Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") are an agreement between you and SimpliQ Inc., a Delaware corporation ("SimpliQ," "we," "us"). By accessing or using SimpliQ's services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the service. If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

These Terms apply to all visitors, users, and others who access or use SimpliQ, the AI-native GTM execution engine that helps teams design, run, and improve revenue workflows.

2. Description of Service

SimpliQ is the AI-native GTM execution engine. Customers connect a CRM, CSV files, or lead forms; SimpliQ continuously enriches contacts, surfaces buying signals, identifies lookalike prospects against the customer's ideal customer profile, generates personalized messaging, and executes outreach workflows with full visibility and control. Email execution is native to the platform; additional channels are available through third-party connectors at provider rates.

Workflow approvals can be set on or off per workflow. With approvals on, you review messages before they send. With approvals off, messages send automatically within the workflow rules you have approved. In both modes, nothing sends outside the rules you control.

2A. Early Access

Portions of the Services may be offered as early access, beta, or preview features. These are provided for evaluation, may be changed, suspended, or discontinued at any time, and may contain errors. Early access pricing and discounts apply to the plan purchased and do not guarantee the availability of any particular feature. Early access features are provided AS IS to the fullest extent permitted by law.

3. User Responsibilities

Account Security

You are responsible for safeguarding your account credentials and all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

Prohibited Uses

• Sending spam, unsolicited messages, or engaging in abusive outreach practices
• Violating any applicable laws or regulations
• Impersonating others or providing false information
• Attempting to gain unauthorized access to other users' accounts or data
• Using the service for illegal activities or harassment
• Reselling, redistributing, or publishing contact data obtained through SimpliQ outside your organization's own business outreach
• Uploading contact data that you do not have a lawful basis to process

Connected Channel Compliance

Some outreach channels are available through third-party connectors. When you connect a third-party channel or account, you are responsible for complying with that platform's terms of service, including any messaging, volume, and data usage rules it imposes.

SimpliQ is an independent service. It is not affiliated with, endorsed by, or certified by any connected platform or connector provider. All third-party names, logos, and trademarks are the property of their respective owners.

Email Compliance

You are responsible for ensuring your outreach through SimpliQ complies with applicable laws, including CAN-SPAM, GDPR and ePrivacy rules, and CASL. This includes providing accurate sender information, honoring unsubscribe requests, and using contact data only on a lawful basis. Where SimpliQ provides business contact data, SimpliQ warrants that it has the rights necessary to provide that data for business outreach (see Section 4A, Data Warranty); responsibility for how you use it, including the content, targeting, and legality of your messages, remains with you.

4. AI and Data Processing

SimpliQ uses artificial intelligence to analyze prospect data, generate personalized messages, and optimize outreach workflows. By using the Services, you instruct SimpliQ to perform this processing on your behalf with respect to data you provide or connect, and you acknowledge SimpliQ's independent processing of business contact data as described in our Privacy Policy.

Our AI systems are designed to respect privacy and comply with data protection regulations. See our Privacy Policy and AI Usage Terms for detailed information about data handling.

4A. Data Warranty

SimpliQ represents that it possesses all necessary authority and permissions to provide customers with access to the business contact data made available through the Services, and that such data is collected and processed in accordance with applicable data protection laws.

Where an individual exercises a right of deletion or objection, SimpliQ will remove the individual's data from the Services, maintain a suppression record to prevent re-inclusion, and notify affected customers where required by law.

SimpliQ's obligations under this Section apply to data SimpliQ provides, not to data you upload or connect from your own systems.

Business contact data is compiled from multiple sources on a commercially reasonable efforts basis; SimpliQ does not warrant that any individual record is accurate, complete, or current. Your exclusive remedy, and SimpliQ's entire liability, for any breach of this Section is, at SimpliQ's option, re-performance of the affected enrichment, replacement credits, or a refund of the fees paid for the affected data, subject to Section 9 (Limitation of Liability).

5. Subscription and Payment

SimpliQ operates on a subscription basis. Payment is due in advance for each billing cycle. Failure to pay may result in service suspension or termination.

