Terms of Service

1. Definitions

"Account" means any Simplocity CRM, dashboard, application, client portal, field-reporting account, website account, or other account made available through the Services.

"Client Content" means text, photographs, videos, logos, trademarks, customer information, leads, contact lists, inspection information, field data, documents, forms, reports, business information, and other content supplied or uploaded by Client.

"Platform" means the hosted technology environment through which Simplocity provides CRM, websites, automations, messaging, reporting, artificial intelligence, payment, marketing, and related functionality.

"Services" means any services provided by Simplocity, including websites, hosting, CRM access, lead management, email and SMS communication, automations, reputation management, calendars, payment integrations, field-reporting systems, forms, reports, artificial intelligence tools, SEO services, marketing services, consulting, integrations, and related products or services.

"Order Form" means an invoice, proposal, checkout page, statement of work, service agreement, or other written document identifying Services, fees, or subscription terms purchased by Client.

"Subscription" means any recurring monthly, annual, or other recurring arrangement for Services.

2. Eligibility and Business Use

You must be at least eighteen (18) years old and legally capable of entering into a binding agreement.

The Services are intended primarily for businesses and professional organizations.

If you accept these Terms on behalf of a company, organization, or other entity, you represent that you have authority to bind that entity to these Terms.

You are responsible for ensuring that employees, contractors, agents, and other authorized users accessing your Account comply with these Terms.

3. Services

Simplocity provides digital business infrastructure, marketing technology, websites, CRM systems, automations, communications tools, reporting tools, and related professional services.

The exact Services available to Client depend upon the applicable Subscription, Order Form, proposal, or custom agreement.

Simplocity may add, modify, replace, discontinue, or improve features from time to time, including when changes are required because of third-party software providers, telecommunications providers, artificial intelligence providers, payment processors, APIs, regulatory requirements, or technological changes.

We will use commercially reasonable efforts to avoid materially reducing the core functionality of a paid Subscription without reasonable notice when practicable.

4. Order Forms, Proposals, and Scope of Work

An Order Form may establish specific pricing, deliverables, implementation requirements, Subscription terms, usage allowances, or other conditions.

If an Order Form conflicts with these Terms, the Order Form will control solely with respect to the specific subject addressed by the conflicting provision.

Unless expressly included in the applicable Order Form, additional design work, development, integrations, migrations, data entry, custom reporting, automation development, content creation, or consulting may require additional fees.

Requests outside the original scope may be quoted separately.

5. Account Security

Client is responsible for:

• Maintaining the confidentiality and security of login credentials.
• All activity conducted through Client's Account.
• Limiting Account access to authorized users.
• Removing users who should no longer have access.
• Promptly notifying Simplocity of suspected unauthorized access.

Simplocity is not responsible for losses caused by Client's failure to adequately secure login credentials or authorized user access.

6. Implementation and Client Responsibilities

Website builds, CRM implementation, field-reporting systems, automation development, and other setup work may require information or materials from Client.

Project timelines do not begin until Simplocity has received the information reasonably necessary to begin work.

Client is responsible for providing accurate and timely information, including business information, branding, logos, photographs, service descriptions, domain information, account credentials, report requirements, compliance disclosures, and other requested materials.

Delays caused by Client may extend estimated delivery dates.

If Client fails to provide requested information or approvals for more than thirty (30) days, Simplocity may place the project on hold. A restart or reactivation fee may apply if substantial additional work is required to resume the project.

Estimated launch dates are estimates and are not guaranteed unless expressly stated in a signed agreement.

7. Subscription Fees and Billing

Unless otherwise stated in an Order Form, Subscription fees are billed in advance for the applicable service period.

Subscriptions automatically renew until canceled in accordance with these Terms.

By providing a payment method, Client authorizes Simplocity and its payment processors to charge all fees associated with the Account, including Subscription fees, usage charges, approved additional work, and applicable taxes.

One-time setup, implementation, development, onboarding, or configuration fees may be charged before work begins.

Client is responsible for maintaining a valid payment method.

Simplocity may change Subscription pricing upon at least thirty (30) days' notice. Updated pricing will generally become effective on a subsequent renewal date.

Taxes imposed on Client's purchase or use of Services are Client's responsibility, except taxes based on Simplocity's net income.

