SIMPL Terms and Conditions

This SIMPL Terms and Conditions (this “Agreement”) is effective by and between SIMPL Wireless, LLC, a Georgia limited liability company, having its principal place of business at 2055 Sugarloaf Circle, Suite 550, Duluth, Georgia 30097 ("SIMPL"). This SIMPL Wholesale Reseller Agreement is presented to you, the Customer, as part of the purchase and transaction process. By clicking the "I Agree" or equivalent button on justsimpl.com, you acknowledge and agree to be bound by the terms and conditions contained herein. This digital action constitutes your acceptance of this Agreement as effectively as a handwritten signature and is effective as of the date the “I Agree” or equivalent button is clicked on justsimpl.com. These terms and conditions are separate from the SIMPL Wholesale Reseller agreement agreed to at purchase and checkout from the justsimpl.com website. 

RECITALS

WHEREAS, Reseller desires to purchase from SIMPL, and SIMPL agrees to sell to the Reseller, data service plans and products for resale to End Users directly or through a distribution channel relating to the provision of mobile communications services for machine-to-machine (M2M) and Internet of Things (IoT) applications or other purposes as may be specifically approved by SIMPL over Carrier’s data network within the Territory, as defined below, under the terms and conditions contained herein and the Exhibits attached hereto.

NOW, THEREFORE, in consideration of the mutual agreements and understandings herein contained, the Parties hereto agree as follows:

A. Definitions

The terms set out below, when used herein, shall have the following meanings:

  • “Acceptable Use Policy” means the agreement governing End User’s access to and use of the Services as set out in Exhibit A (Acceptable Use Policy), attached hereto.
  • “Activation” occurs at such time as SIMPL commences providing Service to a SIM purchased by Reseller.
  • “Affiliate” means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity or one or more of the other Affiliates of that entity (or a combination thereof). For the purposes of this definition, an entity that: (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of another entity; or (ii) has the ability to elect a majority of the directors of another entity, shall be deemed to be an affiliate.
  • “Carrier” means T-Mobile USA, Inc., the underlying wireless carrier of the Service, and its subsidiaries and Affiliates and any other mobile network operator.
  • “Confidential Information” means all information of or relating to the disclosing Party (whether of a business, technical or other nature) which the receiving Party knows or reasonably should know to be confidential or proprietary. Without limiting the generality of the foregoing, “Confidential Information” includes all information not generally known to the public that relates to the business, technology, finances, budgets, projections, proposals, practices of SIMPL or Reseller, including without limitation the terms of this Agreement, the identities of and all information regarding End Users, and all information relating to SIMPL or Reseller's business plans and proposals, and research and development.
  • “End User” means an individual or entity obtaining access to and/or utilizing the Services from Reseller.
  • “Service” means providing and activating SIMs to enable connectivity with Carrier’s data network for the purpose of providing mobile communication services for M2M and IoT applications or other purposes as may be specifically approved by SIMPL within the Territory. Services under this Agreement shall not include commercial wireless voice services offered by Carrier.
  • “Service Plans” means the rates and terms under which SIMPL makes its Service available to Reseller.
  • “SIM” means subscriber identity module.
  • “Territory” means the United States of America (including the U.S. Virgin Islands and Puerto Rico) and any other region, area, or territory that SIMPL may indicate from time to time.

B. License to Resell

SIMPL agrees to provide Reseller with non-exclusive, non-transferable, non-sublicensable, and revocable authority to obtain Service plans and SIMs from SIMPL and to market and sell Service plans and SIMs to entities directly or through a distribution channel within the territory. All distribution channels used shall comply with the terms and conditions outlined in this Agreement.

C. Term of Agreement

Subject to the provisions of Section M hereof, this Agreement shall commence on the date Reseller executes this Agreement and continue for a period of three (3) years (“Initial Term”). This Agreement will automatically renew thereafter for successive one (1) year terms unless either Party provides notice of termination not less than 90 days prior to the expiration of the Initial Term or a subsequent Term.

