Simplogic – Terms of Service

• "Services" – Simplogic's hosted software, APIs, applications, websites, and related services.
• "Customer Content" – any data, documents, files, configurations, prompts, outputs, or other information you or your Authorized Users submit to or through the Services.
• "Authorized Users" – employees, contractors, and other persons you authorize to access the Services under your account.
• "Order Form" – any online or offline ordering document or subscription page specifying the Services purchased, plan, fees, and term.

The Services are provided by:

Simplogic.ai Ltd
Email: privacy@simplogic.ai

For information about how we collect and use personal data, please see our Privacy Policy, which forms part of these Terms.

3.1 Business use. The Services are intended for business and professional use, not for consumers or personal use.

3.2 Registration. You must provide accurate, complete information when creating an account and keep it up to date. You are responsible for all activities occurring under your account and for maintaining the confidentiality of your login credentials.

3.3 Authorized Users. You may permit Authorized Users to access the Services in accordance with your plan. You are responsible for their use of the Services and for ensuring they comply with these Terms.

3.4 Age & authority. You and your Authorized Users must have the legal capacity to enter into binding contracts in your jurisdiction. If you enter into these Terms on behalf of a company, you confirm you have the necessary authority.

4.1 License to use. Subject to these Terms and your payment of applicable fees, Simplogic grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for your internal business purposes.

4.2 Service changes. We may improve, update, or modify the Services from time to time, including adding or removing features, provided that we do not materially reduce the core functionality of a paid plan during the current subscription term.

4.3 Availability. We aim for high availability but we do not guarantee that the Services will be uninterrupted or error-free. Planned maintenance, emergency maintenance, or outages may occur.

4.4 Third-party services. The Services may integrate with third-party tools (e.g., cloud storage, email, analytics, AI models, banking APIs). Your use of such tools is subject to those third parties' terms and policies. We are not responsible for third-party services we do not operate.

5.1 Role. For Customer Content, we act as a Processor (or "service provider") and process such data solely on your documented instructions and as described in these Terms, the Privacy Policy and any applicable Data Processing Agreement (DPA).

5.2 Ownership. As between you and Simplogic, you retain all rights, title and interest in and to Customer Content. We do not claim ownership of Customer Content.

5.3 License to Simplogic. You grant us a worldwide, royalty-free license to host, copy, process, transmit, and display Customer Content only:

• to provide, maintain, and secure the Services;
• to troubleshoot, prevent abuse, and improve reliability;
• as otherwise instructed by you and permitted by law.

We do not use Customer Content to train foundation models. Any optional telemetry or usage analytics on your data is opt-in or configurable.

5.4 Your responsibilities. You are solely responsible for:

• the accuracy, quality, legality and appropriateness of Customer Content;
• obtaining all necessary rights, consents, and approvals to submit Customer Content to the Services; and
• ensuring that your use of Customer Content (including personal data) complies with applicable laws.

5.5 Data protection. The processing of personal data is governed by our Privacy Policy and, where relevant, a separate DPA. If you require a DPA, please contact us at privacy@simplogic.ai.

5.6 Backups and export. We maintain backups for business continuity and disaster recovery. You are responsible for exporting and backing up Customer Content for your own retention and compliance purposes.

6.1 Subscription term. Access to the paid Services is provided on a subscription basis as set out in the relevant Order Form or online plan page (monthly/annual or other agreed term).

6.2 Fees. You agree to pay the fees specified in the Order Form or plan page. Unless stated otherwise, fees are:

• quoted and payable in the currency indicated;
• exclusive of taxes (VAT, sales tax, etc.), which will be added where applicable.

6.3 Billing & payment. You authorize us or our payment processors to charge all applicable fees using your provided payment method. If payment cannot be completed, we may suspend or terminate access to the Services.

6.4 Renewals. Unless your Order Form states otherwise, subscriptions automatically renew for successive terms equal to the initial term at then-current pricing, unless either party gives notice of non-renewal before the end of the current term.

