Last Updated 9/1/2020
By using or accessing the SimpleDirect Services you agree to these Terms, as updated from time to time in accordance with Section 8 below. Because SimpleDirect provides a wide range of services, we may ask you to review and accept supplemental terms that apply to your interaction with a specific product or service. These Terms state that any disputes between you and SimpleDirect must be resolved in arbitration or small claims court.
- Registration and Account Security. To use the Services you must (i) be at least eighteen (18) years of age; (ii) have not previously been suspended or removed from the Services; and (iii) register for and use the Services in compliance with any and all applicable laws and regulations.
- Account Registration. To access some features of the Services, you may be required to register for an account. When you register for an account, we may ask you to give us certain identifying information about yourself, including but not limited to your email address and other contact information, and to create a user name and password (“Registration Information”). When registering for and maintaining an account, you agree to provide true, accurate, current, and complete information about yourself. You also agree not to impersonate anyone, misrepresent any affiliation with anyone else, use false information, or otherwise conceal your identity from SimpleDirect for any purpose.
- You Are Responsible For Your Account. You are solely responsible for maintaining the confidentiality and security of your password and other Registration Information. For your protection and the protection of other users, we ask you not to share your Registration Information with anyone else. If you do share this information with anyone, we will consider their activities to have been authorized by you. If you have reason to believe that your account is no longer secure, you must immediately notify us at [email protected].
- App Store. If you download and use any SimpleDirect mobile applications, you may be subject to certain App Store Terms, which you can view by clicking here.
3. Third Party Services
- Advice from Third Parties. Some of the Services involve advice from third parties and third party content. You agree that any such advice and content is provided for information, education, and entertainment purposes only, and does not constitute legal, financial, tax planning, medical, or other advice from SimpleDirect. You agree that SimpleDirect is not liable for any advice provided by third parties. You agree that you are responsible for your own financial research and financial decisions, and that SimpleDirect is not responsible or liable for any decisions or actions you take or authorize third parties to take on your behalf based on information you receive as a user of SimpleDirect.
- SimpleDirect Does Not Endorse Third Parties. The Services may contain links to third party websites and services. SimpleDirect provides such links as a convenience, and does not control or endorse these websites and services. You acknowledge and agree that SimpleDirect has not reviewed the content, advertising, products, services, or other materials that appear on such third party websites or services, and is not responsible for the legality, accuracy, or appropriateness of any such content, and shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any such third party websites or services.
4. Prohibited Conduct. You agree not to:
- Use the Services for any illegal purpose, or in violation of any local, state, national, or international law;
- Violate or encourage others to violate the rights of third parties, including intellectual property rights;
- Post, upload, or distribute any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, hateful, or otherwise inappropriate;
- Interfere in any way with security-related features of the Services;
- Interfere with the operation or any user’s enjoyment of the Services, including by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, making unsolicited offers or advertisements to other users, or attempting to collect personal information about users or third parties without their consent;
- Access, monitor or copy any content or information of the Site using any robot, spider, scraper, or other automated means or any manual process for any purpose without SimpleDirect’s express written permission;
- Perform any fraudulent activity, including impersonating any person or entity, claiming false affiliations, accessing the accounts of other users without permission, or falsifying your identity or any information about you, including age or date of birth; or
- Sell or otherwise transfer the access granted herein.
- Responsibility for Your Content. You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by SimpleDirect. You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
- Our Right to Use Your Content. We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Site and any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive, and cause to be waived, against SimpleDirect and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.
- Ownership. As between you and SimpleDirect, you own Your Content. We own the SimpleDirect Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Site Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the SimpleDirect Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the SimpleDirect Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the SimpleDirect Content are retained by us.
- Advertising. SimpleDirect and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
- Content Feeds. We make some of the Site Content (“Feed Content”) available via Real Simple Syndication and Atom feeds (“Feeds”). You may access and use the Feeds in order to display Feed Content on your personal computer, website, or blog (“Your Site”), provided that (i) your use of the Feeds is for personal, non-commercial purposes only, (ii) your display of the Feed Content links back to the relevant pages on SimpleDirect’s websites, and attributes SimpleDirect as the source of the Feed Content, (iii) your use or display of the Feed Content does not suggest that SimpleDirect promotes or endorses any third party causes, ideas, websites, products or services, including Your Site, (iv) you do not redistribute the Feed Content, and (v) your use of the Feeds does not overburden SimpleDirect’s systems. SimpleDirect reserves all rights in the Feed Content and may terminate the Feeds at any time. Please contact us to inquire about other possible uses of the Feeds.
- Other. User Content (including any that may have been created by users employed or contracted by SimpleDirect) does not necessarily reflect the opinion of SimpleDirect. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our Content Guidelines. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
6. Restrictions. We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.
(1) You agree not to, and will not assist, encourage, or enable others to use the Site to:
- Violate our Content Guidelines, for example, by writing a fake or defamatory review, trading reviews with other businesses, or compensating someone or being compensated to write or remove a review;
- Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
- Promote a business or other commercial venture or event, or otherwise use the Site for commercial purposes, except as expressly permitted by SimpleDirect;
- Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Site’s search results or any third party website;
- Solicit personal information from minors, or submit or transmit pornography; or
- Violate any applicable law.
