SIMPLIHUB
Platform Terms

1.1 Existing Agreements. This Agreement supplements the existing agreements between Simplifi and the applicable customer, agency, corporate account, franchise system, or other organization that authorized your access to SimpliHub, including any applicable master services agreement, insertion order, order form, addendum, schedule, data protection addendum, or incorporated policy (collectively, the "Existing Agreements"). The Existing Agreements continue to govern order execution, media services, pricing, billing, payment, and related commercial obligations.

1.2 Order of Precedence. If these Platform Terms conflict with an Existing Agreement, the following controls: these Platform Terms govern your access to and use of SimpliHub; the Existing Agreements govern order execution, commercial terms, billing, and payment; the applicable Data Protection Addendum governs data protection matters; and the applicable privacy policies govern Simplifi's collection and use of information as described in those policies. To the extent a conflict is not addressed by the foregoing, the Existing Agreements control.

1.3 Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Existing Agreements. In addition, the following terms have the meanings set forth below:

2.1 Authorization. By accepting this Agreement, You represent and warrant that a. you have been authorized by Customer or a Customer Administrator to access and use SimpliHub; b. you are authorized to submit order requests for your assigned account; c. you will use SimpliHub only for the accounts assigned to you; and d. you will comply with these Platform Terms and all applicable laws in connection with your use of SimpliHub.

2.2 Account Provisioning. Your SimpliHub account is provided because Customer authorized your access. You are responsible for keeping your credentials confidential and for activity occurring under your account. You must promptly notify the Customer Administrator and Simplifi of any unauthorized access or use.

2.3 Single-User License. Each SimpliHub account is for a single named user. You may not share your credentials or permit anyone else to access SimpliHub through your account.

2.4 Customer Administrator and Simplifi Access. Customer Administrators and Simplifi personnel may access and administer SimpliHub to manage users, configure accounts, provide support, troubleshoot issues, monitor security, and improve the platform. Simplifi may also use product analytics and session recording tools as described in the applicable privacy policies.

2.5 Customer Authorization and Platform Reliance. Your access to SimpliHub is provided because Customer or a Customer Administrator authorized you to use SimpliHub. You represent that you are authorized to submit order requests, revisions, approvals, uploads, instructions, and other actions through your SimpliHub account for the applicable account(s). Simplifi may rely on actions submitted through your account as authorized by Customer or the applicable Customer Administrator. Simplifi is not responsible for any dispute between you and Customer, a Customer Administrator, an agency, corporate account, franchise system, or other third party regarding authority, funding, approval, payment allocation, or use of SimpliHub.

3.1 License Grant. Subject to these Platform Terms, Simplifi grants you a limited, non-exclusive, non-transferable, revocable right to access and use SimpliHub solely to browse Packages, submit and revise order requests, upload permitted content, and view Dashboard reporting for your account.

3.2 Reservation of Rights. Simplifi and its licensors retain all rights not expressly granted in these Platform Terms. No implied rights are granted.

3.3 Updates. Simplifi may update, modify, or discontinue SimpliHub features from time to time.

3.4 Pilot and Pre-Release Features. SimpliHub and any pilot, beta, preview, or early-access features are provided “as-is,” may contain errors or interruptions, and may be modified or discontinued at any time.

4.1 Permitted Uses. You may use SimpliHub only to browse Packages, submit and revise order requests, upload permitted content, view Dashboard reporting, and perform other activities authorized by Customer or Simplifi.

4.2 Prohibited Uses. In addition to the restrictions in the Existing Agreements, You may not use SimpliHub to:

4.3 Content Standards and Regulated Industries. All advertising submitted through SimpliHub must comply with applicable law, industry-specific advertising rules, applicable self-regulatory codes, the Existing Agreements, and Simplifi’s advertising policies as published or otherwise made available from time to time. Simplifi may reject, suspend, or remove any content that violates these standards or that Simplifi otherwise determines is inappropriate for the platform.

4.4 Enforcement. Simplifi may monitor use of SimpliHub, investigate suspected violations, and take appropriate action, including warning users, suspending or terminating access, removing content, reporting unlawful activity, or pursuing legal remedies.

5.1 Reverse Engineering. You may not reverse engineer, decompile, disassemble, modify, create derivative works from, remove proprietary notices from, or circumvent security or access controls for SimpliHub, except to the extent such restrictions are prohibited by applicable law.

5.2 Competitive Use. You may not use SimpliHub to develop a competing product or service, publish benchmarking or performance testing without Simplifi’s prior written consent, or provide SimpliHub functionality to a third party.

5.3 Automated Access. You may not use bots, scrapers, or other automated means to access SimpliHub except through an API authorized by Simplifi.

6.1 Order Requests. SimpliHub enables Authorized Users to browse available Packages and submit order requests on behalf of their accounts. All Packages, configurations, pricing, availability, and estimated metrics are determined by Simplifi and may be modified at any time.

