Terms & Services

By downloading or using any of the following mobile applications: Simpley Partner Mobile Application and Simpley Courier Mobile Application (all collectively shall be termed the “App”) and accessing the website www.simpleyapp.com(“Website”) you (including “you,” “your,” or “User”) agree to be bound by these Terms of Service (“Terms”).

The App and the Website and the delivery services (collectively, the “Services”) are owned, provided, and operated by Outtabox Inc. ( “Outtabox,” which may also be referred to as “Simpley,” “we,” “our,” or “us”), a Delaware corporation. Simpley provides an on demand delivery service through our couriers where the Partner(s) can place an order for delivery of goods supplied by Partner(s). Simpley offers the Services, including all information, tools, and features available on the Services, to you, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here. These Terms can be found at https://www.thesimpleyapp.com/termsservices and serve as a supplement to Simpley’s other policies, including, but not limited to, its Privacy Policy.

THESE TERMS CONSTITUTE A LEGALLY BINDING UNDERSTANDING BETWEEN SIMPLEY AND YOU AND GOVERNS THE TERMS OF USE OF THE APP, THE WEBSITE WWW.THESIMPLEYAPP.COMAND SERVICES. PLEASE READ THESE TERMS CAREFULLY. ALL USERS OF THE APP AND THE SERVICES MUST BE AT LEAST EIGHTEEN (18) YEARS OLD AND LEGALLY PERMITTED TO ENTER INTO A BINDING CONTRACT. YOU MAY NOT ACCESS THE SERVICES IF YOU HAVE PREVIOUSLY BEEN PROHIBITED FROM USING IT OR WE HAVE TERMINATED YOUR ACCOUNT.

WE GRANT YOU PERMISSION TO USE THE SERVICES IN EXCHANGE FOR ACTING IN ACCORDANCE WITH THE FOLLOWING GUIDELINES. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE THE SERVICES. BY DOWNLOADING OR USING THE SERVICES YOU ARE ACCEPTING AND CONSENTING TO THE PRACTICES DESCRIBED IN THESE TERMS.

1. MODIFICATIONS TO TERMS

We may modify the Terms from time to time. In the event of such change, you will be notified by us either through email or on the homepage of the User’s respective App and the Website. You are solely responsible for familiarizing yourself with these Terms, and your continued use of the Services following such notification will signify your agreement to be bound by the modifications. If you do not agree with the changes, please do not use the Services.

2. DEFINITIONS

2.1 Partner

A Partner (“Partner”) is a User who places an order through the App. The Partner pays a flat fee per order and accesses the Services through the Simpley Partner Mobile Application. Each Partner must provide certain information to access the Services, including but not limited to his/her first name, last name, Partner store phone number, physical address, and email address.

2.2 Courier

A Courier (“Courier”) is an individual engaged by Simpley to deliver goods from a Partner (defined above) to the Partner’s Customer. The Courier uses the Simpley Courier Mobile Application to manage and deliver orders. The Courier picks up the order from the applicable Partner and delivers it to the Partner’s Customer within the period of time dictated by the App. Each Courier is paid a flat rate for each Order they successfully deliver to the Partner’s Customer. Each Courier receives payment within four (4) calendar days of a successful delivery (by way of example, if Courier successfully delivers an order on the 5th day of the month, he/she will receive payment on the 9th day of the month).

3. USE OF THE SERVICES

3.1 Registration

By Partner

In order to access the Services, each Partner must provide certain information, including but not limited to its official business name, store name (if different from the business name), and email address for the Partner’s representative. The Partner must have a physical storefront located in New York state, and must be duly authorized to operate a business of its type in the state. We reserve the right to request documentation from a Partner to show proof of authorization to operate in New York.

By Courier

In order to download the App, each Courier must provide certain information, including but not limited to the Courier’s first name, last name, phone number, email address and payment information to Simpley. Upon the Courier providing this information, Simpley will create an account on the Simpley Courier Mobile Application for the Courier. A Courier must deliver all orders by biking, walking or any other form of transportation. When picking up an order or delivering an order, a Courier may not and shall not wear any attire that is obscene, profane, or that would put Simpley in a negative light. We reserve the right to suspend or terminate a Courier’s use of the Services for violation of the foregoing provision.

