Last Updated: December 30, 2018
The following end user license agreement (“EULA”) constitutes an agreement between you (the individual using the Software and the Services, as defined hereunder, and/or the entity on whose behalf you are acting) and Simpool.IO Ltd. (“Simpool” or the “Company”). This EULA governs your use of the Software and Services.
It is important that you carefully read and understand this EULA. By clicking the “I Accept” button, you agree to be bound by this EULA and the terms hereof. If you do not agree with all the terms of this EULA and do not agree to be bound by this EULA, please click the “I Do Not Accept” button, or simply leave the page. If you do not accept this EULA, you will not be granted access to use the Software and the Services. In addition, by clicking the “I Accept” button, you affirm that you are of legal age and have the legal capacity to enter into this EULA. If you are entering into this EULA on behalf of an entity, such as the company you work for, you represent to Simpool that you have the legal authority to bind that entity.
1. For purposes of this EULA, the following terms shall have the following meanings: (i) “Output” means the game growth simulation dashboard and game economy simulation dashboard, resulting from the Services; (ii) “Services” means the services involving generation of Output by means of the Software, as made available by Simpool through the website at: https://www.simpool.io (the “Website”); (iii) “Software” means Simpool's proprietary software for monitoring and prediction of game economy KPI based on multiple random dimensions; (iv) “User Account” means an online account created by you in order to use the Software and the Services; and (v) “User Content” mean designs, images, files, technical and any other non-personally identifiable data, information or materials created, entered or uploaded by you in order to generate the Output in connection with the Services.
2. When registering your User Account and using the Software and/or the Services, it is your responsibility to provide full, complete and accurate information. You are the sole and exclusive rights holder of your User Account. We emphasize the importance of providing your own (or your company’s) correct contact and billing details (if applicable), including a valid e-mail address, which we may use to identify and verify the actual and true owner of the User Account and/or User Content submitted to us.
3. If anyone other than yourself accesses your User Account and/or any of your settings, they may perform actions which are otherwise available only to you, make changes to the Output, your User Account, and accept legal terms therein, make various representations and warranties and more – and all such activities will be deemed to have occurred on your behalf and in your name. Please keep the log-in credentials of your User Account confidential, and allow access only to people you trust - as you will be solely and fully responsible for all activities that occur under your User Account (including for any representations, warranties and undertakings made therein), whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities.
4. You undertake and agree: (i) to fully comply with the terms of this EULA, all applicable laws and any other contractual terms which govern your use of the Software and Services (and any related interaction or transaction); and (ii) to be solely responsible and liable with respect to any of the uses of the Software and Services which occur under your User Account, and for any of your User Content (including for any consequences of using or publishing such User Content on or with respect to the Software and Services) in accordance with the terms and conditions of this EULA and any applicable laws.
License Fees and Payment Terms
5. The availability of Services and Software is subject to payment of applicable license fees, as publicized on the pricing page of the Website, including a one-time integration fee (collectively, the "License Fees"). All License Fees amounts are charged per game, and are stated in and shall be paid in U.S. dollars. License Fees are charged on a monthly, pre-paid basis through a credit card number provided by you.
We will issue an invoice for any payment of the License Fees to Simpool (“Invoice”). Each Invoice will be issued in electronic form, and will be made available to you via your User Account and/or by e-mail registered on the User Account. If you have any questions in this regard, you may contact our support department at Support@simpool.io and we will do our best to revert to you promptly during our business hours.
6. We may revise the rates for the Software and/or the Services at any time, or impose additional fees or charges. If you have an active User Account, we will provide you with prior notice of any increase in the License Fees and/or the imposition of any additional fees or charges, by a message to the contact person listed on your User Account, or by other appropriate means of electronic communication. All License Fees are non-refundable, and will continue to be charged automatically on a monthly basis, unless your User Account is terminated as stated in this EULA.