(2) You also agree not to, and will not assist, encourage, or enable others to:
- Violate the Terms;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by SimpleDirect;
- Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Site or any Site Content;
- Reverse engineer any portion of the Site;
- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
- Record, process, or mine information about other users;
- Access, retrieve or index any portion of the Site for purposes of constructing or populating a searchable database of business reviews;
- Reformat or frame any portion of the Site;
- Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on SimpleDirect’s technology infrastructure or otherwise make excessive traffic demands of the Site;
- Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
- Use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, “Viruses”);
- Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
- Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; or
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
(3) The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing 30 days’ prior written notice to us, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.
7. Intellectual Property and User Content. The SimpleDirect Services are protected by applicable copyright and other intellectual property laws, and no materials from the Services may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without our express permission. All trademarks and service marks on the Services belong to SimpleDirect, except third-party trademarks or service marks, which are the property of their respective owners. You represent and warrant that you own or otherwise have the right to use any content you post to the Services. If you believe that your content has been used in a way that constitutes copyright infringement, you may contact:
Accelerator Centre, Suite 102,
420 Wes Graham Way, Waterloo, ON N2L 0J6
Email: [email protected]
You must provide the following information: an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the copyright owner; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located; your address, telephone number, and email address; a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. SimpleDirect has adopted and implements a policy that provides for termination in appropriate circumstances of accounts of users who repeatedly infringe copyright or other intellectual property rights of SimpleDirect or others.
- Indemnification. You agree that you will be personally responsible for your use of the Services, and you agree to defend, indemnify, and hold harmless SimpleDirect from and against any and all claims, liabilities, damages, losses, and expenses (including attorneys’ and accounting fees and costs), arising out of or in any way connected with (i) your access to, use of, or alleged use of the Services; (ii) your violation of the Terms or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or (iv) any disputes or issues between you and any third party. SimpleDirect reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
- Termination. If you violate these Terms, your permission to use the Services will automatically terminate. In addition, SimpleDirect in its sole discretion may suspend or terminate your user account and/or suspend or terminate some or all of your access to the Services at any time, with or without notice to you. You may terminate your account at any time by contacting Customer Service at [email protected]. After your account is terminated, information and content previously provided by you will no longer be accessible through your account, but SimpleDirect may continue to store such information and content, and it may also be stored by third parties to whom it has been transferred through your use of the Services.
- Modification of the Terms. SimpleDirect reserves the right at any time to modify these Terms and to impose new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be effective immediately upon notice and incorporated into these Terms. We will make reasonable efforts to notify you of any material changes to the Terms, including, but not limited to, by posting a notice to our website or by sending an email to any address you may have provided to us. Your continued use of the Services following notice will be deemed acceptance of any modifications to the Terms.
- Disclaimers of Warranties. The Services are provided “as is” and on an “as available” basis, without warranty or condition of any kind, either express or implied. Although SimpleDirect seeks to maintain safe, secure, accurate, and well-functioning services, we cannot guarantee the continuous operation of or access to our Services, and there may at times be inadvertent technical or factual errors or inaccuracies.
- No Warranties. SimpleDirect specifically (but without limitation) disclaims (i) any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement; and (ii) any warranties arising out of course-of-dealing, usage, or trade. You assume all risk for any/all damages that may result from your use of or access to the Services. SimpleDirect is not responsible for the loss of, damage to, or unavailability of any information you have made available through the Services, and you are solely responsible for ensuring that you have backup copies of any information you have made available through the Services.
- No Guarantee Of Accuracy.SimpleDirect does not guarantee the accuracy of, and disclaims all liability for, any errors or other inaccuracies in the information, content, recommendations, and materials made available through the Services.
- Services Provided For Informational Purposes. The information provided through the Services is provided solely for informational, educational, or entertainment purposes and you should not construe any such information or other material as legal, tax, investment, financial, or other advice. All content on this site is information of a general nature and does not address the circumstances of any particular individual or entity. Nothing in the Site constitutes professional and/or financial advice, nor does any information on the Site constitute a comprehensive or complete statement of the matters discussed or the law relating thereto. SimpleDirect and the Services are not endorsed by or affiliated with FINRA, and SimpleDirect is not a financial institution or insurance provider. SimpleDirect makes no representations, warranties, or guarantees, express or implied, regarding the results or savings that may be obtained through the use of the Services. Before making any financial decisions or implementing any financial strategy, including recommendations of third parties identified through the Services, SimpleDirect recommends that you obtain additional information and advice of accountants or other financial advisors who are fully aware of your individual circumstances. SimpleDirect is not a fiduciary by virtue of any person’s use of or access to the Site or content. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other Content on the Site before making any decisions based on such information or other Content. In exchange for using the Site, you agree not to hold SimpleDirect, its affiliates or any third party service provider liable for any possible claim for damages arising from any decision you make based on information or other content made available to you through the Site.