3.2 Availability of the Services

We reserve the right to make changes to the offerings and functionality of the Services without prior notice to the Partner. We may also limit or restrict the features offered on the Services. In our sole discretion, we may limit, suspend, or terminate a Partner account if a Partner violates these Terms. We also reserve the right to deny access to the Services to anyone for any reason.

3.3 Restricted Uses

As a Partner, you agree to refrain from engaging in the following types of behavior:

Defamatory or hateful speech
Spam
Hacking, fraud, or phishing
Copyright or trademark infringement
Impersonation
Bullying, threats, stalking, name-calling, or harassment
Privacy or confidentiality violations
Posting of obscene or sexually vulgar or offensive material
Attempts to interfere with, interrupt, destroy, or limit the functionality of the Website or App
Violating any applicable law
Encouraging anyone to engage in the above behaviors

This list is not meant to be exhaustive of the types of conduct that Simpley will not tolerateor allow on the Services. We will take action as we see fit against any behavior that we deem to go against the spirit of the Services or violate these Terms. We reserve the right to enforce these rules, including but not limited to suspending or terminating accounts or removing content. Simpley does not have a duty or contractual obligation, however, to act against these types of behavior. Your use of the Services is at your own risk, and you agree not to hold Simpley liable for any content or behavior that you may find offensive, objectionable, or otherwise inappropriate.

Please promptly inform Simpley at CorpHQ@simpleyapp.com if you witness any offensive, objectionable or inappropriate activity taking place.

3.4 Refunds

Simpley will not process any refunds or exchanges for the Order Amount of orders placed through the Services. All refunds and exchanges must be handled at the Partner’s retail store. If a Partner places an order and later decides to cancel and the Courier has not yet picked up the order, Simpley will refund the Simpley Delivery Fee (defined below). If the Courier has already picked up the order, the Simpley Delivery Fee will not be refunded. Simpley reserves the right to refuse to refund the Simpley Delivery Fee for excessive cancellations by a Partner.

3.5 Delivery

When a Partner makes a request for an order, the Partner must fulfill the order immediately, but in no event, shall a Partner take more than thirty (30) minutes to fulfill an order. Courier must deliver the goods to the Partner’s Customer within the time period specified in the applicable request. Failure of Courier to deliver the item on time will result in penalty fees to Courier, and failure of Courier to deliver the item will result in Courier being liable for 40% of the Order Total (defined below), and may result in termination of the Courier. Continuous failure of Vendor to fulfill the order in the time required may result in Vendor losing access to the Services.

3.6 Cancellation

To cancel an order directly through the app:

1. Access your order history live order tracking screen, then find and tap "Cancel Order"

2. A pop up appears confirming you'd like to cancel and alerts you to any potential charges associated with cancelling.

3. To complete the cancellation, tap "Yes" to confirm.

4. Another pop up appears confirming that the order has been cancelled.

If you cancel an order after the 5-minute grace period, you will be charged a cancellation fee of $10. To dispute any refund after a cancel is done, reach out to Simpley Support by selecting “Help” in your profile menu and contacting support.

3.7 Termination

Partner may terminate these Terms by closing their account. Simpley may terminate these Terms, effective immediately, by providing written notice to a Partner. In addition, Simpley has the right to terminate the Services at any time, with or without cause, without prior notification to you.

Upon termination, your access to the Services will immediately cease. However, such termination does not relieve you of any obligations or promises made by you while using the Services, whether made to us or other Users. Partners will remain responsible for paying for any orders placed prior to termination; Couriers will be responsible for delivering any orders that were sent to Courier before termination.

We will not be held liable for any inconvenience or damage you may incur as a result of such termination, and we reserve the right to take action (including legal) against you for any failure to fulfill an obligation upon termination. In the event that Simpley must engage the services of a collection agency or attorney in order to obtain funds owed by you, you agree to reimburse Simpley the costs of such collection, including reasonable attorney’s fees.

If Courier has not made a delivery on the App for thirty (30) days, Simpley will mark his/her account as inactive, send written notice of such action, and suspend the Courier’s account. While the account is suspended, Courier will not be able to make any deliveries.

After termination, those provisions of these Terms that should survive by their nature should survive termination, will survive, including but not limited to disclaimers of warranty, limited liability, indemnification, and intellectual property protection.

