These Terms of Service (“Terms”) are an agreement between Simli AS (“Simli”, “we”, “us”, or “our”) and you ("You", “you” the “User”, the “Customer, ”Your”, “your”) and govern all access and use of the Services. We are located at Simli AS, Gaustadalléen 21, 0349 Oslo, Norway. By using our Services, You agree to be bound by the terms and conditions of these Terms. By accessing, browsing, or otherwise using the Website or any other aspect of the Services, You acknowledge that You have read, understood, and agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, business or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS WITHOUT LIMITATION OR EXCLUSION OR TO ANY CHANGES TO THESE TERMS, YOU MUST IMMEDIATELY EXIT THE WEBSITE AND STOP USING THE SERVICES. 

These Terms incorporate any other ordering document, such as Order Confirmation, entered into between You and Simli. In the event of a conflict between these Terms and such ordering documents, the latter shall prevail to the extent it specifically references the term herein to be modified.

At Simli, we respect Your privacy. For more information, please refer to our Privacy Policy, and, if applicable, the Simli Data Processing Agreement. 

For inquiries, support, or to notify Simli of any violations of these Terms, please contact support@simli.com, and we will respond as soon as possible.

1.            Access to the Service

 

1.       Age limitation: You must be at least 18 years old to use and subscribe to the Services. If You are under 13 years of age, You are not authorized to use the Services, with or without registering. In addition, if You are under 18 years old, You may use the Services, with or without registering, only with the express consent of Your parent or guardian, and You agree to provide true, accurate, current, and complete information as requested by Simli to confirm such express consent. You will not use the Services as part of a service targeting minors or children under the age of 13, and You warrant and represent that Your use will at all times be performed in accordance with all required consents and permissions (including, as applicable, from parents or legal guardians) and otherwise in accordance with applicable local regulations.

 

2.       Authorization: If you use or subscribe to the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf.

 

3.        Account: We may require you to create a user account (“Account”) to use some or all of our Services. You must provide accurate and complete information to register an account. You are responsible for all activities that occur under your Account, including the activities of any User or End User, and you will promptly notify us if you become aware of any unauthorized access to or use of your Account or our Service. If your account is closed or terminated, you will forfeit all unused credits related to our Services associated with your Account. 

 

4.       Free of Charge Demos. A set of free-of-charge demos (“Free Demo”) are publicly available via the Services. You may try out the Free Demos without creating an Account. We reserve the right to monitor the use of the Services and remove content that we, at our sole discretion, find inappropriate in any way.

 

5.       Free of Charge Trials. By creating a user Account, you get access to the Services based on free credits or for a limited period of time (“Free Trial” and collectively with the Free Demos, “Free Offerings”), and you may use the Services in accordance with these Terms. If you sign up to test the alpha or beta versions of the Services, your access is free for the testing period. When your Free Trial period is over, due to cap limitations or the end of the testing period, further access requires a paid Subscription as described below.

 

6.         Free Offerings Disclaimer. Notwithstanding anything to the contrary in these Terms, Customer’s access and use of the Free Offerings shall be on “AS IS” basis without warranty of any kind and Simli shall not have any liability of any kind with respect to Customer’s access and use of a FREE Offering.

 

7.       Territory. You may use Services only in geographies currently supported by Simli.

 

2.            User Content, Vision Models & Third-Party Models

 

1.       User Content. You may provide, upload, post, publish, display, email or otherwise make available content (“upload”) to our Services ("User Content"). User Content may include, without limitation, any text, image, video, speech, audio, files, or any other content you upload, including any information given during interaction with the Services (including avatars on the Services).

 

2.       Output; Models.

 

1. AI-Generated Output. You acknowledge and agree the Services is supported by various artificial intelligence algorithms and models (the “AI Models”) and that certain information, recommendations, suggestions or other output (collectively, “Output”) generated and returned by the Services may be generated using such AI Models and other third-party AI tools.  You acknowledge and agree that there are numerous limitations that apply with respect to AI-generated Output due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information, (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) AI systems can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense, (d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey, (e) AI systems can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive, (f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making, (g) AI systems require large amounts of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output, and (h) AI-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.  You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any content, suggestions and advice presented to you through the Service, including any reliance on the accuracy, completeness, or usefulness of any Output.

