Jurisdiction Specific Terms - Simply Compete Inc.

Last modified: January 3, 2022

PLEASE READ THESE TERMS CAREFULLY.

Depending on your location, some of these Jurisdiction-Specific Terms will apply to you. They form part of the SC Customer Terms of Service and are hereby incorporated therein.

We periodically update this page, so please check back here for current information. If you are looking for definitions of the terms used here, please see the Master Terms.

1. CONTRACTING ENTITY; APPLICABLE LAW; NOTICE

1.1 Your physical address will determine (a) the SC entity entering into this Agreement, (b) the address to which you should direct notices under this Agreement, (c) the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and (d) the courts that have jurisdiction over any such dispute or lawsuit, as set out in the table below. For this agreement, ‘Customer Location’ means your shipping or physical address.

Customer Location	SC Contracting Entity	Address for Notices	Governing Laws, (without reference to conflicts of laws) and Jurisdiction
United States	Simply Compete Inc.	Simply Compete Inc. 20289 Stevens Creek Blvd #1042 Cupertino, CA 95014, USA Attention: General Counsel	Laws of the State of Delaware, USA with exclusive jurisdiction in the courts of Santa Clara County, California, USA
North America (excluding the USA), South America, Asia-Pacific, Europe, Africa	Simply Compete Inc.	Simply Compete Inc. 20289 Stevens Creek Blvd #1042 Cupertino, CA 95014, USA Attention: General Counsel	Laws of Singapore with exclusive jurisdiction in the courts of Singapore

If you are located in a geographic region that does not fall into one of the designations described above, or if you use only the Free Services, then you are contracting with Simply Compete, Inc.

2. CANADA

If you are located in Canada, then the following provisions apply to you. In the event of a conflict between the terms of this “Canada” section and the terms otherwise set forth in this Agreement, the terms of this “Canada” section shall control.

You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Service and Consulting Services and you will comply with the sanctions programs administered by the Trade Controls Bureau of Global Affairs Canada including compliance with the Export and Import Permits Act (Canada).

You will not directly or indirectly export, re-export, or transfer the Service or Consulting Services to prohibited countries or individuals or permit use of the Service or Consulting Services by prohibited countries or individuals, including compliance with the United Nations Act (Canada), the Special Economic Measurers Act (Canada) and the Justice for Victims of Corrupt Foreign Officials Act (Canada).

This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Personal Property Security Act (Ontario), or any substantially similar legislation as may be enacted, by the federal government of Canada or by the government of a Province will not apply to this Agreement.

The parties have expressly required that the present Agreement and any other contract, document or notice relating thereto be drafted in the English language. Les parties aux présentes ont expressément exige que le présent contract et tout autre contract, document ou avis y afferant soient rédiges en langue anglaise.

3. GERMANY

If you are located in Germany, then the following provisions apply to you. In the event of a conflict between the terms in this ‘Germany’ section and the terms otherwise set forth in this Agreement, the terms of this ‘Germany’ section shall control.

If the Service is determined to have a defect, you will notify us in writing. We will remedy material defects in a reasonable period of time. If we cannot, then we will refund to you the pro-rata amount of fees actually paid applicable to the unremedied material defect. You cannot deduct this amount from your Subscription Fee, unless your claim is undisputed or has been confirmed by a final court judgment. You will not have a claim for a defect under this section if: (i) it is caused by your use of the Service in violation of this Agreement, or (ii) is a defect relating to our Free Services that has not been maliciously concealed by us. Subject to the limitation of liability set forth in this Agreement, the refund described in this section is your sole and exclusive remedy for defect claims.

“Either party may terminate this Agreement for cause, as to any or all Services upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

This Agreement may not otherwise be terminated prior to the end of the Subscription Term. The right of either party to terminate this Agreement for a compelling reason under a claim of extraordinary termination under the German Civil Code shall remain unaffected.”

We will comply with all E.U. regulations (where applicable) in our provision of the Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

You will comply with all laws in your use and receipt of the Service and Consulting Services, including any applicable export laws. You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Service or Consulting Services to prohibited countries or individuals or permit use of the Service or Consulting Services by prohibited countries or individuals.

The ‘Disclaimers of Warranties, ‘No Indirect Damages’, 'Limitations of Liability’, 'Third Party Products’ and ‘Agreement to Limit Liability’ sections set forth in the Agreement are replaced in their entirety with the following:

"10.2 Disclaimer of Warranties. OUR SERVICE AND CONSULTING SERVICES WILL BE PROVIDED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH CUSTOMARY INDUSTRY STANDARDS UTILIZING REASONABLE CARE AND SKILL. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE SERVICE, DATA MADE AVAILABLE FROM THE SERVICE, SC CONTENT, OR THE CONSULTING SERVICES FOR A PARTICULAR PURPOSE NOR ON A SPECIFIC RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICE, DATA MADE AVAILABLE FROM THE SERVICE, SC CONTENT, OR THE CONSULTING SERVICES, EXCEPT IF AGREED SEPARATELY.

ANY LIABILITY FOR DEFECTS EXISTING UPON CONCLUSION OF THESE TERMS ACCORDING TO SECTION 536a GERMAN CIVIL CODE SHALL BE EXCLUDED.

APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES.