4. FEATURES OF THE SERVICES

4.1 Partner Profile

You agree to ensure that the information contained on your profile is accurate and up to date. You will not engage in any fraudulent activity with respect to your identity. You are responsible for safeguarding the confidentiality of your profile and your login information. Please notify us immediately at corphq@simpleyapp.com if you witness fraudulent activity, inappropriate activity, or unauthorized use of your account.

We are not responsible for any issues that may arise if the third-party account you use to access the Services is accessed without your permission.

4.2 Courier Information

When a Customer places an order, the respective Partner will receive certain information about the Courier responsible for delivering the applicable order. This information will include the Courier’s first name, last name, and a photograph (“Courier Information”). Courier hereby grants Simpley the right to make available Courier Information to respective Partners.

4.3 Location

When delivering an order, the Courier’s location will be tracked, and such location will be displayed for Customers and Vendors to see. Courier hereby grants Simpley the right to track Courier, and to share this information with other Users. Courier hereby releases Simpley from any and all liability and damages that may arise as a result of sharing Courier’s location on the Services.

4.4 Fees and Invoicing

When a Partner places an order, they are charged an agreed upon rate depending on the final delivery destination. Payment method is charged for the amount of the Delivery fee and the Service Fee may be referred to collectively as the “Order Total.” Charges and payments will be made using the payment method that the Partner specifies at the time of placing the order.

-Payment Link Option

Simpley will provide a payment link option for an agreed upon rate to the Partner. The Partner will then provide that link to their customers for direct payment by their customer. Once the payment has been confirmed a notification will be sent to the Partner with authorization to place a delivery order on the Partner’s Customer’s behalf.

-Optional Auto Tips

Partner’s have the option to include an agreed upon tip for all orders, which will be transferred to the courier making the delivery upon completion. Partner’s have the option to remove at any time.

- Invoicing Option

Simpley will invoice Partner for its Services in accordance with the rates, charges, and provisions set forth in any agreed upon rate provided to Partner or the Service Agreement with Partner, and Simpley will also be entitled to impose charges in accordance with Simpley then current rules and accessorial charges as amended from time to time, which rules and accessorial charges are available on Simpley’s website, or upon request.

-Late payment

Partner agrees to pay invoices within the agreed-to credit period without deduction or setoff. If no credit period has otherwise been established, payment is due within thirty (30) days of the date of Simpley’s invoice. Partner acknowledges and agrees that Simpley may, in Simpley’s sole discretion, establish credit limits applicable to Partner, which limits may be revised from time to time in Simpley’s sole discretion. Simpley will apply payment to the amount due for the specified invoice, regardless of whether there are earlier unpaid invoices. Partner agrees that all overdue invoices will be subject to interest at 2% per month, or 24.0% per annum, on the outstanding balance plus collection costs.

Partner must notify Simpley in writing of any dispute regarding a Simpley invoice within sixty (60) days of the date of Simpley’s invoice. If Partner fails to timely notify Simpley of the dispute, Simpley’s original invoice will be deemed to be final, and Partner will be deemed to have accepted such invoice in full and to have waived any and all Claims or defenses to paying such invoice. As a condition precedent to collecting such a Claim, Partner must initiate an arbitration or lawsuit for overcharges, duplicate payment, overcollection or other invoice-related dispute within eighteen (18) months of delivery or tender of delivery of the shipments involved.

-Changed Circumstances/failure to take delivery
If events or circumstances, including Partner’s or its consignee’s failure to take delivery, occur that affect performance, Simpley will take reasonable steps to obtain Partner’s further instructions. If, for whatever reason, Simpley does not receive timely instructions, or Simpley, in its sole discretion, determines that compliance with such instructions is impracticable, Simpley may:
a. authorize any Courier to abandon transportation and make the Goods or any part of them available to Customer at a place that is reasonable under the circumstances or,
b. in the event that any delivery is refused or remains unclaimed at destination Simpley will return item to Partner store with a return fee.

Simpley reserves the right to take legal action against Customer for a failure to make any payment due, or Simpley’s inability to charge a payment method for any reason.

Payment made through the Services are provided by Stripe. By using the Services, you agree to be bound by Stripe’s Connected Account Agreement, found here[U1] . In addition, you agree to allow Simpley to share information about you to Stripe in order to carry out payment processing.