 

2. Vision Models. Our Services include a vision models offering that can be used for audio-to-video streaming or text-to-video streaming. In these models, you are allowed to input audio and/or text User Content that gets converted into video and fed back to you as a video stream (each, a “Vision Model”). To use a Vision Model through our Services, you might be asked to input text or audio User Content and you represent and warrant that you are authorized to share all User Content with us.

 

3. Avatar Creation Tool. Our Services include an avatars offering (“Avatar Creation Tool”), where you may customize avatars to be included as part of a Vision Model. You might be asked to upload User Content and you represent and warrant that you are authorized to share all User Content with us.

 

4. Avatar Library. Our Services include access to a library of avatars (our “Avatar Library”), where you may access certain pre-defined images or visual avatars that may be used as part of a Vision Model. Some of the avatars in our Avatar Library are able to be customized.

 

5. Reservation of Rights; Similarity in Output: You acknowledge and agree that, due to the nature of the Services and the use of artificial intelligence in general, we cannot guarantee that any Output based on or related to your User Content is not or will not be similar or identical to another Output generated using the Services. For the avoidance of doubt, as between you and Simli, Simli retains all right, title and interest in and to the Services including, without limitation, the AI Models, Vision Models, Avatar Creation Tool and Avatar Library.

 

YOU REPRESENT AND WARRANT THAT ALL USE OF OUR SERVICES INCLUDING, WITHOUT LIMITATION, THE AI MODELS, OUTPUT, VISION MODELS, AVATAR CREATION TOOL AND AVATAR LIBRARY SHALL BE DONE IN STRICT COMPLIANCE WITH THESE TERMS AND WITH ALL APPLICABLE LAW.

 

3.        API Access and Use; Restrictions. As a part of the Services, Simli may make available to you an application program interface and related materials (collectively, the “API”). Subject to your compliance with these Terms of Service, Simli hereby grants you a non-exclusive, non-sublicensable, non-transferable license to (a) download and use the API (including as a party of your Customer Application) solely to receive the data made available by Simli through the API (“Data”), and (b) to use the API and Data solely for lawful purposes. If you identify any errors with respect to the access and use of the API and Data, you must immediately notify Simli. In addition to all other use restrictions set forth herein, you may not, nor may you assist any other person to: (a) install, download, distribute or otherwise use the API or the Data for any purpose other than as expressly set forth in this Section; (b) use the API or the Data for any illegal purposes; (c) repackage the Data in any exported or application programming interface form (including without limitation CSV, XML or JSON); (d) use the API or the Data in any manner that competes with Simli; (e) use the API or the Data in any manner that violates the rights of any person, including but not limited to intellectual property rights, rights of privacy or rights of publicity; (f) copy, rent, lease, sell, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the API or Data; or (g) distribute or otherwise disclose the Data to any third parties on a standalone basis. Simli reserves the right to limit the number and/or frequency of API requests in its sole discretion.

 

4.       Third-party Software and Content. Some of our Services may include services from third parties (“Third-Party Providers”). Such Third-Party Provider content, products and services (“Third-Party Services”) may include Large Language Models (LLMs), Speech-to-Text APIs, Text-to-Speech APIs, Speech-to-Speech APIs, other Artificial Intelligence models, or related software. These services are owned by the applicable Third-Party Provider and are not in any way considered your User Content. Third-Party Provider Services are governed by such Third-Party Provider’s own terms and privacy policies. Simli is not responsible in any way for your use of Third-Party Provider Services or any Third-Party Providers’ use of User Content. Further, we may provide information about or links to Third-Party Services. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Services are solely between you and the applicable third party.

 

5.       Rights to your User Content. Except for the license you grant below, as between you and Simli, and to the extent permitted by applicable law, you retain all ownership rights to your User Content.

 

6.         License to User Content. You hereby acknowledge and grant to Simli a worldwide, non-exclusive, non-transferable, perpetual, irrevocable, fully paid-up, royalty free license to access and use your User Content for our own commercial or business purposes and to (i) develop the current or new Services and improve the quality of tasks, including training of AI Models by the use of machine learning and artificial intelligence, and (ii) create, develop, offer, and/or distribute other features and additional services or products to customers and third parties, including, but not limited to, technical analysis information, benchmark and industry reports, and statistical reports. 