6.2 Non-Binding Order Requests. Submitting an order request through SimpliHub authorizes Simplifi to review, process, and rely on the request, but does not require Simplifi to accept, build, launch, deploy, or deliver any order. No order is accepted, binding, or live unless and until Simplifi confirms acceptance in writing, by email, through SimpliHub, or by launching the order.

6.3 Changes Before Launch. You may submit changes to an order request before the applicable order goes live. Simplifi will use commercially reasonable efforts to accommodate timely changes, but changes are not effective unless accepted by Simplifi. Revision requests are not guaranteed to be reflected in the current order.

6.4 Effect of Launch. Once an order goes live, the accepted order may not be cancelled, revised, reduced, or withdrawn except as permitted under the Existing Agreements or accepted by Simplifi in writing.

6.5 Performance Estimates. All estimates displayed in SimpliHub, including estimated impressions, reach, delivery, timing, or results, are informational only and are not guaranteed.

6.6 Order Build. After Order Confirmation, Simplifi will use commercially reasonable efforts to build and deploy the order based on the accepted Package or order specifications. Placements and performance are not guaranteed.

7.1 SimpliHub Fees. During the pilot program, Simplifi does not charge a separate platform access fee for SimpliHub. Simplifi may modify the commercial terms for SimpliHub at or following general availability and may condition continued access on acceptance of those terms by the applicable Customer.

7.2 Advertising Fees. Advertising fees and payment obligations for orders requested through SimpliHub are governed by the applicable Existing Agreement, insertion order, corporate program, agency arrangement, approved payment setup, or other written arrangement accepted by Simplifi. SimpliHub does not modify pricing, billing, payment, or other commercial terms unless expressly agreed by Simplifi in writing. Simplifi may rely on order requests and revisions submitted through an Authorized User’s account as authorized by the applicable Customer or Customer Administrator. Unless you have separately agreed otherwise in writing, these Platform Terms do not make you personally responsible for payment of advertising fees.

7.3 Effect of Cancellation. If a confirmed order is cancelled, Simplifi will wind down the order within a commercially reasonable time.

8.1 Dashboard Access. You will have access to the SimpliHub Dashboard to view aggregate performance metrics for your account.

8.2 Limitations. The Dashboard provides aggregate order reporting only and does not provide access to personal data, audience data, or individual consumer data. Dashboard metrics are provided on an “as-available” basis and may be delayed, revised, or unavailable.

9.1 Your Content. You may submit creative content, brand assets, images, copy, and other materials through SimpliHub in connection with order requests (“Your Content”). By submitting Your Content, you authorize Simplifi to use it to operate SimpliHub and fulfill accepted orders, subject to the Existing Agreements.

9.2 Representations. You represent that you have all rights, permissions, consents, and approvals necessary to submit Your Content, and that Your Content complies with applicable law, Simplifi’s advertising policies, and these Platform Terms.

9.3 Regulated Content. If Your Content relates to a regulated product, service, or industry, you are responsible for ensuring it complies with all applicable rules and required disclosures. Simplifi may reject any content it believes may violate applicable law, policy, or industry requirements.

9.4 Simplifi Ownership. The Software, including all copies, modifications, enhancements, and derivative works thereof, and all intellectual property rights therein, are and shall remain the exclusive property of Simplifi and its licensors. This includes all patents, copyrights, trademarks, trade secrets, algorithms, models, data structures, user interfaces, design elements, and documentation. This Section supplements the Existing Agreements.

9.5 Feedback. Feedback you provide regarding SimpliHub may be used by Simplifi to improve its products and services without restriction or compensation.

9.6 Trademarks. "Simplifi," "SimpliHub," the Simplifi logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Simplifi or its affiliates. You shall not use such marks without Simplifi's prior written permission, except as expressly authorized in a written agreement. All other marks appearing on SimpliHub are the trademarks of their respective owners.

10.1 Privacy Policies. Your use of SimpliHub is subject to Simplifi’s applicable privacy policies, cookie policy, and any supplemental privacy notices made available in connection with SimpliHub.

10.2 Data Protection Addendum. To the extent Simplifi processes personal information or personal data in connection with SimpliHub or related advertising services, such processing is governed by the applicable Data Protection Addendum and Existing Agreements. The Data Protection Addendum controls with respect to data protection matters.

10.3 Platform Analytics. SimpliHub may collect usage, diagnostic, telemetry, analytics, and session information to operate, secure, support, and improve the platform. This may include device information, browser information, pages visited, features used, actions taken, session duration, error logs, crash reports, and similar information.

10.4 Third-Party Analytics Tools. Simplifi may use third-party analytics, product intelligence, session recording, or similar tools in connection with SimpliHub to understand platform usage, troubleshoot issues, improve functionality, and support security and compliance.

10.5 No Unauthorized Personal Information. You may not upload, submit, or otherwise provide personal information, sensitive personal information, consumer-level data, or audience data through SimpliHub unless expressly authorized by Simplifi and permitted under the Existing Agreements.