D. SIMPL Rights and Obligations

  • SIMs and E-Commerce: SIMPL will provide SIMs and Service Plans through its e-commerce platform at justsimpl.com for Resellers to enable End Users to access the Carrier’s network. The rates for Service Plans and SIMs purchased by the Reseller will be as selected and confirmed during the checkout process on the SIMPL e-commerce site, justsimpl.com. These rates will supersede any previously listed rates on other documents, including Exhibit B (Service Plans), if applicable. The reseller will request the Activation of SIMs and Service Plans via purchase order (each, “Purchase Order”), API calls, or SIM Lifecycle management platform in the format and containing the information specified by SIMPL. SIMPL must accept each Purchase Order for such Purchase Order to be effective. SIMPL will have no obligation to perform Services for any Purchase Order not accepted by SIMPL .
  • Shipping Terms: Subject to availability, SIMPL will ship physical SIMs on or about the date stated in the Reseller’s Purchase Order. All SIMs sold to the Reseller will be shipped via FedEx ground by SIMPL to the Reseller’s location in the United States for the initial receipt of goods.
  • Suspension Rights: SIMPL reserves the right to suspend access to the Carrier network by any individual SIM if SIMPL reasonably suspects: (a) any violation of this Agreement or the Acceptable Use Policy, (b) fraud or illegal activity, or (c) that the usage associated with such SIM exceeds the quotas, service thresholds, or usage limitations set out in the applicable Service Plan. Reseller agrees to make good faith efforts to minimize abuse or fraudulent use, to promptly report to SIMPL any abuse or fraudulent use of which the Reseller becomes aware, and to cooperate in any investigation or prosecution initiated by SIMPL .

E. Prices and Terms of Payment

  • General: Reseller shall have access to Service Plans and rates exclusively through the SIMPL e-commerce platform, which may or may not align with those detailed in any existing Exhibit B (Service Plans). In the absence of an existing Exhibit B, the rates and Service Plans available on the SIMPL e-commerce site at the time of purchase will apply. Where an Exhibit B does exist, any Service Plans and rates selected and purchased through the SIMPL e-commerce site by the Reseller will take precedence and supersede those outlined in the existing Exhibit B. The billing records generated by SIMPL, based on the Carrier's billing system, will serve as the definitive records for services rendered and their respective pricing, overriding any records kept by Reseller, End User, or any third parties. The Reseller is obligated to remit payment to SIMPL for all charges as outlined in this Agreement and as per the rates chosen through the e-commerce platform. SIMPL retains the authority to revise or amend rates and Service Plans at any time during the term of this Agreement.

    Credit Card Processing and Storage 

    No Storage of Credit Card Information 
    SIMPL does not store credit card numbers, expiration dates, CVV codes, or any other payment card details on its servers. All credit card transactions are processed through a secure, third-party payment processor, which complies with Payment Card Industry Data Security Standards (PCI-DSS). 

    Third-Party Payment Processors 
    By submitting your credit card information, you acknowledge and agree that your payment details will be transmitted directly to our payment processor(s) for the purpose of authorizing and completing your transaction. SIMPL assumes no responsibility for the privacy practices, data security, or any other policies of such third-party service providers. 

    Security Measures 
    While SIMPL endeavors to use commercially reasonable efforts to safeguard your payment information during transmission, SIMPL is not responsible for any interception or misuse of your payment information while it is being transmitted over the internet. 

    User Responsibility 
    You are solely responsible for ensuring the security of your credit card information and any other sensitive information provided during the checkout process. SIMPL strongly advises users to use secure payment methods and to monitor their financial accounts regularly for any unauthorized activity. 