 

7.       Analysis of User Content. Simli offers certain features that allow you edit photographs, videos, and other types of content using characteristics like face and voice, including to develop lip sync content. To enable these features, Simli may provide tools that you can use to automatically analyze face and voice characteristics, and such tools may generate biometric information as defined by applicable laws. When you choose to use these features and tools, Simli is acting only on your instructions in order to facilitate the service requested by you.

 

8.       Necessary rights. You are responsible for all User and hereby represent and warrant that you have all rights, licenses, and permissions required to provide User Content to the Services. If User Content includes Personal Data (as defined in our Privacy Policy), you acknowledge and agree to share this data with Simli to be retained and processed for our development of the Services.

 

9.         Remove Content. We reserve the right, but are not obligated to, reject and/or remove any content that we believe, in our sole discretion, violates these Terms or a third-party’s copyright. Your access to and use of the Services, including for the purposes of providing User Content to the Services and receiving and using the Output from the Services, is subject to our Rules of Conduct set forth below.

 

10.         Sharing externally.  We may enable you to download Output from some (but not all) of the Services; in such cases, you are permitted to use such Output outside of the Services but always subject to these Terms and our Rules of Conduct. If you choose to make any of your information publicly available through the Services or otherwise, you do so at your own risk.

 

The contents of the Services and any associated data, speech, text, graphics, links, and other materials may be based on sources that Simli does not control, including data provided by you, other users, or third parties. SIMLI DOES NOT REPRESENT THAT THE SERVICES OR ANY CONTENT ON THE SERVICES (INCLUDING, WITHOUT LIMITATION, OUTPUT) IS ACCURATE OR COMPLETE, AND IT SHOULD NOT BE RELIED UPON AS SUCH. THE SERVICES AND ASSOCIATED DATA MAY CONTAIN INACCURACIES, FACTUAL, TYPOGRAPHICAL, OR LINGUISTIC ERRORS, AND OTHER ERRORS. YOU UNDERSTAND THAT YOU ARE USING ANY AND ALL INFORMATION AVAILABLE HERE AT YOUR OWN RISK.

 

3.            Customer Application, Usage Requirements, and Customer Obligations

 

a)      License to Use. Subject to compliance with these Terms, Simli grants to you a limited, worldwide, non-exclusive, non-sublicensable, non-transferable right to use the Services for the term of these Terms for the purpose of (i) incorporating our Services into your Customer Application, (ii) using our Services for your internal business needs in accordance with these Terms and applicable law (collectively, the “License”). Subject to compliance with these Terms, the License to use the Services includes the right to allow access to the Services to (i) personnel authorized to use the Services (“User”) and (ii) authorized end users (“End Users”) who access the Service via your software solution or application, app, website, or portal (the “Customer Application”).

 

b)      Prohibited use. The License granted herein does not include the right to (i) access the source code or object code, or otherwise access parts of the Services that are not intentionally made available to Customer by Simli, or (ii) modify, reproduce, reverse-engineer, decompile, disassemble, copy, or imitate the Services. The License specifically does not include the right to use Output (as defined above) to develop any artificial intelligence models that compete with our products and Services or, except as permitted through the API, use any automated or programmatic method to extract data or Output from the Services, including scraping, web harvesting, or web data extraction.

 

c)       Rules of Conduct. As a user of our Services and if you are embedding our Services as part of your own Customer Application, you are responsible for your own use, the use of all of your Users and your End Users and for designing and implementing how your Users and End Users interact with our Services. To ensure the safe and responsible use of the Services, you hereby represent, acknowledge, and agree to use the Services in accordance with our Rules of Conduct.