10.6 Aggregate Reporting. SimpliHub provides aggregate order reporting only. Unless expressly authorized by Simplifi, SimpliHub does not provide access to personal data, audience data, individual consumer data, or user-level data.

12.1 Your Security Obligations. You are responsible for maintaining the security of your account credentials, devices, and systems. You must not share your credentials and must promptly notify Simplifi of any suspected unauthorized access or security issue involving your account.

12.2 Monitoring. Simplifi may monitor use of SimpliHub for security, compliance, support, and performance purposes and may suspend or terminate access in response to security threats, policy violations, or anomalous activity.

14.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMPLIFI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING FROM OR RELATED TO SIMPLIHUB.

14.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIMPLIFI’S TOTAL LIABILITY ARISING FROM OR RELATED TO SIMPLIHUB WILL BE LIMITED AS SET FORTH IN THE APPLICABLE EXISTING AGREEMENT. IF NO EXISTING AGREEMENT APPLIES TO THE CLAIM, SIMPLIFI’S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

14.3 Essential Purpose. THE LIMITATIONS IN THIS SECTION 14 SHALL APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW SUCH EXCLUSIONS OR LIMITATIONS, SO THE ABOVE MAY NOT APPLY TO YOU IN FULL.

15.1 Your Indemnification Obligation. You are responsible for claims arising from your unauthorized use of SimpliHub, violation of these Platform Terms, unlawful conduct, content you submit, or infringement or misappropriation of third-party rights. Customer’s indemnification obligations under the Existing Agreements continue to apply.

15.2 Allocation. These Platform Terms do not limit or supersede any indemnification obligations under the Existing Agreements.

16.1 Term. This Agreement takes effect when You first accept it, click "I Agree," or access or use SimpliHub, whichever is earliest, and remains in effect for the duration of the pilot program or until terminated in accordance with this Section 16. Following the pilot program, this Agreement may be superseded by updated SimpliHub terms applicable at general availability, which You will be required to accept as a condition of continued access.

16.2 Termination by Simplifi. Simplifi may suspend or terminate your access to SimpliHub at any time, including if you violate these Platform Terms or the Existing Agreements.

16.3 Customer Administrator Termination. The Customer Administrator may request suspension or termination of your access at any time. Simplifi is not responsible for disputes between you and Customer, a Customer Administrator, an agency, corporate account, franchise system, or other third party regarding your access.

16.4 Termination by You. You may stop using SimpliHub at any time and may request account closure from the Customer Administrator.

16.5 Effect of Termination. Upon termination, your right to access SimpliHub ends. Termination of your access does not terminate any Existing Agreement or any accepted order. Provisions that by their nature should survive will survive, including ownership, prohibited use, warranty disclaimers, liability limits, indemnity, and general provisions.

17.1 Governing Law. These Platform Terms are governed by the law specified in the applicable Existing Agreement. If no Existing Agreement applies, Texas law governs, without regard to conflict-of-law rules.

17.2 Dispute Resolution; Class Action Waiver. Disputes shall be resolved in accordance with the dispute resolution provisions of the Existing Agreements. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SIMPLIFI EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM ARISING UNDER THIS AGREEMENT. This waiver does not apply where prohibited by applicable law.

17.3 Injunctive Relief. Simplifi may seek injunctive or equitable relief for misuse of SimpliHub, violation of technical restrictions, or infringement of Simplifi’s rights.

17.4 Age Restriction. SimpliHub is not intended for individuals under eighteen (18). By accepting this Agreement, You represent that You are at least eighteen (18) years of age.

17.5 Confidentiality. SimpliHub and its features, functionality, user interface, and non-public aspects are confidential and proprietary to Simplifi. You agree not to disclose, publish, or distribute screenshots, descriptions, or other details of SimpliHub to any third party without Simplifi's prior written consent, except as reasonably necessary for your authorized use of the platform or as required by applicable law. This restriction survives termination of this Agreement and does not limit any confidentiality obligations under the Existing Agreements.

17.6 Modifications. Simplifi may update these Platform Terms by posting an updated version in SimpliHub or providing notice by email or in-app notification. Continued use of SimpliHub after the effective date of updated terms constitutes acceptance.

17.7 Assignment. You may not assign these Platform Terms or your SimpliHub access without Simplifi’s prior written consent.

17.8 Severability. If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions continue in full force.

17.9 Electronic Communications. You consent to receive electronic communications from Simplifi concerning SimpliHub, including Order Confirmations, policy updates, security alerts, and product notices. These communications satisfy any legal requirement that such communications be in writing.

17.10 Contact. Questions about this Agreement: Simplifi Holdings, LLC, 128 East Exchange Ave, Suite 700, Fort Worth, TX 76164.

17.11 Electronic Acceptance. By clicking “I Accept,” “I Agree,” or accessing or using SimpliHub, you agree to these Platform Terms electronically.

17.12 Entire Agreement. These Platform Terms, together with the Existing Agreements, govern your access to and use of SimpliHub. These Platform Terms do not modify the Existing Agreements except as expressly stated.