8. Usage-Based and Third-Party Charges

Certain Services may generate charges that are not included in the base Subscription price.

These may include:

• SMS and MMS messages.
• Telephone numbers and telephone calls.
• Email delivery services.
• Artificial intelligence usage.
• Domain registrations.
• Payment-processing fees.
• Premium integrations.
• Verification services.
• Advertising spend.
• Software licenses.
• Third-party applications.

Usage charges may vary based upon provider pricing and may change without Simplocity controlling those underlying changes.

Simplocity may pass third-party costs through to Client and may include reasonable administration, management, or platform fees where disclosed.

Client authorizes Simplocity to charge the payment method on file for applicable usage-based costs.

9. Promotions and Money-Back Guarantees

Simplocity may occasionally offer promotional pricing, discounted setup fees, free trials, onboarding periods, or money-back guarantees.

Any guarantee applies only when expressly offered on the applicable pricing page, proposal, checkout page, or Order Form at the time of purchase.

Unless the applicable offer expressly states otherwise, a thirty-day guarantee must be requested within thirty (30) calendar days of the initial qualifying purchase.

Third-party costs, telecommunications usage, SMS/MMS charges, telephone charges, domain registrations, advertising spend, payment-processing charges, software licenses, custom third-party purchases, and similar nonrecoverable expenses are not refundable.

No refund or guarantee applies after the applicable guarantee period has expired.

10. Refunds

Except for an expressly stated money-back guarantee or a written agreement signed by Simplocity, payments are non-refundable once due or processed.

This includes Subscription fees, setup fees, implementation fees, custom-development charges, prepaid service periods, and unused portions of a billing period.

Cancellation does not retroactively eliminate charges properly incurred before the cancellation became effective.

12. Cancellation

Unless an Order Form establishes a minimum commitment, Client may cancel a recurring Subscription by submitting a cancellation request through the available account interface or by providing written notice to Simplocity.

Cancellation becomes effective at the end of the then-current paid billing period unless otherwise stated in writing.

Cancellation does not create a right to a prorated refund.

Annual plans or prepaid commitments remain non-refundable after any applicable guarantee period unless the Order Form expressly provides otherwise.

Following cancellation, Client's access to the Platform, CRM, website, field-reporting system, automations, and other hosted Services may terminate at the conclusion of the paid service period.

A former Client seeking to reactivate Services may be required to pay a new setup or reactivation fee based on Simplocity's pricing then in effect.

13. Simplocity Intellectual Property

Simplocity and its licensors retain all right, title, and interest in the Platform and Simplocity technology.

This includes, without limitation:

• Website layouts and designs.
• Templates.
• Software configurations.
• CRM configurations.
• Automation logic and workflows.
• Snapshots.
• Forms.
• Reporting structures.
• Dashboards.
• Database architecture.
• Processes and methods.
• Documentation.
• Scripts and integrations.
• Artificial intelligence configurations and prompts.
• Design systems.
• Other intellectual property created or supplied by Simplocity.

Client receives a limited, non-exclusive, non-transferable, revocable license to use these materials solely in connection with Client's active Services.

No intellectual property rights are transferred to Client except where expressly stated in a written agreement.

Client may not copy, resell, sublicense, reverse engineer, reproduce, distribute, or use Simplocity's technology or configurations to create a competing service.

14. Website Ownership and Hosting

Unless an Order Form expressly states otherwise, websites created by Simplocity are provided as part of a managed, hosted service.

Client retains ownership of original Client Content supplied by Client, including Client-owned logos, photographs, trademarks, written content, and other original materials.

Simplocity retains ownership of or applicable license rights to the website framework, templates, layouts, configurations, automations, platform components, code, workflows, and implementation methods.

Client's right to use a Simplocity-hosted website is conditioned upon maintaining the applicable paid Subscription.

Upon cancellation or termination, Simplocity may disable the hosted website when the paid service period ends.

Because websites may be created within proprietary or third-party hosted platforms, a portable standalone copy of the website may not exist.

Simplocity is not obligated to provide or transfer website source files, platform files, templates, snapshots, workflows, automation configurations, proprietary code, or hosted platform components following cancellation.

Simplocity may, but is not required to, offer a website buyout, migration, recreation, or transfer service where technically feasible. Any such service will be subject to separate pricing and written terms.