- No Warranties Regarding Third Parties. SimpleDirect makes no representations, warranties, or guarantees, express or implied, regarding any third party service or advice provided by a third party, or any quotes or offers provided through the Services. SimpleDirect does not endorse any particular advisor or other third party. SimpleDirect acts solely as an intermediary between you and third party service providers and expressly disclaims any and all liability for any content, products, or services provided by such service providers. See Section 3, above, for more information regarding third parties and third party services.
- Limitation of Liability. In no event will SimpleDirect be liable to you for any incidental, special, consequential, direct, indirect, or punitive damages, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, whether or not SimpleDirect has been informed of the possibility of such damage. Some jurisdictions do not allow the disclaimer of warranties or limitation of liability in certain circumstances. Accordingly, some of the above limitations may not apply to you.
- Governing Law. These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Subject to Section 12, which provides that disputes are to be resolved through binding arbitration or small claims court, to the extent that any lawsuit or court proceeding is permitted hereunder, you and SimpleDirect agree to submit to the exclusive personal jurisdiction of the state courts and federal courts located within Orange County, California, for the purpose of litigating all such disputes. We operate the Services from our offices in California, and we make no representation that information and materials included in the Services are appropriate or available for use in other locations.
Dispute Resolution by Binding Arbitration. In the interest of resolving disputes between you and SimpleDirect in the most expedient and cost effective manner, you and SimpleDirect agree to resolve disputes through binding arbitration or small claims court instead of in courts of general jurisdiction (“Agreement to Arbitrate”). Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. You acknowledge and agree that the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that individual party’s claim(s). Any relief awarded cannot affect other users.
- Claims To Be Resolved By Binding Arbitration. You and SimpleDirect agree to arbitrate all disputes and claims between us. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before this or any prior Terms; claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and claims that may arise after the termination of these Terms.
- Exceptions. Notwithstanding Section 12(A), you and SimpleDirect agree that no statement herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) bring an individual action in small claims court; (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available; (iii) seek injunctive relief in any competent court of law; or (iv) to file suit in a court of law to address intellectual property infringement claims.
- Arbitrator. Any arbitration between you and SimpleDirect will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting SimpleDirect.
- Notice and Process. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to SimpleDirect should be addressed to: SimpleDirect, Inc., 901 Market St., Suite #600, San Francisco, CA 94103 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If you and SimpleDirect do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or SimpleDirect may commence an arbitration proceeding.
- Fees. In the event that you commence arbitration in accordance with these Terms, SimpleDirect will, at your request, reimburse you for your payment of the arbitration filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any request for payment of fees by SimpleDirect should be submitted by mail to the AAA along with your Demand for Arbitration and SimpleDirect will make arrangements to pay all necessary fees directly to the AAA. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), you agree to reimburse SimpleDirect for all fees associated with the arbitration paid by SimpleDirect on your behalf that you otherwise would be obligated to pay under the AAA’s rules.If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. Any in-person arbitration hearings will take place at a location to be agreed upon in San Francisco County, California. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions. You and SimpleDirect agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Unless both you and SimpleDirect agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Opt-Out. If you are a new SimpleDirect user, you can choose to reject the arbitration agreement contained in this Section 12 (“opt-out”) by mailing us a written opt-out notice (“Opt-Out Notice”). The Opt-Out Notice must be postmarked no later than thirty (30) days after the date you accept these Terms for the first time. You must mail the Opt-Out Notice to the Notice Address listed in Section 12(D), above.The Opt-Out Notice must contain your name, address (including street address, city, state and zip code), and the user name(s) and email address(es) associated with the SimpleDirect account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the Terms will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with SimpleDirect.
- Modifications. If SimpleDirect makes any future change to this Agreement to Arbitrate (other than a change to the Notice Address), you may reject any such change by sending us written notice within 30 days of the change to the Notice Address provided above. You acknowledge and agree that, in the event you reject any future change, your account with SimpleDirect shall be immediately terminated and you will arbitrate any dispute between us in accordance with the language of this provision.
- Severability and Enforceability. If an arbitrator or court decides that any part of this Section 12 is invalid or unenforceable, the other parts of this Section 12 shall still apply. If the entirety of this Section 12 is found to be unenforceable, then the parties agree that the exclusive jurisdiction and venue described in Section 11 shall govern any action arising out of or related to these Terms, and that the remainder of the Terms will continue to apply.
Modification of the Services. SimpleDirect reserves the right to modify or discontinue, temporarily or permanently, some or all of the Services at any time without any notice or further obligation to you. You agree that SimpleDirect will not be liable to you or to any third party for any modification, suspension, or discontinuance of any of the Services.
- No Waiver. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
- Paragraph Headers. Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions.
- Severability. In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.
Notice to California Residents. Under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the service or to receive further information regarding use of the service.