 

d)      When making the Services available to End Users and authorized personnel, you acknowledge and agree that you will:

○        Use the Service in compliance with these Terms and the applicable laws of your jurisdiction;

○        Implement all necessary security measures to prevent any malware, malicious code, or other threats from compromising the Services;

○        Provide all information and necessary disclaimers to End Users to ensure transparency and highlight the potential inaccuracies and risks associated with Outputs generated by the Services, and encourage individuals to verify important information;

○        Document the use of the Services as implemented in your Customer Application to the extent such documentation is required by applicable law and regulations, including but not limited to (i) the Customer’s use case, (ii) the transparency measures implemented by the Customer, (iii) the evaluation process of the Service, (iv) an assessment of the risks of the Service in relation to the use case and steps taken to mitigate those risks and (v) post-deployment monitoring and safeguards;

○        Supervise the End Users’ use of the Services. To this end, you hereby acknowledge and agree that you are solely responsible for:

○         Ensuring that all End Users are contractually bound to terms and conditions with you that are as protective of Simli’s rights as outlined in these Terms,

○        Informing the End User about the proper use of the Services, including any guidelines, restrictions, and usage limitations, and

○         Providing adequate training and educational resources to authorized personnel and End Users, ensuring their understanding of the Services’ proper and responsible use and compliance with these Terms.

 

e)      Third-Party Services. Any third-party software, large language models, Artificial Intelligence based models, APIs, data, services, or other solutions you use in connection with our Services, are subject to their own terms, and we are not responsible for Third-Party Services. 

 

f)        Monitor You acknowledge and agree that Simli and Third-Party Providers may (but is not obligated to) monitor the use of the Services for billing and other purposes and to detect any violation or attempted violation of these Terms or Third-Party Providers’ terms of service. Monitoring includes access to User Content. We and our Third-Party Providers may take appropriate action against anyone who, in our judgment, violates the law or these Terms, the Rules of Conduct herein or third parties’ terms of service. Such actions may include restricted access to the Services, including but not limited to blocking certain IP addresses. We may also take other actions for the purpose of protecting our rights or property or to facilitate the proper functioning of the Services or to protect the rights of others.

 

g)      Technical requirements. A certain threshold of technical requirements must be met for the Services to work as intended, such as a fully functioning and compatible computer or mobile device and a sufficiently stable and speedy access to the internet. If you experience reduced functionality consistent with technical requirements, please contact the Simli Support Team. Simli is not liable for any lack of functionality, including lack of functionality due to insufficient technical equipment by the Customer or its associated End Users, but we will endeavor to offer necessary guidance to ensure access to the Services is provided as intended.

 

 

4.             Subscription and Payments

 

1.       Token Definition. Our API model utilizes "Minutes Spent" as the unit of measurement for usage (referred to as the "Token"). Each time an API key linked to your account is used to generate a video stream via our services (an API call), the time is recorded in minutes and aggregated to your account.

 

2.       Free Demos. API calls made under the "Free Demos" designation will not result in a charge and will not impact your account’s Token balance.

 

3.        Free Trials: During the Free Trial period, your account will receive a specific amount of Tokens as a trial credit ("Credits"). These Credits are provided to allow testing of our services without charge. Once this credit is exhausted, you will need to subscribe to a paid plan to continue using the service.

 

4.       Subscription Plans and Period: Full access to the Services is offered as a Subscription-based service. Subscriptions are offered to users who create a user Account and sign up for a paid subscription plan (“Subscription”). We will confirm our order by emailing an order confirmation (“Order Confirmation”). Your Subscription will renew automatically on a monthly basis (each, a “Subscription Period”). Your access to the Service may be limited based on Tokens allocated to your subscribed plan. Your Subscription will automatically renew until you cancel it or it is otherwise terminated. We reserve the right to decline the request in case of suspected violations of applicable regulations, international sanctions, fraud, or misrepresentation. If the request is declined by us due to any such suspicions, you will receive a written notification.

 

5.       Subscription Fees. The Subscription fee (“Fee”) will be charged monthly and based on the aggregated Tokens (API calls) linked to your account. We reserve the right to send additional invoices if your usage exceeds the allocated Tokens within your subscribed plan. All Fees are exclusive of all taxes, levels, or duties imposed by taxing authorities, except when otherwise required by mandatory law.

 

6.         Changes in Fees. We reserve the right to adjust the number of Free Trial Credits and to change the Subscription Fees at any moment by giving Users thirty (30) days prior notice. The changes will be applicable from the following Subscription Period. Notice of changed prices may be provided at any time through the Simli website, the Service, or by email. If you disagree with the new Subscription Fees, you must terminate your use of the Service.