7. As part of registering or submitting information to receive the Services, you also authorize Simpool (either directly or through its affiliates, subsidiaries or other third parties) to request and collect payment (or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries Simpool may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).
8. To the extent permitted by law (and unless specified otherwise by Simpool in writing), all License Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of the Services, or to any payments or purchases made by you. If Simpool is obligated to collect or pay Taxes for the License Fees payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding License Fees and will be reflected in the Invoice for such transaction. We recommend that you independently verify the existence of any additional fees you may be charged by third parties in connection with the purchase of Services or in connection with the renewal thereof (such as international transaction fees, currency exchange fees or fees due to banks or credit card companies). Simpool is not responsible for any such additional fees or costs, which shall be borne by you.
9. You must provide full, complete and current information for your billing account. You must promptly update all information to keep your billing account full, complete, accurate and current (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us if your payment method is canceled (e.g., for loss or theft), or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your account credentials or password. Changes to such information can be made at Support@simpool.io.
11. You may cancel the Services and License at any time, in the manner contemplated by this EULA.
License Terms and Conditions
12. Subject to the terms and conditions of this EULA, Simpool hereby grants to you a restricted, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license during the term of this EULA to use the Software and the Services as provided on the Website (the “License”). It is hereby clarified that the License (and the Services provided in connection therewith) shall apply with respect to one (1) game, and you will be considered to have entered into a separate agreement with Simpool with respect to each additional game.
13. The Software and Services are being licensed to you and you hereby acknowledge that no title or ownership in the Software and Services, or in any part thereof, are transferred or assigned and this EULA is not to be construed as a sale of any rights in the Software and Services, or in any part thereof. However, any suggestion or feedback submitted by you through the User Account will become the exclusive property of Simpool.
14. With respect to the Software, you hereby accept and undertake, to use the Software solely in accordance with the instructions provided to you and/or publicized on the Website, and not to copy, not to replicate, not to translate, not to adapt and/or modify, the Software or any part thereof (or attempt to do any of the foregoing and/or other similar actions) and further, not to create any derivative work from the Software, or any part thereof, and not to take any action with the intent of discovering the Software's source code (including by way of reverse engineering and/or by using mechanically, electronically, manually and/or any other such similar means), whether yourself or through the assistance of a third party, and whether directly or indirectly. Furthermore, you are not authorized to distribute the Software and Services and/or use the Software and Services or any part thereof, commercially.
15. All intellectual property rights connected and/or related and/or embedded in the Software and Services, or in any part thereof, their manuals and trademarks, including without limitation, any and all patents, copyrights, trademarks, trade secrets, logos and/or moral rights, etc., as existing now or as may exist in the future, and irrespective if they are registered or not, are and shall remain at all times in the sole proprietary ownership of the Company. Without derogating from the foregoing, you retain all intellectual property rights in the User Content and in the Output.
16. During the term of this EULA, you hereby authorize Simpool to use, at no cost, your name and logo (or the name and logo of the company you represent, as applicable), solely for the purpose of placing such name and logo on Simpool’s website, advertising you (or the company you represent, as applicable) as the user of the Services. Simpool undertakes not to attach any additional trademarks, logos, or designations to your name and logo, not to make any changes or modifications to such name and logo, and to use it solely for the purpose described herein. You shall retain all rights and title to your proprietary names, logos and trademarks, and nothing contained in this EULA shall be deemed as Simpool any right and/or interest in such name, logo or trademarks, except as specifically set forth herein.
17. You are responsible for purchasing, maintaining and supporting at your own expense, any telephone, telecommunications instrument, computer hardware, computer software and/or any such other equipment and/or device, required for the use of the Software and/or Services.
18. You undertake the sole responsibility to ensure that any use of the Software and/or Services, and any part thereof, does not infringe on any of the terms herein, including without limitation, that the foregoing use does not breach the Company's intellectual property rights as described herein.