  • Invoices: SIMPL shall make a reasonable effort to submit monthly invoices to Reseller for Services furnished. Such invoice will include reasonable detail regarding the amounts charged. Invoices will not necessarily reflect the prior month’s charges. Reseller shall pay all such invoices within thirty (30) days of the date the invoice was mailed, or, if bills are electronically posted, within thirty (30) days of such electronic posting. If payment is not made within this time period, SIMPL reserves the right to charge a late fee equal to the lesser of 1.5% or the maximum rate permitted by applicable law multiplied by the overdue amount for each day that a balance remains unpaid.
  • Disputed Charges: Reseller shall provide SIMPL with written notice of any disputed charges within thirty (30) days after Reseller’s receipt of the invoice containing the charges in question and shall include a notice setting forth in reasonable detail the nature and reason for such dispute. Notwithstanding the dispute over some charges on an invoice, Reseller shall pay all undisputed charges when they are due.
  • Taxes: Reseller shall pay all applicable federal, state, and local sales, use, public utilities, gross receipts, or other taxes, fees, or recoveries imposed on SIMPL as a result of this Agreement (collectively, “Taxes”) (other than taxes imposed on the net income of SIMPL ) except as such taxes have already been billed to and collected from Reseller. SIMPL and Reseller agree and acknowledge that, under this Agreement, Reseller is purchasing the service for resale to End Users. Reseller will provide any resale certifications or other exemption certificates applicable to the purchase of such Service and Reseller will provide SIMPL with appropriate documentation evidencing the claimed exemption. If Reseller does not provide or maintain a valid certificate, as reasonably determined by SIMPL, SIMPL will invoice Reseller for any applicable taxes. If Reseller provides a certificate that is not applicable or valid in a particular jurisdiction, upon discovering such failure or defect, SIMPL will notify Reseller within a commercially reasonable time of discovery of such invalid or inapplicable certificate. If Reseller does not provide or maintain a valid tax exemption certificate or such certificate is not applicable in a particular jurisdiction, SIMPL will invoice Reseller for, and Reseller will remit to SIMPL, all taxes applicable in that jurisdiction with respect to the transaction or payments contemplated therein. Reseller will provide any governmental forms or documentation that SIMPL may require to satisfy SIMPL's federal, state, or local government reporting requirements.

F. Reseller’s Obligations; Limitations

  • Compliance with Acceptable Use Policy: Reseller represents and warrants that each End User has accepted the Acceptable Use Policy. Reseller will be liable to SIMPL for any costs, damages, and liabilities incurred by SIMPL resulting from any End User’s failure to accept or comply with the Acceptable Use Policy.
  • Prohibited Use: Without limiting the Acceptable Use Policy and unless otherwise agreed to in writing by SIMPL, Reseller will not, and will ensure End Users do not, (a) use the Services for remote medical monitoring or location-based tracking of individuals; except in the case of prisoner and parolee monitoring; (b) use the Services in health care and assisted living environments; or (c) resell the Services to government entities.

G. Trade Names and Trademarks

  • SIMPL Marks: Reseller shall not use, acquire, or claim any right, title, or interest in or to the trademarks, service marks, or trade names (collectively, “Marks”) owned by or licensed to SIMPL.
  • Survival: Any term which by its nature extends beyond expiration or termination of this Agreement shall survive any such expiration or termination and remain in effect until fulfilled and shall apply to each Party’s respective successors and assigns.

H. Confidential Information

  • Definition: All Confidential Information will be considered trade secrets of the disclosing Party and shall be entitled to all protections given by law to trade secrets. Except for End User Information, which under all circumstances shall be treated as Confidential Information, Confidential Information shall not include information which: (a) was in or entered the public domain through no fault of the receiving Party; (b) the receiving Party can show, by written evidence, was rightfully in the receiving Party’s possession prior to receipt thereof from the disclosing Party; or (c) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without breach of any obligation of confidentiality.
  • Non-Disclosure of Confidential Information: During the term of this Agreement and at all times thereafter, the receiving Party shall not directly or indirectly (a) use any Confidential Information for any purpose other than that which it is used or disclosed under the terms of this Agreement, (b) disclose to any person or entity any Confidential Information or in any other way publicly or privately disseminate any Confidential Information, or (c) assist, authorize or encourage anyone else to use, disclose, or disseminate any Confidential Information.

    The receiving Party further agrees they shall: (a) hold all such Confidential Information in confidence using at least the same degree of care that the receiving Party uses to protect its own confidential and proprietary information (but in no event less than reasonable care); (b) use the Confidential Information only for the purpose of performing obligations under this Agreement; (c) reproduce any Confidential Information only to the extent necessary to perform such obligations; (d) restrict disclosure of and access to such Confidential Information only to those personnel who are directly concerned with, and who agree to maintain the confidentiality of, the Confidential Information; and (e) take all precautions necessary and appropriate to guard the confidentiality of the Confidential Information, including informing employees who handle such information that it is confidential and not to be disclosed to others.