 

7.       Payment. Subscription Fees must be paid with credit or debit cards. You represent and warrant to Simli that all information provided in relation to payment of the Fees is true and that you are authorized to use the payment instrument provided. You will promptly update your account information with Simli or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Simli the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms.  You hereby authorize Simli (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred.  If you dispute any charges you must let Simli know within sixty (60) days after the date that Simli charges you. 

 

8.       Payment Processing. Notwithstanding any amounts owed to Simli hereunder, SIMLI DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor and other third-party payment processors (collectively, “Payment Processors”). These payment processing services are provided by the Payment Processors and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the "Stripe Agreements") or the applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively with the Stripe Agreements, the “Payment Processor Agreements”). By agreeing to these Terms, users that use the payment functions of the Services also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Simli assumes no liability or responsibility for any payments you make through the Services.

 

9.         Lack of Payment. If Simli does not receive payment in accordance with these Terms and the Subscription Plan, Simli reserves the right to suspend the Service, and you may not be able to access it. If payment is not received within fourteen (14) days after the suspension of the Services, we will consider the Subscription terminated. If the Subscription is terminated, you will no longer have access to the Service.

 

10.         Cancellation Policy. You may cancel your access to the Services at any time through your Account. Upon cancellation, your account will be deactivated, and access to the services will be terminated, including access to Avatars you have created via the Avatar Creation Tool. You will remain responsible for any outstanding charges related to Tokens used or associated with your account prior to cancellation. Subscription Fees that have already been paid to us will not be refunded upon account cancellation. there are no refunds or credits for early termination of a Subscription. 

 

11.       Reservation of Rights. Simli reserves the right, including without prior notice, to impose conditions on the honoring of any coupon, discount, or similar promotion; to bar any user from making any transaction; to alter the payment option for services; and to refuse to provide any user with any Service.

 

5.            Rules of Conduct 

 

We have outlined these Rules of Conduct to help you avoid unethical, irresponsible, or otherwise prohibited use of our Services.

As a user of our Services (including if you are embedding our Services as part of your own Customer Application), you are responsible for your own use, the use by your Users and End Users and for designing and implementing how your users interact with our Services. To ensure the safe and responsible use of the Services, you hereby represent, acknowledge, and agree to use the service in accordance with the following:

●       Always comply with applicable laws – including but not limited to the following examples: Don’t compromise the privacy of others, engage in regulated activity without complying with applicable regulations, or promote or engage in any illegal activity, including the exploitation or harm of children and the development or distribution of illegal substances, goods, or services.

 

●       Don’t use our service to harm yourself or others, which includes but is not limited to any use of our services to promote suicide or self-harm, develop or use weapons, injure others or destroy property, or engage in unauthorized activities that violate the security of any service or system.

 

●       Don’t repurpose or distribute Output from our Services to harm others, including but not limited to sharing output from our services to defraud, scam, spam, mislead, bully, harass, defame, deepfake, discriminate based on protected attributes, sexualize children, or promote violence, hatred or the suffering of others.

 

●       Respect our safeguards - don’t circumvent safeguards or safety mitigations in our services unless supported by Simli. 

 

●        Don’t compromise the privacy of others, including:

●       Collecting, processing, disclosing, inferring, or generating personal data without complying with applicable legal requirements

●       Soliciting or collecting the following sensitive identifiers, security information, or their equivalents: payment card information, government identifiers such as social security numbers, API Keys, or passwords

●       Using biometric systems for identification or assessment, including facial recognition

●       Facilitating spyware, communications surveillance, or unauthorized monitoring of individuals

 

●        Don’t perform or facilitate the following activities that may significantly impair the safety, well-being, or rights of others, including:

●       Taking unauthorized actions on behalf of users

●       Providing tailored legal, medical/health, or financial advice without review by a qualified professional and disclosure of the use of AI assistance and its potential limitations.

●        Making automated decisions in domains that affect an individual’s rights or well-being (e.g., law enforcement, migration, management of critical infrastructure, safety components of products, essential services, credit employment, housing, education, social scoring or insurance)

●       Making high-stakes automated decisions in domains that affect an individual’s safety, rights, or well-being (e.g., law enforcement, migration, management of critical infrastructure, safety components of products, essential services, credit, employment, housing, education, social scoring, or insurance)

●       Facilitating real money gambling or payday lending

●       Engaging in political campaigning or lobbying, including generating campaign materials personalized to or targeted at specific demographics

         Deterring people from participation in democratic processes, including misrepresenting voting processes or qualifications and discouraging voting

 

●        Don’t misinform, misrepresent, or mislead others or misuse our platform to cause harm by intentionally deceiving or misleading others, including:

●       Generating or promoting disinformation, misinformation, or false online engagement (e.g., comments, reviews)

●       Impersonating another individual or organization without consent or legal right.

