SIMPLIHUB
Platform Terms

1.1 Customer Agreement. This Agreement governs Your access to and use of SimpliHub. Simplifi and the applicable Customer may have a separate commercial agreement governing order execution, media services, pricing, billing, payment, and related obligations (the "Customer Agreement"). These Platform Terms do not make You a party to, or impose on You the obligations of, any Customer Agreement.

1.2 Order of Precedence. These Platform Terms govern your access to and use of SimpliHub. Where a Customer Agreement exists, it governs order execution, commercial terms, billing, and payment between Simplifi and Customer. 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. Nothing in these Platform Terms modifies any Customer Agreement, and nothing in any Customer Agreement modifies Your obligations under these Platform Terms.

1.3 Definitions. 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 Platform Reliance. 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, view Dashboard reporting for your account, and perform such other actions as SimpliHub makes available to 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 and Modifications. Simplifi may update, modify, or discontinue SimpliHub features at any time. SimpliHub and any preview or early-access features are provided "as-is" and may contain errors or experience interruptions.

4.1 Permitted Uses. You may use SimpliHub only for the purposes authorized under Section 3.1 and in accordance with these Platform Terms.

4.2 Prohibited Uses. 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, 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. The price displayed for each Package at the time of order submission is the applicable Order Charge for that Package.

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 Acceptance or Launch. Once an order has been accepted or goes live, whichever is earlier, the order may not be cancelled, revised, reduced, or withdrawn except as permitted under these Platform Terms or accepted by Simplifi in writing. Order Charges accrue as of order launch.

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 Alternative Payment Option. Where the Alternative Payment Option has been enabled for Your account, You are the payment obligor for all Order Charges arising from orders placed through Your SimpliHub account. You must enroll with the Payment Service Provider and register a valid payment method prior to placing orders. Payment timing, method, and processing are governed by the Payment Service Provider's terms and as presented through SimpliHub at the time of order submission. If payment fails or Your account has an outstanding balance, Simplifi may suspend order processing and campaign delivery for Your account and may disable the Alternative Payment Option for Your account. You are responsible for maintaining a current, valid payment method on file. Your payment obligations under this Section 7.1 survive termination of these Platform Terms with respect to Order Charges incurred prior to termination.

7.2 Order Charges. Unless the Alternative Payment Option is enabled for Your account pursuant to Section 7.1, payment obligations for orders requested through SimpliHub are between Simplifi and the applicable Customer under their separate agreements. These Platform Terms do not make You personally responsible for payment of Order Charges except where the Alternative Payment Option is enabled for Your account.

7.3 Effect of Cancellation. If a confirmed order is cancelled, Simplifi will use commercially reasonable efforts to wind down the order. Where the Alternative Payment Option is enabled for Your account, You remain responsible for any Order Charges incurred through the date of cancellation. Where the Alternative Payment Option is not enabled, cancellation terms are governed by the separate agreements between Simplifi and Customer.

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 these Platform Terms.

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.

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. These Platform Terms incorporate the Data Protection Addendum (which Simplifi may update from time to time), including without limitation the Standard Contractual Clauses incorporated therein. 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 in writing.

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.

SimpliHub may include, link to, or interoperate with third-party services or components. Your use of third-party services may be subject to separate third-party terms and policies. Simplifi is not responsible for third-party services.

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.

SIMPLIHUB IS PROVIDED “AS-IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMPLIFI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND RESULTS. SIMPLIFI DOES NOT GUARANTEE THAT SIMPLIHUB WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS. ORDER ESTIMATES, RECOMMENDATIONS, AND ANY AI-GENERATED OUTPUTS ARE NON-GUARANTEED.

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 UNDER THESE PLATFORM TERMS 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 shall defend, indemnify, and hold harmless Simplifi, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to Your unauthorized use of SimpliHub, violation of these Platform Terms, unlawful conduct, content You submit, or infringement or misappropriation of third-party rights.

15.2 Allocation. Where applicable, these Platform Terms do not limit or supersede any indemnification obligations between Simplifi and Customer under any separate agreement.

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 until terminated in accordance with Section 16. Simplifi may update these Platform Terms from time to time in accordance with Section 17.6.

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

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 Customer Agreement or any accepted order. Provisions that by their nature should survive will survive, including ownership, prohibited use, warranty disclaimers, liability limits, indemnity, payment obligations and general provisions.

17.1 Governing Law. These Platform Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules.

17.2 Dispute Resolution; Class Action Waiver. Any dispute arising from or related to these Platform Terms shall be resolved exclusively in the state or federal courts located in Tarrant County, Texas, 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.

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 constitute the entire agreement between You and Simplifi with respect to Your access to and use of SimpliHub and supersede all prior or contemporaneous communications regarding such access and use. Nothing in these Platform Terms modifies any separate agreement between Simplifi and Customer, except as expressly stated.