Terms of Service

Please Read Carefully Before Using This Website

The following terms of service (“Terms of Service”) govern your use of the SimpleSat Website (the “Site”) and the SimpleSat web-based, application integration and data linking service accessed through the Site (“Service”), both of which are operated by Pronto Holdings LTD dba SimpleSat (“SimpleSat”). By using the Site and/or the Service, you irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Site or the Service. If you are entering into these Terms of Service on behalf of an entity, you represent that you have the actual authority to bind such entity to these Terms of Service.

SimpleSat expressly reserves the right to modify the Terms of Service at any time in its sole discretion, and without prior notice to you, by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. Any continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Site or Service.

User Account Registration; Passwords and Fees

(a) Account Registration and Use License: In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with SimpleSat. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, SimpleSat hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or SimpleSat elect to terminate such right in accordance with these Terms and Conditions.

(b) Eligibility: As an express condition of being permitted to open a User Account, you represent and warrant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside,

(c) Passwords: Upon registration on the Site, you will provide SimpleSat with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify SimpleSat of any suspected or actual unauthorized use of your User Account. You agree that SimpleSat will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.

Site Content

(a) SimpleSat Content: Except as may be otherwise noted, the information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site and/or the Service (collectively, “SimpleSat Content”) are the copyrighted works of SimpleSat and its licensors, and SimpleSat and its licensors expressly retain all right title and interest in and to the SimpleSat Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Service, any use of the SimpleSat Content may violate copyright and/or other applicable laws.

(b) Third Party Content: In addition to SimpleSat Content, the Site and/or the Service may contain information and materials provided to SimpleSat by third parties (collectively, “Third Party Content”). Third Party Content is the copyrighted work of its owner, who expressly retains all right title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. In addition to being subject to these Terms of Service, Third Party Content may also be subject to different and/or additional terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third Party Content.

(c) Limited Site Content License: SimpleSat grants you the limited, revocable, non-transferable, non-exclusive right to use the SimpleSat Content and Third Party Content (collectively, “Site Content”) by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that (i) such activity is solely for your personal, education or other noncommercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage format.

(d) Trademarks: All trademarks, service marks and logos included on the Site (“Marks”) are the property of SimpleSat or third parties, and you may not use such Marks without the express, prior written consent of SimpleSat or the applicable third party.

(e) Monitoring of Site Content and use of Service: SimpleSat reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Service or applicable law. SimpleSat reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.

(f) Copyright Infringement: As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that SimpleSat will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send a written notice to SimpleSat at [email protected], and SimpleSat will respond pursuant to its Digital Millennium Copyright Act (“DMCA”) procedure. SimpleSat’s DMCA procedure is in accordance with that suggested by DMCA, the text of which can be found at the U.S. Copyright Office website www.copyright.gov/legislation/dmca.pdf. SimpleSat reserves all rights to seek damages and fees associated with infringement and or fraud.

Your Use of the Site and Service

(a) Account and Use of Service: You may use your User Account for the Service only in accordance with these Terms of Service and only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service.

(b) Fees: Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage in accordance with our current pricing policy. If you do not initially register for a version of the Service that requires the payment of a fee, you will nonetheless may be permitted to use some or all of the features of the Service for a period of time (“Free Trial Period”). Upon the expiration of the Free Trial Period, you will only be able to access and use those features of the Service the use of which does not require the payment of a Fee, unless you subsequently upgrade to a paid version of the Service. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

(c) Refunds, Upgrading and Downgrading: Refunds are processed according to our fair refund policy. Any upgrade or downgrade in your Service use will result in the new Fees being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading your Service may cause the loss of features or capacity of your User Account. SimpleSat does not accept any liability for such loss.

(d) Cancellation and Termination: You are solely responsible for properly canceling your User Account. An email or phone request to cancel your User Account is not considered cancellation. You can cancel your User Account at any time by clicking on the settings link in the global navigation bar at the top of the screen. The settings screen provides a simple no-questions-asked cancellation link. If you cancel your User Account before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. But there will not be any prorating of unused time in the last billing cycle.

(e) Suggestions: You hereby grant to SimpleSat a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site and/or the Service any suggestions, enhancement requests, recommendations or other feedback provided by you to SimpleSat that is related to the Site and/or the Service.

(f) Indemnification: You hereby irrevocably agree to indemnify, defend and hold SimpleSat, its affiliates, directors, officers, employees and agents harmless from and against any and all loss, costs, damages, liabilities and expenses (including attorneys’ fees) arising out of or related to (i) any third party claim resulting from a breach by you of any of your covenants, representations or warranties contained in these Terms of Use and/or (ii) your use of the Site and/or the Service.

(g) Developer Platform: Subject to all of the terms and conditions of these Terms of Service, you may use the SimpleSat developer platform (“Platform”) to create additional features for the Service that leverage your application programming interfaces (“API(s)”). SimpleSat reserves the right to accept or reject any such additional features.

Linked Websites

The Site may contain links to other websites that are not owned or operated by SimpleSat, and you agree that SimpleSat provides links to such websites solely as a convenience and has no responsibility for the content or availability of such websites, and that SimpleSat does not endorse such websites or any products or services associated therewith. Your use of such websites will be subject to the terms of use applicable to each such website.

LIMITATION OF LIABILITY

(a) Warranty Disclaimer: THE SITE AND, SITE CONTENT AND THE SERVICE ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SIMPLESAT MAKES NO WARRANTY THAT THE SITE, SERVICE OR SITE CONTENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, SIMPLESAT HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SITE CONTENT AND SERVICE, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFIRNGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE AND/OR THE SITE CONTENT RESTS WITH YOU AND SIMPLESAT MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SITE AND OR THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SITE, SERVICE AND/OR THE SITE CONTENT WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.

(b) Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT SIMPLESAT SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF OR CONNECTED TO YOUR USE OF, OR INABILITY TO USE, THE SITE, THE SERVICE OR THE SITE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA., LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SIMPLESAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE. You acknowledge that you have read, understand and agree to SimpleSat’s Privacy Policy located at www.simplesat.io/privacy, which is hereby incorporated into and made a part of these Terms of Service by this reference.

General

These Terms of Service constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. These Terms of Service supersede all prior or contemporaneous discussions, proposals and agreements between you and SimpleSat relating to the subject matter hereof. No amendment, modification or waiver of any provision of these Terms of Service will be effective unless in writing and signed by an officer of SimpleSat. If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by SimpleSat may be implied from any actions or failures to enforce rights under these Terms of Service. These Terms of Service are intended to be and are solely for the benefit of SimpleSat and you and do not create any right in favor of any third party.

You agree that these Terms and Conditions shall be treated as though they were executed and performed in Hong Kong and shall be governed by and construed in accordance with the laws of Hong Kong (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms and Conditions or any other agreement related to the use of Pronto services shall be brought solely in Hong Kong. Pronto Marketing is a dba of Tailwind Interactive, Ltd. 3rd and 5th Floor, Heng Shan Centre, 145 Queen’s Road East, Wanchai, Hong Kong.

Privacy

Please visit www.simplesat.io/privacy to understand how SimpleSat collects and uses personal information.