●       Engaging in or promoting academic dishonesty

●       Using content from third parties without necessary permissions

●       Misrepresenting or misleading others about the purpose of your service

●       Failing to ensure that automated systems (e.g., chatbots) disclose to people that they are interacting with an Artificial Intelligence system unless it's obvious from the context

 

●        Don’t build tools that may be inappropriate for minors, including:

●       Sexually explicit or suggestive content. This does not include content created for scientific or educational purposes

●       Don’t build tools that are targeting users under the age of 13

●       Don’t share with us any personal information of children under 13 or the applicable age of digital consent

 

If we believe you, or someone authorized by you, have engaged in activities restricted in these Terms, we reserve the right to take necessary actions to protect Simli, our Customers, other Users, and other third parties from any liability, fees, fines, or penalties. Such necessary actions may include but are not limited to restricting access to the Service at our sole discretion. 

6.             Illicit content

 

You have the option to report to Simli any content that (a) incites hate, violence, or discrimination against individuals based on their origin, ethnicity, religion, gender, sexual orientation, etc. (b) glorifies sexual harassment, (c) violates human dignity (e.g., human trafficking or pimping), (d) glorifies crimes against humanity or denying their existence, (e) incites terrorism, (f) glorifies very serious crimes against individuals (e.g., murder or sexual assault) (g) glorifies crimes involving theft, extortion, or material damage posing a danger to individuals (h) are of a pedophilic nature (i) are dangerous for minors.

You can report such content by emailing support@simli.com. You grant us the right to access the reported content to improve the Services (e.g., to help us ensure that the Model does not generate illicit content). This right is granted worldwide and for the duration of the intellectual property rights under applicable law. You must delete such content from the Service.

7.             Availability of the Service

 

1.       Uptime. Simli will, within the limits of what can be seen as commercially reasonable, use our available resources to keep the Service available 24 hours a day, 7 days a week (excluding for scheduled maintenance, standard downtimes, and as may otherwise communicated to our users). However, due to the nature of artificial intelligence, machine learning, and other factors, such as online availability and the dependency on third-party service providers, we cannot guarantee our Services will always be available in its current form and/or that it will produce the output you intended. In case of occasional unplanned unavailability of the Services, we will within the limits of what can be seen as commercially reasonable, use our available resources to restore the intended level of availability and correct any errors. Nevertheless, we do not guarantee a specific time limit for error correction.

 

2.       Availability and Documentation. Our Services are provided on an as-is and as-available basis, and we continuously develop our technology to improve the features and the performance of the Services. We reserve the right at any time and occasionally to modify or discontinue, temporarily or permanently, part or the entirety of the Services. We will, within the limits of what can be seen as commercially reasonable, use our available resources to avoid making changes and/or upgrades inconsistent with existing technical requirements. We will notify you about significant changes.

 

We will provide you and your associated Users with all reasonable guidance, documentation, and information necessary to facilitate the optimal use of the Services. In case of performance issues or unavailability, please contact Simli by emailing support@simli.com. To avoid any doubt, we are under no obligation to customize the Services or provide upgrades based on your unique requirements, and we do not guarantee that the current version of the Service will be available forever.

We will not be liable to you, any User, End User or any other third party for any modification, price change, suspension, or discontinuance of the Services or any part thereof.

We do not provide endorsements or guarantees for any individual or entity using the Services, and your sole and exclusive remedy for any problems or dissatisfaction with the Services is to stop using it.

8.             Termination of these Terms

 

These Terms will commence upon the earlier of your online acceptance of these Terms, the effective Date of a Purchase Order, or the date you first use the Services, and will remain in effect until terminated by either party. 