Plans include a contacts under management allowance (the number of records SimpliQ stores, monitors for signals, and keeps fresh, with lead intelligence included) and monthly enrichment credits. Lead intelligence enrichment is included on all managed contacts; credits are consumed only for premium waterfall data obtained from third-party providers, such as verified emails SimpliQ must source, direct dials, or technology-install data. Credits are allocated per billing cycle and do not roll over unless specified. Additional credits and additional managed-contact capacity can be purchased.

Prices are exclusive of taxes; you are responsible for any applicable sales tax, VAT, or similar charges, other than taxes on SimpliQ's income. We reserve the right to change pricing with 30 days' notice.

6. Refund Policy

Except when required by law, paid Subscription fees are non-refundable. If you are unsatisfied with our services, please email us at [email protected]

7. Intellectual Property

The SimpliQ platform, including its AI models, algorithms, software, and content, is owned by SimpliQ and protected by intellectual property laws. Users are granted a limited, non-exclusive license to use the service.

You retain ownership of your data and content. By using SimpliQ, you grant us permission to process your data to provide and improve our services.

8. Service Availability

We strive to maintain high service availability but cannot guarantee uninterrupted access. Scheduled maintenance will be announced in advance when possible.

Changes, rate limits, or disruptions affecting third-party platforms, connectors, or data providers may affect service functionality. We will work to minimize such impacts but are not liable for external service dependencies.

8A. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS (INCLUDING SECTION 4A), THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, SIMPLIQ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SIMPLIQ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY OUTREACH WILL ACHIEVE PARTICULAR RESULTS.

9. Limitation of Liability

SimpliQ's liability is limited to the amount paid by you for the service in the 12 months preceding any claim. We are not liable for indirect, incidental, or consequential damages.

You acknowledge that automated outreach carries inherent third-party platform risk, whether through connected channels or through the email accounts you connect. This includes potential restrictions, suspensions, or throttling imposed by those platforms or providers on your accounts, and effects on your domain or sender reputation. SimpliQ provides tools and guidance to reduce these risks but, except to the extent caused by SimpliQ's material breach of these Terms, is not responsible for actions taken by third-party platforms or providers against your accounts, or for deliverability outcomes.

9A. Indemnification

You will defend, indemnify, and hold harmless SimpliQ and its officers, directors, employees, and agents from and against any third-party claims, damages, and reasonable costs (including attorneys' fees) arising out of: (a) your use of the Services or of data provided through the Services in violation of these Terms or applicable law, including anti-spam and data protection laws; (b) content you create, approve, or send through the Services; or (c) data you upload or connect without a lawful basis. SimpliQ will promptly notify you of any such claim and reasonably cooperate at your expense; you may not settle any claim imposing obligations on SimpliQ without SimpliQ's consent.

10. Termination

Either party may terminate this agreement at any time. Upon termination, your access to the service will cease, and we will delete your data in accordance with our data retention policy.

We may terminate or suspend your account immediately for violations of these Terms and policies.

11. Changes to Terms

We may modify these Terms. Material changes take effect 30 days after we post them and notify you by email or in-product notice; other changes take effect upon posting. Continued use of the service after the effective date constitutes acceptance of the modified Terms.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of laws principles.

Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware, conducted in English by a single arbitrator, with judgment on the award enforceable in any court of competent jurisdiction. Either party may instead bring an individual claim in small claims court, and either party may seek injunctive or equitable relief in court for infringement or misuse of intellectual property or confidential information.

Disputes must be brought on an individual basis only. NEITHER PARTY MAY PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MULTIPLE PARTIES.

12A. Export Controls and Sanctions

You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive sanctions, and that you are not a sanctioned or restricted party under applicable export control and sanctions laws, including those of the United States. You will not use the Services in violation of such laws or permit access by any sanctioned party.

12B. Miscellaneous

Assignment. You may not assign these Terms without SimpliQ's prior written consent. SimpliQ may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Entire Agreement; Severability; Waiver. These Terms, together with the policies they reference, are the entire agreement between the parties regarding the Services and supersede prior agreements on that subject. If any provision is held unenforceable, the remainder stays in effect. A failure to enforce any provision is not a waiver of it.

Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

Notices. SimpliQ may provide notices by email to the address on your account or by in-product notice. Legal notices to SimpliQ go to [email protected].