6.5 No refunds. Paid fees are non-refundable except where required by law or explicitly agreed in writing.

6.6 Late payments. We may charge interest on overdue amounts and/or suspend access to the Services until all amounts are paid.

You and your Authorized Users must not:

• Use the Services in violation of any applicable law or regulation.
• Upload or process unlawful, infringing, defamatory, or otherwise harmful content.
• Attempt to gain unauthorized access to the Services or related systems.
• Interfere with the normal operation of the Services, including by introducing malware or bypassing security controls.
• Reverse-engineer, decompile, disassemble, or attempt to derive source code from the Services (except to the limited extent allowed by law).
• Use the Services to build a competing product or service or to benchmark for competitive purposes.
• Use the Services in high-risk environments where failure could lead to death or serious physical injury (e.g., medical, life-support, critical infrastructure), unless we have explicitly agreed in writing.
• Use any automated means (bots, crawlers) to excessively scrape or load-test the Services without our prior written consent.

We may suspend or limit access if we reasonably believe your use violates these Terms or poses a security, legal, or operational risk.

8.1 Our IP. The Services, including all software, designs, interfaces, documentation, and underlying technology, are owned by Simplogic and/or its licensors and are protected by intellectual property laws. No rights are granted to you except as expressly stated in these Terms.

8.2 Feedback. If you provide suggestions, ideas, or feedback ("Feedback"), you grant Simplogic a worldwide, irrevocable, perpetual, royalty-free license to use and incorporate that Feedback into our products and services without obligation or restriction.

8.3 Output generated by the Services. Subject to these Terms and your compliance with applicable laws and third-party rights, as between you and us, you may use the AI-generated or analytic outputs produced from your own Customer Content for your internal business purposes. You are responsible for reviewing outputs before relying on them.

9.1 AI-based insights. The Services may provide automated analyses, predictions, and recommendations (e.g., financial insights, risk alerts, budgeting suggestions) using AI and other algorithms. These are intended to assist qualified professionals, not replace them.

9.2 No guarantees of accuracy. While we strive for high quality, AI-generated content and analytics may be incomplete, inaccurate, or inappropriate. You must independently review and verify outputs before using them for decision-making.

9.3 No professional advice. The Services do not constitute legal, tax, accounting, financial, investment, or other professional advice. You should consult qualified professionals before acting on information derived from the Services.

10.1 Confidential information. Each party may disclose non-public business, technical or financial information to the other ("Confidential Information"). The receiving party will use the same degree of care it uses to protect its own confidential information (and at least reasonable care) to protect the disclosing party's Confidential Information, and will use it only to perform its obligations under these Terms.

10.2 Exceptions. Confidential Information does not include information that:

• is or becomes public through no fault of the receiving party;
• was lawfully known to the receiving party before disclosure;
• is received from a third party without breach of any duty; or
• is independently developed without use of the disclosing party's Confidential Information.

10.3 Security. We implement technical and organizational security measures including encryption in transit and at rest, access controls, monitoring, vulnerability management, backups, and disaster recovery, as described in our security overview and Privacy Policy.

10.4 Compelled disclosure. The receiving party may disclose Confidential Information if required by law, regulation, or court order, provided it uses reasonable efforts to give prior notice (where legally permitted).

We may offer access to beta, trial or pre-release features or services ("Beta Services"). Beta Services are provided AS IS without any warranties or service level commitments, may be changed or discontinued at any time, and may be subject to additional terms. You use Beta Services at your own risk.

12.1 Term. These Terms remain in effect for as long as you have an active account or subscription to the Services.

12.2 Termination for convenience. Either party may terminate a subscription at the end of the then-current term by providing notice in accordance with the Order Form or plan. Unless otherwise agreed, termination during a subscription term does not entitle you to any refund.