We may terminate these Terms for any reason or for no reason by providing you at least 30 days advance notice. We may terminate these Terms immediately upon notice if you or any third party acting on your behalf (i) violate these Terms, (ii) engage in illegal or unlawful activities while using the Services, (iii) abuse, harass, or threats the staff of Simli, (iv) intentionally disrupt the Services, including but not limited to hacking, DDoS attacks, and other malicious activities, and (v) fail to pay the agreed Subscription Fee in accordance with these Terms or use fraudulent payment methods.

Upon termination, you will stop using the Services and promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms that by their nature should survive termination or expiration shall survive. Upon termination or suspension, all rights and licenses granted to you under these Terms shall cease. Simli is not responsible for any loss of User Content or Vision Models resulting from termination.

9.             Confidentiality

 

1.       Use and Nondisclosure. “Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by Simli to you that is identified as confidential at the time of disclosure or should be reasonably understood by you to be confidential under the circumstances. You agree to (a) only use Confidential Information to exercise your rights and fulfill your obligations under these Terms, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in these Terms.

 

2.       Exceptions. The obligations in Section 11a) do not apply to any information that (a) is or becomes generally available to the public through no fault of yours, (b) was in your possession or known to you prior to receipt from Simli, (c) was rightfully disclosed to you without restriction by a third party, or (d) was independently developed without the use of Confidential Information. You may disclose Confidential Information only to your employees, contractors, and agents who need to know and who are bound by confidentiality obligations at least as restrictive as those of these Terms. You will be responsible for any breach of this Section 9 by your employees, contractors, and agents. You may disclose Confidential Information to the extent required by law, provided that you use reasonable efforts to notify Simli in advance.

 

10.             Security

 

We adopt the commercially reasonable practices to ensure the security of the Services. We use third-party cloud service providers to store all data necessary to deliver the Services. However, you are ultimately responsible for your use of the Services and must implement reasonable and appropriate measures designed to help secure your access to and use of the Services and for keeping your own backup of all data and content in relation to the Services.

If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact us and provide details of the vulnerability or breach. Simli shall not be liable for any loss, unavailability and/or damage in data, whether direct, indirect, or consequential, arising from the performances of our third-party service providers.

11.             Our Intellectual Property Rights

 

Simli retains all rights to all elements of the Services. This includes but is not limited to, the rights and ownership to algorithms, source code, object code and accompanying documentation, user interface design, graphics, illustrations, data, drawings, images, concepts, techniques, and specifications, design, trademarks, know-how, trade secrets, copyrights, and all other intellectual property rights.

The Customer does not receive any license or usage rights to the Services beyond what is explicitly stated in these Terms. 

12.             Copyright Complaints

 

Simli respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Simli of your infringement claim in accordance with the procedure set forth below.

 

Simli will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Simli’s Copyright Agent at support@simli.com (Subject line: “DMCA Takedown Request”). 

 

To be effective, the notification must be in writing and contain the following information: 

 

• a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed; 
• identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property; 
• identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service; 
• your address, telephone number, and email address; 
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
• a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed. 

 

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent: 

• your physical or electronic signature; 
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; 
• a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and 
• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the District of Columbia and a statement that you will accept service of process from the person who provided notification of the alleged infringement. 

If a counter-notice is received by the Copyright Agent, Simli will send a copy of the counter-notice to the original complaining party informing them that Simli may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Simli or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

 

 Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Simli has adopted a policy of terminating, in appropriate circumstances and at Simli’s sole discretion, the accounts of users who are deemed to be repeat infringers. Simli may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. 

13.             Your Representations
 

You represent, covenant, and warrant that (i) you are over the age of 18 and lawfully able to enter into contracts and, if you are accepting these Terms on behalf of an entity, that you have the legal authority to bind that entity; (ii) You will use the Service as described herein only in compliance with all applicable laws and regulations, and in a way that will not harm the Service or anyone else’s use of it; (iii) the information you provide us is true, accurate, and complete, as you are solely responsible for such information; and (iv) your use of the Services does not violate any rights of or agreements with any third parties.

You further represent, covenant, and warrant that you will not (i) try to reverse engineer, disassemble, decompile, extract, or decipher any part of the Service, (ii) navigate or search the Service with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders), (iii) use the Service in a way that could impair, overburden, damage, or disable any portion of the Service, (v) copy or mirror any material contained on the Service; (vi) share, sublicense, lease, sell, transfer the use of the Services to a third party; and/or use Output to train any other models. 