19. THE SOFTWARE AND SERVICES ARE LICENSED AND PROVIDED TO YOU BY SIMPOOL ON “AS IS” AND “AS AVAILABLE” BASIS. SIMPOOL MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND/OR THE SERVICES AND/OR THE OUTPUT, AND ANY PART OF EITHER OF THE FOREGOING, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY RELATING TO THE SOFTWARE AND/OR THE SERVICES AND/OR THE OUTPUT, THEIR NON-INFRINGEMENT, QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
20. BECAUSE OF THE NATURE OF THE SOFTWARE AND/OR SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIMPOOL SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE AND/OR SERVICES AND/OR THE OUTPUT, OR ANY PART THEREOF (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR INFORMATION OR OTHER PECUNIARY OR NON-PECUNIARY LOSS) EVEN IF SIMPOOL SHOULD HAVE KNOWN OF AND/OR IS OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, IN THE EVENT THAT SIMPOOL IS FOUND LIABLE TO YOU AND/OR TO ANY THIRD PARTY AS A RESULT OF OR IN CONNECTION WITH THE SOFTWARE AND/OR SERVICES AND/OR THE OUTPUT, IRRESPECTIVE OF THE AFORESAID, SIMPOOL'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SIMPOOL'S LIABILITY, AND THE FORGOING SHALL BE THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU.
Term and Termination
21. The term of your License under this EULA shall commence on the date that you accept this EULA and shall continue for as long as you use the Software and/or Services, unless otherwise terminated as set forth in this EULA. Your License shall terminate immediately and without notice if you attempt to circumvent any technical protection measures used in connection with the Software and/or Services or you otherwise use the Software and/or Services in breach of the terms of this EULA. You may terminate your License at any time by logging into your account and going to "Cancel My Account". Please note that termination of the License will not entitle you to any refund with respect to License Fees already paid on your account.
22. Upon termination of this EULA, for any reason whatsoever, you agree to cease immediately any use of the Software and Services, and any part thereof. Notwithstanding the foregoing, Sections 1, 14, 16, 17, 18, 20, and 21 shall indefinitely survive the expiration or termination of this EULA.
23. Simpool reserves the right to modify and/or update this EULA and the terms hereof, from time to time, at its sole discretion. In the event that Simpool modifies and/or updates this EULA and the terms hereof, Simpool will notify you by reasonable means and shall provide you the opportunity to opt-out of acceptance of the updated EULA terms by terminating this EULA. Your failure to opt-out of the updated EULA and terminate this EULA shall constitute your acceptance of the updated EULA and including, without limitation, and modification and/or update thereof. For any questions with respect to updates to this EULA or in order to opt-out, please contact us at Support@simpool.io.
24. Unless specifically determined in writing otherwise, this EULA is the sole and complete agreement between you and Simpool pertaining to the subject matter hereof, and any previous agreement, statement and/or warrant, given orally or made in writing is hereby annulled.
25. You are not entitled to assign, transfer and/or sub-contract this EULA and any of the terms hereof, to any third party, without first obtaining the Company’s written approval, and any action contrary thereto shall be deemed null and void.
26. The failure of Simpool to enforce any right or provision of this EULA will not constitute a waiver of such right or provision.
27. If any provision of this EULA is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this EULA will remain in effect and the invalid or unenforceable provision will be deemed to modified in a way that makes it valid and enforceable to the maximum extent permitted by applicable law.
28. Any delay in the performance of any duties or obligations of either party (except payment of money owed) will not be considered a breach of this EULA if such delay is caused by legitimate force majeure circumstances, such as labor disputes, fire, earthquake, war, acts of terrorism (including cyber-terrorism), or any other event beyond the control of such party.
29. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel (without giving effect to its conflict of laws rules), and the parties hereby subscribe to the sole and exclusive jurisdiction of the courts in Tel Aviv – Jaffa, Israel, over all matters and/or disputes arising and/or concerning and/or in connection with this EULA. Notwithstanding the above, Company may seek an injunction or any such other legal remedy, as applicable, in any jurisdiction, at its sole discretion.