12.3 Termination for cause. Either party may terminate these Terms (or the applicable subscription) with immediate effect if:

• the other party materially breaches these Terms and does not cure within a reasonable cure period after written notice, or
• the other party becomes insolvent, enters bankruptcy, or ceases business.

12.4 Suspension. We may temporarily suspend or limit your access to the Services if:

• you fail to pay amounts due;
• your use poses a security or legal risk; or
• we are required by law or a governmental/ regulatory authority.

We will use reasonable efforts to notify you of suspensions where lawful and practicable.

12.5 Effect of termination. Upon termination:

• your right to use the Services ends;
• you remain responsible for all fees accrued up to termination;
• at your request, and as described in the contract and Privacy Policy, we will delete or return Customer Content within 30–90 days, except where retention is required by law or for legitimate business purposes (e.g., audit logs, suppression lists).

13.1 Mutual warranties. Each party represents that it has the legal power and authority to enter into these Terms.

13.2 Service warranty (limited). We will provide the Services in a professional and workmanlike manner and use commercially reasonable efforts to maintain their availability and security.

13.3 General disclaimer. Except as expressly stated in these Terms, the Services are provided "AS IS" and "AS AVAILABLE". To the maximum extent permitted by law, we disclaim all warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and reliability of results.

We do not warrant that the Services will be error-free, uninterrupted, or that all defects will be corrected.

14.1 Indirect damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including lost profits, revenue, data, or goodwill) arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages.

14.2 Cap on liability. To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to the Services or these Terms will be limited to the amounts actually paid by you to Simplogic for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

14.3 Exceptions. The limitations above do not apply to:

• your payment obligations;
• your breach of intellectual property or acceptable use provisions;
• each party's indemnification obligations;
• liability that cannot be limited under applicable law.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.

15.1 By Customer. You will defend, indemnify, and hold harmless Simplogic, its affiliates, and their respective officers, directors, and employees from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or related to:

• your or your Authorized Users' use of the Services in violation of these Terms or applicable law;
• Customer Content (including any allegation that Customer Content infringes or misappropriates a third party's rights or violates law).

15.2 By Simplogic. Simplogic will defend you against any third-party claim alleging that your authorized use of the Services (excluding Customer Content or third-party services) directly infringes a valid intellectual property right, and will pay any final damages awarded against you by a court or agreed in settlement. This obligation does not apply where the claim arises from:

• your misuse or unauthorized use of the Services;
• modification of the Services not made by us;
• combination of the Services with items not provided by us;
• use of a version not current at the time of the claim where we made a non-infringing version available.

If such a claim arises, we may, at our option: (a) modify the Services to make them non-infringing; (b) replace them with a non-infringing equivalent; or (c) terminate the affected Services and refund prepaid unused fees.

We may update these Terms from time to time. If we make material changes, we will provide notice (for example via email, in-app notification, or by updating the "Last updated" date above). Your continued use of the Services after changes become effective constitutes your acceptance of the revised Terms.

If you do not agree to the updated Terms, you must stop using the Services.

These Terms and any dispute or claim arising out of or in connection with them or the Services will be governed by and construed in accordance with the laws of the State of Israel, without regard to conflict-of-law rules.

Any disputes will be subject to the exclusive jurisdiction of the courts of Tel Aviv, Israel, and each party irrevocably submits to such jurisdiction, except where mandatory law provides otherwise.

Entire agreement. These Terms, together with the Privacy Policy, any DPA, and applicable Order Forms, constitute the entire agreement between you and Simplogic regarding the Services.

Order of precedence. In case of conflict, the following order will apply: (1) Order Form, (2) DPA (for data protection matters), (3) these Terms, (4) Privacy Policy, (5) any other documents referenced.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets or to an affiliate.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

No waiver. Failure to enforce any provision will not be considered a waiver of that provision.

Force majeure. Neither party is liable for failure or delay in performance due to events beyond its reasonable control (e.g., natural disasters, war, internet failures, government actions).