14.             Indemnification

 

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Simli, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Simli Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Services, any User Content, your connection to the Services, your violation of these Terms, or your violation of any rights of another. Simli will provide notice to you of any such claim, suit, or proceeding. Simli reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Simli’s defense of such matter. You may not settle or compromise any claim against the Simli Parties without Simli’s written consent. 

 

15.             Disclaimer of Warranties

 

THE SERVICES ARE PROVIDED “AS IS AND “AS AVAILABLE”. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, OR ANY INTERACTIONS WITH THE SERVICES AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE ACCURATE, UNINTERRUPTED, FREE OF BUGS, ERRORS, DEFECTS, OR OMISSIONS, NOR THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. WE DO NOT WARRANT THAT ALL NONCONFORMITIES WILL OR CAN BE CORRECTED.

THE SERVICE IS CONTROLLED AND OPERATED FROM ITS FACILITIES IN NORWAY. ALTHOUGH THE SERVICE MAY BE ACCESSIBLE WORLDWIDE, SIMLI DOES NOT CLAIM, AND WE CANNOT GUARANTEE THAT THE SERVICE IS OR WILL BE APPROPRIATE OR AVAILABLE FOR ANY LOCATION OR JURISDICTION, COMPLY WITH THE LAWS OF ANY LOCATION OR JURISDICTION, OR COMPLY WITH LAWS GOVERNING EXPORT, IMPORT, OR FOREIGN USE.

16.             Limitations of Liability

 

SIMLI, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS OR LICENSORS SHALL IN NO EVENT BE LIABLE FOR (I) ERRORS, MISTAKES, OR INACCURACIES OF DATA; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU, BY YOUR END USERS, OR BY US ON YOUR BEHALF; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VII) ANY ERRORS OR OMISSIONS IN ANY DATA OR FOR ANY LOSS; (VIII) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; OR (IX) ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF REPUTATION OR LOSS OF GOODWILL ARISING OUT OF OR IN CONNECTION USE OF THE SERVICE, WHETHER OR NOT SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OR ARE AWARE OF THE POSSIBILITIES OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

ANY CLAIMS FOR DAMAGES MUST BE NOTIFIED TO US WITHIN 30 CALENDAR DAYS OF THE DATE YOU FIRST KNOW OR REASONABLY SHOULD KNOW OF THE EVENT GIVING RISE TO SUCH CLAIM. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. ANY LAWSUIT RELATIVE TO ANY SUCH CLAIM MUST BE FILED WITHIN 6 MONTHS OF THE DATE OF THE CLAIM. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. 

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATIONS OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

17.             Miscellaneous

 

1.       Force majeure. Except for payment obligations, neither you nor Simli will have any liability for failures or delays resulting from conditions beyond your or Simli’s reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.

The existence or any reasonable probability of any event of Force Majeure shall be immediately notified by the affected party to the other party. The affected party shall use all reasonable endeavors to remedy as quickly as possible the effect of the said event of Force Majeure.

2.       Communication. To the fullest extent permitted by law, these Terms, notices, and other communications from us to you regarding these Terms or the Service may be provided to you electronically through the Services or by email, and you consent and agree to receive those Communications in an electronic form.

 

3.        Feedback. We appreciate feedback, comments, ideas, proposals, and improvement suggestions. If you provide any of these things, we may use them without restriction or compensation.

 

4.       Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of all or substantially all of our assets or to any affiliate or as part of a corporate reorganization.

 

5.       Modifications. We may amend these Terms occasionally by posting a revised version on the website. If an update materially adversely affects your rights or obligations under these Terms, we will notify you either by emailing the email associated with your account or by providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.

 

6.          Waiver and Severability. If you do not comply with these Terms and Simli does not take action right away, this does not mean Simli is giving up any of our rights. If any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms.

 

7.        Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Simli and its affiliates, and Simli shall have the right to seek injunctive relief against you in addition to any other legal remedies.

 

8.       Trade Controls. You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in, for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

 

9.         Choice of Law and Legal Venue. These Terms will be governed by and construed in accordance with Norwegian law, without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the Oslo District Court for all disputes related to or arising out of these Terms and waive any objection to such jurisdiction or venue.

 

Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Norwegian and local laws and regulations.