5. COMMUNICATIONS

When you sign up for the Services, you give consent to Simpley and those acting on Simpley’s behalf to send messages to you either via the App or via email. Simpley will use your information to (1) message you about an order; (2) provide you with information you request from Simpley; (3) communicate with you regarding your account; and (4) for marketing and promotions. At any time, you may opt-out of receiving marketing messages by sending an email toinfo@simpleyapp.com. You acknowledge that receiving marketing texts are not a pre-condition to you purchasing goods or services offered by Simpley. You may choose to opt out of non-marketing texts, but doing so will remove your ability to use the Services. If you do wish to opt-out of such messages, please send an email to info@simpleyapp.com. You may receive one additional message after opting out to confirm your request.

In addition, Couriers will receive short message service (“SMS messages or “texts”) messages from Simpley with respect to each order. You hereby agree to permit Simpley to send you SMS messages. . Your mobile carrier’s standard data and messages rates may apply for SMS messages.

By agreeing to receive text messages, you also consent to the use of an electronic record to document your agreement.

6. PRIVACY

We value your privacy. Please find information on our Privacy Policy at thislink[U2] .

7. INTELLECTUAL PROPERTY

7.1 Simpley Content

All of Simpley’s content on the Services is the sole property of Simpley. This includes, but is not limited to, copyrights, trademarks, service marks, trade names, patents, advertising copy, interactive features, graphics, pictures, website layout, and computer code (“Simpley Content”). Through your use of the Services, we grant you a revocable, nonexclusive, non-transferable, non-sublicensable worldwide license to use Simpley Content solely for purposes of using the Services. You may not use, sell, reproduce, distribute, modify, display, publicly perform, or prepare derivative works of Simpley Content for any other purpose without our written consent.

7.2 User-Generated Content

You represent and warrant that all content posted by you on the Services is your property, and you have the right to post such content (“User Content”). You also represent and warrant that your User Content does not violate third-party rights, including, but not limited to, intellectual property, publicity, or privacy rights.

You will retain all rights in all User Content. You hereby grant Simpley, its successors, affiliates, assigns, and legal representatives a nonexclusive, worldwide, royalty-free, sub-licensable, assignable, transferable license to use, reproduce, modify, publish, translate, distribute, publicly perform or display, and make derivative works of your User Content, in any form, media, or technology, whether now known or hereafter created, for any purpose.

7.3 Copyright Policy

In the event you see content on the Services that you believe violates your copyright, please send a Digital Millennium Copyright Act (“DMCA”) Notification to us containing the following information:

1. Signature of the copyright holder or person authorized to act on the copyright holder’s behalf;

2. Identification of the copyrighted work (e.g. title, URL);

3. Identification and location of the work that is claimed to be infringing (e.g. URL);

4. Your contact information (address, phone number, and email);

5. A statement that you believe, in good faith, that the use of the work is in violation of your rights as a copyright holder; and

6. A statement under penalty of perjury that the information in the notice is accurate and that you have permission to act on the copyright holder’s behalf.

DMCA Counter-Notification

If you believe that you have received a DMCA notification in error, you may file a DMCA Counter-Notification containing the following information:

1. Your signature;

2. Your contact information;

3. Identification and location of the work before it was removed;

4. A statement saying “I declare, under penalty of perjury, that I have a good faith belief that the complaint of copyright violation is based on mistaken information, misidentification of the material in question, or deliberate misreading of the law;”

5. A statement that you consent to federal court jurisdiction in the district of your residence (if you live in the U.S.) or in the appropriate court in the country where you reside (if not in the U.S.); and

6. A statement saying that you will accept service of process from the party who submitted the DMCA Notification.

In all matters of alleged infringement, we will take all measures to act expeditiously to remove and disable access to the infringing material. Simpley may share the information provided in a DMCA Notice to the alleged infringing party. The details of the Counter-Notice will be shared with the party who originally provided the DMCA Notification. If, after 10 (ten) calendar days of receiving the DMCA Counter-Notification, the person who posted the original DMCA Notification does not notify Simpley of any legal action it has taken, we may put the work back on the site.

We reserve the right to terminate or suspend Service to any User that is a repeat copyright infringer.

Please send all correspondences regarding these matters to our designated agent atCorpHQ@simpleyapp.com.

8. INSURANCE AND LIABILITY

Property Insurance Includes: All Risks of Physical Loss or Damage, on both Real and Personal Property, on a repair or replacement cost basis, owned or leased by the insured.