15. Domains

Domain ownership depends upon how the domain was acquired.

If Client independently owns a domain and connects it to Simplocity, Client retains ownership of that domain.

If Simplocity registers a domain specifically on Client's behalf and Client separately pays for the domain registration, Client may request transfer of the domain after all outstanding balances have been paid, subject to registrar requirements and reasonable transfer or administrative fees.

If a domain was provided, acquired, or subsidized by Simplocity as part of a promotion, bundled service, or Simplocity-owned digital asset and was not separately purchased by Client, ownership remains with Simplocity unless otherwise agreed in writing.

Domain transfers are subject to restrictions imposed by registrars, ICANN policies, waiting periods, technical limitations, and third-party requirements.

Website ownership and domain ownership are separate. Transfer of a domain does not require Simplocity to transfer website files or proprietary Platform materials.

16. Client Content and Data

Client retains ownership of Client Content.

Client grants Simplocity a non-exclusive, worldwide, royalty-free license to host, store, process, copy, display, transmit, modify for technical purposes, and otherwise use Client Content solely as reasonably necessary to provide and improve the Services, fulfill Client instructions, maintain security, and comply with legal obligations.

Client represents that it has all rights, permissions, licenses, and consents necessary to provide Client Content to Simplocity.

Client is solely responsible for the legality, accuracy, quality, and integrity of Client Content.

Simplocity does not acquire ownership of Client's customer lists, leads, photographs, inspection information, or other Client-owned business data merely because those materials are stored within the Platform.

Our handling of personal information is further governed by our Privacy Policy.

17. Data Export and Retention After Termination

Client is responsible for maintaining its own copies of important business records.

Where export functionality is reasonably available, Client should export contacts, customer records, reports, photographs, and other Client Content before cancellation becomes effective.

Simplocity may retain Client Content for up to thirty (30) days following termination or expiration to permit reasonable recovery or export requests.

After that period, Simplocity may delete, anonymize, archive, or otherwise remove Client Content without further obligation, except where retention is required by law or maintained in routine backup systems.

Certain third-party resources—including phone numbers, integrations, messaging registrations, AI configurations, or other services—may become unrecoverable following cancellation or prolonged suspension.

Simplocity does not guarantee restoration of terminated Accounts.

18. Field Reporting Platform

When Simplocity provides a field-reporting, inspection-reporting, job-reporting, form, photograph, document, or client-reporting system, the system is a technology and workflow tool only.

Client is solely responsible for:

• Information entered into the system.
• Photographs uploaded.
• Observations recorded.
• Measurements.
• Inspection findings.
• Conclusions.
• Signatures.
• Employee activity.
• Regulatory requirements.
• Professional standards.
• Final reports delivered to Client's customers.

Simplocity does not independently inspect, verify, certify, approve, or guarantee the accuracy of information entered by Client or Client's employees.

Generated reports do not constitute engineering, architectural, legal, safety, environmental, regulatory, inspection, or other licensed professional advice from Simplocity.

Client is responsible for reviewing reports for accuracy and completeness before distributing them.

If Client chooses to configure automated delivery of reports without manual review, Client accepts responsibility for the content distributed through that automation.

Client represents that it has authorization to photograph, record, store, process, and distribute information relating to properties, customers, employees, job sites, or other persons included in field reports.

19. Artificial Intelligence Features

Some Services may use artificial intelligence or machine-learning systems.

AI-generated content may be incomplete, inaccurate, inappropriate, outdated, or factually incorrect.

Client is responsible for reviewing AI-generated text, responses, recommendations, summaries, reports, images, calculations, or other output before relying upon or distributing it.

Simplocity does not guarantee the accuracy or suitability of AI-generated output.

Client should not use artificial intelligence output as a substitute for professional legal, financial, medical, engineering, safety, compliance, or other regulated professional advice.

21. Privacy and Consumer Data

Client is responsible for determining which privacy laws apply to Client's business and Client's collection and use of personal information.

Client represents that it has provided all notices, obtained all consents, and has all lawful authority necessary to upload or process personal information using the Services.

To the extent applicable, Client generally determines the purposes for which Client customer data is processed, while Simplocity processes such information in connection with providing the Services.

Client remains responsible for its own privacy policy, website disclosures, cookie disclosures, marketing permissions, and consumer requests unless Simplocity expressly agrees in writing to provide a particular compliance service.