    Upon termination of the Agreement, all Confidential Information in the possession or control of the receiving Party or its personnel (including all originals and copies of all or any potion of any Confidential Information) shall be promptly returned to the disclosing Party. The receiving Party shall be responsible for ensuring compliance with this Section by all of its personnel. Any conduct violating the provisions of this Section shall constitute a material breach of this Agreement.

  • Publicity: The Parties expressly agree that the terms and conditions of this Agreement, and any activities contemplated hereby or performed hereunder, are the Confidential Information of the Parties and shall not be disclosed by either Party without the prior written approval of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing paragraph, the Parties may be required to disclose the existence of this Agreement and describe the material terms contained herein under applicable securities law or to a third party, pursuant to a non-disclosure agreement, in connection with due diligence relating to an acquisition, merger or financing transaction. In each such instance, the disclosing Party shall afford the other Party reasonable advance time for review of any proposed disclosures.
  • Additional Liability of Recipient: The receiving Party shall also be liable for breach of the terms of this Section in the event that the Confidential Information received from the disclosing Party is disclosed by an employee, agent or consultant of the receiving Party or a third party to whom the receiving Party has disclosed such Confidential information, and such disclosure would violate the terms of this Section were such employee, agent, consultant or third party a party hereto. In the event Confidential Information must be disclosed by either Party to third persons for the purpose of performing obligations under this Agreement, each Party shall, prior to such disclosure, obtain written consent from the other Party, which consent shall be in each Party’s sole discretion, and obtain from the third person a written agreement regarding confidentiality of the Confidential Information, the terms of which shall be substantially similar to those contained herein.
  • Confidentiality Period: Confidential Information shall survive the termination or expiration of this Agreement for a period of three (3) years from the expiration date.

I. Disclaimer of Warranties

RESELLER ACKNOWLEDGES AND AGREES THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "WITH ALL FAULTS" BASIS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RESELLER FURTHER ACKNOWLEDGES AND AGREES THAT THE SERVICES RELY ON CARRIER’S DATA NETWORK TO DELIVER FUNCTIONALITY AND THAT SIMPL EXPRESSLY DISCLAIMS ANY WARRANTIES AS RELATED TO THE PERFORMANCE OF CARRIER’S DATA NETWORK, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO THE SECURITY, INTEGRITY, OR AVAILABILITY THEREOF. RESELLER ASSUMES ALL RESPONSIBILITY AND RISK FOR USE OF THE SERVICE. SIMPL DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND RESELLER ACKNOWLEDGES IT IS NOT RELYING ON ANY SUCH STATEMENT. ANY STATEMENTS MADE IN PACKAGING, MANUALS, OR OTHER DOCUMENTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS WARRANTIES BY SIMPL OF ANY KIND. NEITHER SIMPL NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DEALERS, OR SUPPLIERS WARRANT THAT THE INFORMATION, PRODUCTS, PROCESSES, AND/OR SERVICES AVAILABLE THROUGH THE SERVICE WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, USEFUL, FUNCTIONAL, OR ERROR FREE. RESELLER HAS NOT RELIED ON AND WILL NOT CLAIM THAT IT IS ENTITLED TO THE BENEFITS OF ANY REPRESENTATIONS, PROMISES, DESCRIPTIONS OF THE SERVICE, OR OTHER STATEMENTS NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.