Limits of Liability: (1)Real property, the property value of up to $5000 for Clothing and Sneaker Wear

(2)Real property, the property value up to $10000 for Jewelry

Policy Period: 10/25/2022 – 10/25/2023

Insurance Company and Policy Number: CRC Group Policy # QT-02387504

LIMITATIONS OF LIABILITY

Simpley is not responsible for any special or consequential damages that may arise from transportation services. This includes any damages other than physical damage to the package being transported. If Simpley is found liable for loss or damage to property, it will receive the full benefits of any insurance on that property, if the insurance is not voided by a court order.

If the sender does not declare the value of the shipment in writing before it is tendered to Simpley, the shipment will be valued at either $100 for the entire order, $2.00 per pound, or the actual repair or cash value of the items, whichever is less. If the sender wishes to purchase a higher released value, they must pay an additional fee of $2.00 per $100 in increased valuation.

Simpley's liability is limited regardless of the cause of loss, damage, or delay, and is not affected by gross negligence or reckless or willful conduct. The only exception to this is if Simpley converts the property to its own use. Simpley will not carry shipments with a declared value over $10,000.00 unless there is a separate written agreement 24-hours prior to the shipment is to be made.

No employee or representative of Simpley is authorized to change these terms. If a claim is made against Simpley by a third party for any loss or damage to a shipment, the delivery courier agrees to compensate Simpley and hold it harmless against any damages, expenses, or costs, including attorney's fees.

9. THIRD PARTY SERVICES

Several features of the App and Website may include the use of or links to third-party websites, products, or services (“Third-Party Websites”). Simpley does not own, control, or endorse any Third-Party Websites, and you access them at your own risk. When using such services, you will be bound by the terms of service and privacy policies of those third-parties, and we encourage you to read such agreements carefully. You hereby agree not to hold Simpley liable for any damage incurred as a result of your use of such Third-Party websites.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Simpley, its owners, employees, independent contractors, interns, agents, licensors, suppliers, and affiliates, from any claim or demand, including reasonable attorneys’ fees and costs, brought by any third-party due to or arising out of or relating to your use of the Services; your violation of any law or the rights of a third-party (including but not limited to rights of privacy, publicity, intellectual property, and data privacy); any breach by you of these Terms; and your acts, errors, or omissions, whether negligent, fraudulent, or intentional, with respect to the subject matter of these Terms.

11. INDEPENDENT CONTRACTOR

Couriers are independent contractors who are not controlled by Simpley, and nothing in these Terms shall be seen as establishing an agency, employment, partnership, or joint venture between Simpley and any Courier.[U4]

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CASE SHALL SIMPLEY, ITS OWNERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES OR ANY PRODUCTS OR GOODS PROCURED USING THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY PRODUCT OR SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT (OR PRODUCT OR SERVICES) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY BEFOREHAND.

IN CALCULATING THE MAXIMUM AGGREGATE LIABILITY FOR YOUR LOSSES OR DAMAGES THAT YOU MIGHT SUFFER AS RESULT OF YOUR USE OF THE SERVICES, YOUR RECOVERY IS LIMITED TO ORDER TOTAL.

13. DISCLAIMER OF WARRANTIES

WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, CONTAIN NO VIRUSES, OR BE ERROR-FREE. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU ACKNOWLEDGE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.

SIMPLEY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED VIA THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE THE SERVICE IS AT YOUR SOLE RISK. THE SERVICES AND ALL PRODUCTS DELIVERED TO YOU THROUGH THE SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED “AS IS” AND “AS AVAILABLE” FOR USE, WITHOUT ANY REPRESENTATION, OR CONDITIONS OF MERCHANTABILITY, MERCHANDISE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.

IN THE EVENT THAT YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IS THE TERMINATION AND DISCONTINUATION OF ACCESS TO THE SERVICES.

14. EXCLUSIONS TO LIMITATION OF LIABILITY AND WAIVERS

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. TIME BAR ON CLAIMS

YOU AGREE THAT ALL CLAIMS AGAINST OR RELATING TO SIMPLEY THAT ARISE OUT OF THESE TERMS OR IN RELATION TO THE SERVICES MUST BE BROUGHT WITHIN TWENTY FOUR (24) HOURS OF THE OCCURRENCE OF THE INCIDENT GIVING CAUSE TO SUCH CLAIM, OR ELSE SUCH CLAIM WILL BE PERMANENTLY BARRED.

