and agrees that SIMPL is not the creator, author, or provider of the Platform and SIMPL has no liability for the performance or non-performance thereof. THE PLATFORM IS BEING OFFERED "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SIMPL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION PROVIDED ON OR THROUGH THE PLATFORM. 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 such Platform Terms.
Additional Features. If eligible, and at Customer's election, SIMPL may enable certain automated cost savings features described herein (collectively, "Automated Savings" features). Customer acknowledges and agrees that the Automated Savings features are subject to the configurations and settings provided by Customer during the onboarding process. The Automated Savings features may be configured to minimize off-plan billing by transitioning affected SIMs to the next available price tier. SIMs elevated to the next available price tier may automatically revert to the original (lower cost) price tier at the beginning of the subsequent billing cycle, depending on Customer's configuration. Additionally, the Automated Savings features may be configured to migrate dormant SIMs to lower-usage billing plans or suspend dormant SIMs altogether. Customer acknowledges that Automated Savings are provided by SIMPL as a convenience and SIMPL makes no guarantee as to their effectiveness, timeliness, or the realization of any cost savings. The Automated Savings features rely on metering data supplied by the underlying carrier; any delays or inaccuracies in this data may impede SIMPL's ability to implement Automated Savings promptly. Certain actions taken by the Automated Savings features in accordance with Customer's configurations may incur additional usage charges (e.g., removal of dormant SIMs may reduce the available data from the pool resulting in additional fees). Customer understands that enabling Automated Savings does not guarantee that Customer will not incur additional usage charges. Customer hereby releases SIMPL from all present and future liability in connection with any claims or damages of any kind, including direct, indirect, special, incidental, punitive, or consequential damages, however caused, or for any lost profits, loss of use, cost of data reconstruction, or procurement of substitute goods or services, whether in contract, tort or otherwise, arising out of, or in any way connected to Automated Savings.