J. Limitation of Liability

SIMPL SHALL NOT BE LIABLE FOR ANY DEFICIENCY IN PERFORMANCE, LACK OF COVERAGE OR NETWORK CAPACITY, UNAVAILABILITY, DELAY, OR ANY OTHER MALFUNCTION, ERROR, IMPAIRMENT, OR FAILURE CAUSED IN WHOLE OR IN PART BY AN ACT OR OMISSION OF CARRIER OR OTHERWISE ATTRIBUTABLE TO CARRIER OR CARRIER’S DATA NETWORK. EVEN IF SIMPL HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, SIMPL WILL NOT BE LIABLE TO RESELLER OR ANY OF RESELLER’S EMPLOYEES, AGENTS, END USERS, CUSTOMERS, OR ANY THIRD PARTIES FOR ANY DAMAGES ARISING FROM USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION: DISCLAIMED DAMAGES OR LOSS OF PRIVACY DAMAGES; PERSONAL INJURY OR PROPERTY DAMAGES; OR ANY DAMAGES WHATSOEVER RESULTING FROM INTERRUPTION OR FAILURE OF SERVICE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, COST OF REPLACEMENT PRODUCTS AND SERVICES, SUSPENSION, TERMINATION, OR THE INABILITY TO USE THE SERVICE, OR THE CONTENT OF ANY DATA TRANSMISSION, COMMUNICATION, OR MESSAGE TRANSMITTED TO OR RECEIVED THROUGH THE SERVICES. THE SERVICE IS NOT GUARANTEED AGAINST EAVESDROPPERS, HACKERS, ATTACKS, VIRUSES, OR INTERCEPTORS, AND RESELLER AGREES THAT SIMPL SHALL NOT BE LIABLE TO RESELLER OR END USERS FOR ANY LACK OF PRIVACY OR SECURITY. THE MAXIMUM AGGREGATE LIABILITY OF SIMPL TO RESELLER, AND THE EXCLUSIVE REMEDY AVAILABLE IN CONNECTION WITH THE AGREEMENT FOR ANY AND ALL DAMAGES, INJURY, LOSSES ARISING FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION RELATED TO THE SERVICE, SHALL BE TO RECOVER NO MORE THAN THE LESSER OF $50,000 OR THE MONTHLY SERVICES CHARGE NET OF ANY CREDIT FOR THE AFFECTED SERVICES DURING THE THREE BILLING CYCLES IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES. RESELLER AGREES THAT INCLUSION OF THIS PARAGRAPH WAS A MATERIAL CONSIDERATION FOR SIMPL TO ENTER THE AGREEMENT.

K. Indemnification

1. Reseller will 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 (a) any breach of this Agreement by Reseller; (b) any misrepresentation of the capabilities, functionality, or scope of the Services by Reseller, its employees, or agents; (c) any End User’s failure to comply with the terms of the Acceptable Use Policy; (d) any promotion, sale, use, distribution, or resale of the Services by Reseller in violation of this Agreement; (e) any shortfall or deficiency in the fees or charges attributed, whether in whole or in part, to Reseller’s failure to collect same from End Users or Reseller’s failure to distribute or reimburse SIMPL , including, without limitation, for the collection and payment of any Taxes; or (f) any claim from any End User that inadequate or improper notice was given for Disconnection of Service in accordance with Section L.3. Reseller will not settle any claim under this section without the prior written consent of SIMPL unless such settlement relieves SIMPL of any and all liability and obligation and such settlement does not limit, unduly interfere, or otherwise adversely affect the rights granted herein or SIMPL's obligations under this Agreement. SIMPL reserves the right, at its sole discretion and expense, to participate in the defense or settlement of any claim.

L. Default, Termination of Agreement, Disconnection and Migration of Service

1. Default; Definition: “Default” under this Agreement shall be defined as a breach by the other Party of any provision herein, including, without limitation:

  • Either Party’s material breach of any representation, warranty or covenant of this Agreement;
  • Failure by Reseller to pay any sum due to SIMPL hereunder when due within the allotted time;
  • Either Party’s filing of a petition seeking relief for itself under the bankruptcy laws of any jurisdiction;
  • Entry of an order for relief against either Party under the bankruptcy laws of any jurisdiction;
  • Either Party’s making of a general assignment for the benefit of its creditors;
  • Either Party’s consent to the appointment of or taking possession of all or substantially all of its assets by a receiver, liquidator, assignee, trustee, or custodian;
  • Either Party’s insolvency or failure to pay its debts generally as they become due;
  • Either Party’s action (or sufferance of any action taken by its directors or shareholders) effecting or seeking its dissolution or liquidation; or
  • Unauthorized assignment of this Agreement.