OUR FREE SERVICES, INCLUDING APIs, ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10.2A Full Liability. We will be liable to you without limit for loss or damage you actually suffer that is caused by: (i) our fraudulent action, (ii) our willful action, (iii) our gross negligence, (iv) our damage to life, body or health, or (v) our action that would give rise to a claim under the German Product Liability Act and/or (vi) from a guarantee of characteristics (“zugesicherte Eigenschaft”). Provided however, the limitations otherwise set forth below shall apply to: (w) our Free Services, (x) those losses or damages caused by our slight negligence, (y) those losses or damages caused by gross negligence of employees who are not legal representatives or senior employees, and (z) our strict liability that may arise from material defects in the Service that were already in existence at the commencement of your subscription. The claims for which we will be liable to you without limit in accordance with this section are collectively referred to as “Full Liability Claims”.

10.3 No Indirect Damages. EXCEPT FOR FULL LIABILITY CLAIMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES.

10.4 Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, AND OUR LIABILITY FOR FULL LIABILITY CLAIMS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU, YOUR AFFILIATES OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

10.5 Third Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

10.6 EXCEPT FOR FULL LIABILITY CLAIMS, THE PERIOD OF LIMITATION FOR ANY WARRANTY AND LIABILITY CLAIMS SHALL BE ONE YEAR."

4. IRELAND

If you are located in Ireland then the following provisions apply to you. In the event of a conflict between the terms in this ‘Ireland’ section and the terms otherwise set forth in this Agreement, the terms of this ‘Ireland’ section shall control.

The following section is added as new clause 10.2A to the ‘DISCLAIMERS; LIMITATION OF LIABILITY section of the Agreement:

a. Liability which cannot legally be limited. Nothing in this Agreement limits or excludes any liability which cannot legally be limited or excluded, including but not limited to liability for: (i) death or personal injury caused by negligence; and (ii) fraud or fraudulent misrepresentation.

b. Compliance with Laws. We will comply with all E.U. regulations (where applicable) in our provision of the Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

You will comply with all laws in your use and receipt of the Service and Consulting Services, including any applicable export laws.

5. UNITED KINGDOM

If you are located in the United Kingdom then the following provisions apply to you. In the event of a conflict between the terms in this ‘United Kingdom’ section and the terms otherwise set forth in this Agreement, the terms of this ‘United Kingdom’ section shall control.

The following section is added as new clause 10.2A to the ‘DISCLAIMERS; LIMITATION OF LIABILITY section of the Agreement:

b. Compliance with Laws. The ‘Compliance with Laws’ section set forth above is replaced in its entirety with the following: We will comply with all UK laws in our provision of the Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

You will comply with all laws in your use of the Service and Consulting Services, including any applicable export laws.

c. No Third Party Beneficiaries. The following is added to the ' No Third Party Beneficiaries' section: This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

d. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The parties agree that the Sale of Goods Act 1979, or any substantially similar legislation as may be enacted, and the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

6. JAPAN

If you are located in Japan you and Simply Compete Inc represent and warrant that they, and their officers, directors, and material shareholders, are not: (i) Anti-Social Forces (defined below), and have not been for at least the last five years, and (ii) involved with Anti-Social Forces, including, without limitation, involvement by management, utilization, or provision of funding or favors. Either party may immediately terminate this Agreement for cause in the event of a breach of any of these representations and warranties. For the purposes of this section "Anti-Social Forces" means, collectively, an organized crime group (bouryokudan) or a member or affiliate thereof, a corporate racketeer (soukaiya), a rogue person or group advocating a social or political movement, or any other anti-social forces.

7. COLOMBIA

If you are located in Colombia then the following provisions apply to you. In the event of a conflict between the terms in this ‘Colombia’ section and the terms otherwise set forth in this Agreement, the terms of this ‘Colombia’ section shall control.

The ‘Limitation of Liability’ section set forth above is replaced in its entirety with the following: “EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU, YOUR AFFILIATES OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.”

The ‘Compliance with Laws’ section set forth above is replaced in its entirety with the following: “We will comply with all Colombian laws (where applicable) in our provision of the Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

You will comply with all laws in your use and receipt of the Service and Consulting Services, including any applicable export laws.

c. Spanish Version. Notwithstanding anything to the contrary in the ‘Entire Agreement’ section, to the extent required by applicable law, the Spanish version of the Agreement and Order(s) that we make available to you will govern our relationship in the event of a dispute.

8. FRANCE

If you are located in France, then the following provisions apply to you. In the event of a conflict between the terms in this ‘France’ section and the terms otherwise set forth in this Agreement, the terms of this ‘France’ section shall control.

Payment against Invoice. The following is added to the end of the ‘Payment against Invoice’ section: “In case of late payment, an indemnity will be payable, in accordance with articles L. 441-1 and -10 of the French Commercial Code. This penalty amount will be three times (3x) the legal late payment interest rate, plus a lump sum of 40 euros for recovering costs.”

Termination for Cause. The following is added to the 'Termination for Cause' section: "Rights of termination provided in this section are not exclusive of other remedies to which you or we may be entitled, including the right to compensation”.

Limitation of Liability. The Limitation of Liability section set forth above is replaced in its entirety with the following: ”EXCEPT FOR YOUR LIABILITY FOR (i) PAYMENT OF FEES, (ii) YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, (iii) YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS AND (iv) OUR LIABILITY FOR LOSS OR DAMAGE THAT IS CAUSED BY OUR FRAUDULENT ACTION (“DOL”) OR OUR GROSS MISCONDUCT (“FAUTE LOURDE”), IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU, YOUR AFFILIATES OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.