22. Acceptable Use

Client may not use the Services to engage in illegal, fraudulent, deceptive, harmful, abusive, infringing, or unauthorized activity.

Client may not use the Services to:

• Transmit malware or malicious code.
• Circumvent security controls.
• Obtain unauthorized access to systems or information.
• Impersonate other persons or organizations.
• Interfere with network or platform functionality.
• Reverse engineer proprietary technology.
• Conduct unlawful marketing or communications.
• Violate third-party intellectual property or privacy rights.

Client may not resell or sublicense Simplocity Services without written authorization.

Simplocity may immediately restrict or suspend activity that threatens the security, integrity, legality, deliverability, reputation, or availability of the Platform or Simplocity's third-party providers.

23. Third-Party Platforms and Integrations

Simplocity Services depend upon third-party technology providers.

These may include:

• Hosting companies.
• CRM and software providers.
• Telecommunications carriers.
• Payment processors.
• Email providers.
• Domain registrars.
• Artificial intelligence providers.
• Social networks.
• Advertising platforms.
• Analytics providers.
• APIs and other software services.

Simplocity does not control these third parties.

Third-party services may experience outages, modify APIs, change pricing, discontinue features, reject communications, suspend integrations, restrict accounts, change policies, or terminate services.

Simplocity will not be responsible for failures, delays, losses, or interruptions caused primarily by third-party systems outside Simplocity's reasonable control.

Simplocity may replace, modify, or remove integrations when reasonably necessary because of changes made by third-party providers.

Client's use of third-party services may also be governed by the third party's own terms and privacy policies.

24. Payment Processing

Payment functionality provided through the Platform may rely on independent payment processors.

Simplocity is not a bank, credit-card issuer, payment network, or financial institution.

Client is responsible for establishing and maintaining required payment-processing accounts and complying with the processor's applicable terms.

Simplocity is not responsible for payment holds, reserves, chargebacks imposed on Client's merchant account, rejected transactions, processor suspensions, or other decisions made independently by payment providers.

25. No Guarantee of Business Results

Simplocity may provide marketing systems, websites, automations, SEO, lead-management technology, communications tools, and business recommendations intended to improve Client's operations.

However, business results depend on numerous factors outside Simplocity's control.

Simplocity does not guarantee any particular number of leads, appointments, customers, reviews, sales, revenue, profit, website visitors, advertising results, search-engine rankings, conversion rates, or business growth.

Past performance, examples, projections, case studies, or testimonials do not guarantee future results.

26. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

SIMPLOCITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR RESULTS.

SIMPLOCITY DOES NOT WARRANT THAT THE SERVICES WILL ALWAYS BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR COMPATIBLE WITH EVERY THIRD-PARTY SYSTEM.

Nothing in this section limits any warranty that cannot legally be excluded.

27. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMPLOCITY SOLUTIONS LLC AND ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

THIS INCLUDES LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST LEADS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COSTS OF REPLACEMENT SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMPLOCITY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SIMPLOCITY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of whether the claim is based upon contract, tort, negligence, statute, or another legal theory and regardless of whether Simplocity was advised that damages were possible.

Some jurisdictions do not permit certain limitations. In those jurisdictions, these limitations apply to the maximum extent permitted by law.

28. Indemnification

Client agrees to defend, indemnify, and hold harmless Simplocity Solutions LLC and its members, employees, contractors, representatives, and agents from third-party claims, liabilities, damages, fines, penalties, losses, and reasonable legal expenses arising out of or relating to:

• Client Content.
• Client's products or services.
• Client's communications with customers or prospects.
• TCPA, CAN-SPAM, privacy, messaging, or telecommunications claims resulting from Client's conduct.
• Field reports or inspection information produced from Client-provided data.
• Client's use of personal information.
• Client's violation of these Terms.
• Client's violation of applicable law.
• Client's infringement of third-party intellectual-property or privacy rights.

Simplocity will provide reasonable notice of an indemnified claim where practicable.

29. Payment Disputes and Chargebacks

If Client believes a charge is incorrect, Client agrees to make a good-faith effort to contact Simplocity before initiating a payment dispute so the parties have an opportunity to resolve the issue.

Nothing in these Terms eliminates rights that cannot legally be waived.