2. Termination:

  • Fraud or Non-Payment: SIMPL may terminate this Agreement if Reseller fails to make any payment when due under this Agreement or if Reseller or End User engaged in abuse or fraudulent use of the Service, which failure or abuse or fraudulent use continues for more than five (5) days after notice from T-Mobile.
  • Non-Activation: SIMPL may terminate this Agreement if Reseller has not activated an End User SIM on the Service within six (6) months of the Effective Date;
  • Breach: Either SIMPL or Reseller may terminate this Agreement if the other Party fails to comply with any material representation, warranty, obligation, or covenant set forth in this Agreement, including without limitation conditions of Default as provided above, which failure continues for a period of more than thirty (30) consecutive days after receipt of notice from the nonbreaching Party specifying the breach.
  • Automatic Termination: A Default for an unauthorized assignment of this Agreement shall automatically terminate this Agreement without any further notice or action required from the non-Defaulting Party.

3. Disconnection of Service/Transition Period: Upon expiration of the Term (but not upon termination for breach), SIMPL will continue to provide Service to Reseller for a “Transition Period” that will end the earlier of: (a) one hundred eighty (180) days after the expiration date, or (b) the first day that Reseller has no End User SIMs on the Carrier Network under this Agreement, unless terminated early as set forth below. During the Transition Period, Reseller is prohibited from adding new End Users and/or new End User SIMs (including incoming ports), and SIMPL may enforce this by prohibiting Reseller from accessing applicable SIMPL APIs or the GUI. At the end of the Transition Period (or earlier as may be permitted elsewhere in the Agreement), SIMPL may terminate Service to Reseller, the End Users, and the End User SIMs. Unless otherwise stated in this Agreement, all the terms and conditions of this Agreement, will remain in effect during the Transition Period. During the Transition Period, if there is a breach under Section L.2.(c) (Breach) above, the non-breaching Party may, upon notice to the breaching Party, terminate the Transition Period and pursue any other right or remedy under this Agreement. Reseller shall provide reasonable notice to End Users of the Transition Period and any disconnection of service caused by

Upon termination of this Agreement for breach under Section L.2.(c) above, SIMPL shall cease to provide Service to Reseller and the End Users as of the date of termination. Reseller shall provide reasonable notice to End Users of any disconnection of service caused by termination of this Agreement.

4. Survival of Financial Obligations: Termination of this Agreement shall not release either Party from any financial obligation owed to the other Party, to any financial obligations that might subsequently accrue as the result of any act or omission occurring prior to termination, nor from any obligation which is expressly stated to survive termination.

5. Remedies: Termination, regardless of cause or nature, shall be without prejudice to any other rights or remedies of the Parties and shall be without liability for any loss or damage occasioned thereby, subject to the other terms herein. Termination of this Agreement for any cause shall not release either Party from any liability which at the time of termination has already accrued to the other Party hereto or which thereafter may accrue in respect of any act or omission prior to termination.

M. Reseller Warranties

In addition to all other Reseller representations and warranties set forth herein, Reseller represents and warrants that: (a) Reseller’s execution of this Agreement and Reseller’s performance of its obligations hereunder does not now and will not in the future violate any agreement between Reseller and any third party; (b) Reseller has complied with all applicable registration and licensing requirements to enable Reseller to act as a Reseller under the terms of this Agreement; and (c) Reseller will comply with all applicable laws, regulations, and ordinances in the performance of this Agreement.