16. TERMINATION OF SERVICE

These Terms are effective until terminated by the Partner or by Simpley. Either the Partner or Simpley may end these Terms at any time by notifying the other party. Simpley may terminate or suspend a Partner’s access to the Services with or without notice or reason. After termination, those provisions that should survive termination will survive, including, but not limited to, disclaimers of warranty, limited liability, indemnification, and intellectual property protection.

17. GOVERNING LAW

These Terms shall be construed and interpreted according to the laws of the State of New York, USA, and shall be binding upon the parties hereto. Any claim or dispute against Simpley must be heard in a state or federal court in New York County, and you agree to submit to the personal jurisdiction of the courts in New York County with regards to any litigation against Simpley.

18. SEVERABILITY

If any provision of these Terms is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of these Terms shall remain operative and binding.

19. WAIVER

The failure of either party to enforce its contractual rights or any clause in these Terms, whether or not intentionally does not constitute a waiver of those rights. Any waiver must be in writing and signed by the party who is waiving the right.

20. MISCELLANEOUS

This agreement is not assignable, transferable, or sublicensable by you without prior written consent, signed by all pertinent parties.

21. WAIVER OF CLASS ACTION CLAIMS

BY ACCEPTING THESE TERMS AND USING THE SERVICES, YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT FOR ANY CLAIMS ARISING OUT OF THESE TERMS OR THE SERVICES.

22. MANDATORY ARBITRATION

Any claims, demands, and causes of action arising out of these Terms or the Services will be heard exclusively through binding neutral arbitration in accordance with the Judicial Arbitration and Mediation Services (“JAMS”) Arbitration Procedure Rules. Each party will bear their own costs of arbitration, including attorney’s fees.

23. CONFIDENTIALITY

During the course of Partner’s use of Services, Partner’s may receive Simpley’s confidential information. Such information may include, but is not limited to: (i) business strategies, marketing plans, data, user information, Customer’s personally identifiable information, Courier’s personally identifiable information, plans and pricing; (ii) information that is labeled as “Confidential” or “Proprietary”; or (iii) information that under the circumstances would appear to a reasonable receiving party to be confidential or proprietary ((i), (ii), and (iii) referred to collectively as “Confidential Information”).

Each Partner shall hold Confidential Information in strict confidence, and handle Confidential Information with the same degree of care with which it handles its own confidential information, but in no event, less than a reasonable degree of care. No Partner shall disclose the Confidential Information to any third party, or use the Confidential Information for any reason other than the reason for which it was disclosed. Partner’s shall only disclose Confidential Information to those of his, her or its employees and representatives with a need to know such information, and who are bound by confidentiality restrictions that are no less strict than this Section 23. Partner shall be responsible for any breach of this section by his, her, or its employees and representatives. Partner shall not modify, make derivatives of, or disassemble Confidential Information.

Each Partner shall promptly notify Simpley of any misuse or misappropriation of its Confidential Information. Each Partner acknowledges that in the event of a breach of this Section 23, monetary damages may not be a sufficient remedy, and, in addition to other remedies at law or in equity that may exist under these Terms, Simpley shall be entitled to seek specific performance and/or injunctive relief.

24. ENTIRE AGREEMENT

These Terms constitute a single integrated contract expressing the entire agreement between each Partner and Simpley with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof, and, except as specifically set forth herein, there are no other agreements, representations, promises or inducements, written or oral, express or implied, between the parties hereto with respect to the subject matter hereof. All modifications to this agreement must be in writing and signed by both parties.

25. CONTACT

If you have additional questions or require assistance with the Services, please contact info@simpleyapp.com.

26. INVOICE LATE FEE POLICY:

1. If an invoice is not paid within 30 days of the due date, a late fee of 10% will be assessed.
2. If an invoice is not paid within 60 days of the due date, a late fee of 10% plus $50 will be assessed.
3. Late fees will continue to accrue until the invoice is paid in full.
4. Late fees are the responsibility of the recipient of the invoice and will be added to the outstanding balance.
5. Exceptions to this policy may be made in the case of circumstances beyond the control of the recipient, such as severe financial hardship or natural disasters.
6. This late fee policy is subject to change at the discretion of the courier company.

Last updated January 9 2023.