However, knowingly submitting a false, misleading, fraudulent, or abusive chargeback or payment dispute regarding validly authorized and delivered Services constitutes a material breach of these Terms.

Simplocity may submit invoices, contracts, acceptance records, communications, usage records, project records, and other relevant evidence to a payment provider in response to a dispute.

Simplocity may suspend or terminate Services while a payment dispute remains unresolved.

30. Suspension and Termination by Simplocity

Simplocity may suspend, restrict, or terminate Services if Client:

• Fails to pay amounts when due.
• Materially violates these Terms.
• Uses the Services unlawfully.
• Creates a security or regulatory risk.
• Creates material telecommunications, carrier, payment-processing, or platform risk.
• Engages in fraudulent or abusive activity.
• Violates third-party platform requirements applicable to the Services.
• Requires Simplocity to act in violation of applicable law or third-party contractual obligations.

When reasonably practicable, Simplocity will provide notice and an opportunity to cure the issue.

Simplocity may take immediate action where necessary to protect systems, users, third parties, or legal rights.

Termination does not eliminate outstanding payment obligations.

32. Governing Law and Venue

These Terms are governed by the laws of the State of Florida without regard to conflict-of-law principles.

For any dispute that is not required to be arbitrated, the parties consent to exclusive jurisdiction and venue in the appropriate state or federal court located in or serving Palm Beach County, Florida, unless applicable law requires otherwise.

33. Force Majeure

Simplocity will not be responsible for delays or failures caused by events outside its reasonable control.

These may include:

• Natural disasters.
• Hurricanes, floods, or fires.
• Governmental action.
• War or terrorism.
• Labor disruptions.
• Internet outages.
• Telecommunications failures.
• Power outages.
• Cyberattacks.
• Third-party platform failures.
• Cloud-service outages.
• Payment-network failures.
• Carrier outages.
• Other circumstances beyond Simplocity's reasonable control.

34. Changes to Services or Terms

Simplocity may modify these Terms from time to time.

Material changes may be communicated by email, through the Platform, through an Account notice, or by posting updated Terms on Simplocity's website.

When reasonably practicable, Simplocity will provide at least thirty (30) days' notice before a material change affecting an existing recurring Subscription becomes effective.

Continued use of the Services after the applicable effective date constitutes acceptance of the revised Terms to the extent permitted by law.

35. Assignment

Client may not assign or transfer these Terms or the Services without Simplocity's written consent.

Simplocity may assign these Terms in connection with a merger, acquisition, restructuring, financing, sale of assets, or transfer of the applicable business operations.

36. Independent Contractors

Simplocity and Client are independent contractors.

Nothing in these Terms creates an employment relationship, partnership, franchise, fiduciary relationship, agency, or joint venture.

37. Entire Agreement

These Terms, the applicable Order Form, Simplocity's Privacy Policy, and any separately executed written agreement constitute the entire agreement between the parties regarding the applicable Services.

They supersede prior discussions or representations relating to the same Services unless expressly incorporated into a signed agreement.

38. Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain effective.

39. Waiver

Simplocity's failure to enforce a provision on one occasion does not waive the right to enforce that provision later.

40. Survival

Provisions that by their nature should survive termination will remain effective after cancellation or termination.

This includes provisions regarding unpaid fees, intellectual property, data rights, indemnification, limitations of liability, dispute resolution, and governing law.

41. Notices

Legal or contractual notices to Simplocity may be submitted through the contact information provided below.

Client is responsible for maintaining an accurate email address within Client's Account.

Simplocity may deliver notices to the email address associated with the Account.

42. Electronic Acceptance

Electronic acceptance has the same effect as a handwritten signature to the extent permitted by applicable law.

By purchasing Services, checking an acceptance box, signing an electronic proposal, paying an invoice containing or linking to these Terms, creating an Account, or using the Services after receiving notice of these Terms, Client confirms that Client:

• Has read and understands these Terms.
• Has authority to agree to these Terms.
• Agrees to Simplocity's billing and cancellation terms.
• Understands that hosted websites, CRM systems, field-reporting platforms, workflows, and automations may cease functioning following nonpayment or cancellation.
• Understands Simplocity's intellectual-property and website-transfer provisions.
• Agrees to the dispute-resolution provisions contained above, subject to the arbitration opt-out right.