N. Miscellaneous

  • Entire Agreement: This Agreement, including all exhibits and attachments hereto, sets forth the entire understanding between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings, communications or agreements, whether written or oral, regarding such subject matter.
  • Authority: Each Party hereto warrants that it has the authority to enter into this Agreement, and the signatories, by executing this Agreement, warrant that they have the authority to bind the respective Party.
  • No Joint Venture or Agency: Nothing herein shall be construed or deemed to create any joint venture, partnership, franchise, or agency between SIMPL and Reseller. The rights, duties, obligations and liabilities of SIMPL and Reseller are separate and not joint or collective, and it is not the intention of the Parties hereto to create under any circumstances a joint venture or partnership or the relationship of master-servant or principal-agent. Except as expressly provided herein, SIMPL shall have no authority to commit or bind Reseller with respect to any third party, and Reseller shall have no authority to commit or bind SIMPL with respect to any third party.
  • Severability: If any term of this Agreement or the application thereof to any person, entity or circumstance shall at any time or to any extent be determined to be invalid or unenforceable under any provision of applicable law, to the full extent the applicable law may be waived, it is hereby waived. To the extent such law cannot be waived, the invalid or unenforceable term shall be replaced by a valid term which comes closest to the intentions of the Parties to this Agreement. In case such replacement term cannot be agreed upon, the invalidity of the term in question shall not affect the validity of any other term or this Agreement as a whole, unless the invalid term is of such essential importance that it can be reasonably assumed that the Parties would not have entered into this Agreement without the invalid term.
  • Waivers: Neither the waiver by either Party to this Agreement of any breach of any agreement, covenant, condition or provision hereof nor the failure of either Party to seek redress for violation of, or to insist upon strict performance of, any such agreement, covenant, condition or provision shall be considered to be a waiver of any such agreement, covenant, condition or provision or of any subsequent breach thereof. No provisions of this Agreement may be waived except by written agreement by Vice Presidents or officers of SIMPL and by the President or Chief Financial Officer of Reseller.
  • Amendments: SIMPL reserves the right to amend Exhibit A (acceptable use) at any time without notice. Revisions to Exhibit A shall be posted on SIMPL's website at https://www.justsimpl.com/the-multi-carrier-aup. SIMPL may amend Exhibit B (Services) at any time for any reason upon thirty days’ prior written notice. Any other amendments shall be made by mutual agreement, in writing and executed by both Parties.
  • Binding Effect: Successors and Assigns; Assignment: This Agreement shall be binding upon and inure to the benefit of the Parties, their respective successors, personal representatives, and permitted assigns. SIMPL may assign its rights and obligations hereunder by giving Reseller written notice of such assignment, which assignment shall fully release SIMPL from any further obligations or liability under the terms of this Agreement commencing on the effective date of the assignment. Reseller may assign its rights and obligations hereunder including to any subsidiary or Affiliate of Reseller, with the prior written consent of SIMPL , which consent shall not be unreasonably delayed or withheld. SIMPL may, in determining whether to grant its consent to an assignment, consider any factors it deems relevant to such a determination including, but not limited, to assignee’s credit history, business history, and reputation in the business community.
  • Force Majeure: If either Party’s performance of any of its obligations hereunder is delayed by strike, labor dispute, unavailability of materials, outbreak of military hostilities (whether or not war is declared), epidemics or pandemics, act of God, governmental action, flood, fire, explosion or other matters not within its reasonable control or by the inability of either Party to procure and obtain needed government consents or approvals, then the date for performance shall be extended by the time of such delay; provided, however, that, as to any and all such causes, the Party so affected shall pursue with reasonable diligence the avoidance or removal of such delay if reasonably feasible.
  • Notices: All notices and other communications required by this Agreement shall be given in writing and shall be deemed to have been duly given and effective (a) upon receipt if delivered in person or via facsimile (with proof of proper transmission), or (b) one day after deposit prepaid with a national overnight express delivery service, or (c) three days after deposit in the United States mail (registered or certified mail, postage prepaid, return receipt requested):
  • If to Reseller: Existing Customer address on SIMPL’s e-commerce site, https://justsimpl.com
  • If to SIMPL: SIMPL Wireless, LLC 2055 Sugarloaf Circle, Suite 550 Duluth, Georgia 30097
  • Governing Law, Venue, and Jurisdiction: This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and shall be governed by the laws of the State of Georgia, without reference to the principles of conflicts of laws that would require the application of the laws of another jurisdiction and notwithstanding the location of the SIMPL or Reseller.
  • Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

EXHIBIT A

ACCEPTABLE USE POLICY

Customer's access to and use of the Services is subject to SIMPL's Multi-Carrier Acceptable Use Policy, as may be revised from time to time (the "Acceptable Use Policy" or "AUP"). The current version of the Acceptable Use Policy is available at: https://www.justsimpl.com/the-multi-carrier-aup

By using the Services, Customer acknowledges and agrees to comply with the Acceptable Use Policy as it exists at the time of such use, including any updates or modifications made by SIMPL. SIMPL reserves the right to amend the Acceptable Use Policy at any time, and continued use of the Services following any such amendment constitutes Customer's acceptance of the revised Acceptable Use Policy.

Customer is responsible for ensuring that all End Users comply with the Acceptable Use Policy. Customer will be liable to SIMPL for any costs, damages, and liabilities incurred by SIMPL resulting from any End User's failure to comply with the Acceptable Use Policy.