Terms of Service
By downloading or using any of the following mobile applications: Simpley Customer Mobile Application, Simpley Courier Mobile Application, and Simpley Partner Mobile Application (all collectively shall be termed the “App”) and accessing the website www.simpleyapp.com (“Website”) you (“you,” “your,” or “User”) agree to be bound by the following Terms of Service (“Terms”).
WE GRANT YOU PERMISSION TO USE THE SERVICES IN EXCHANGE FOR ACTING IN ACCORDANCE WITH THE FOLLOWING GUIDELINES. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE THE SERVICES. BY DOWNLOADING OR USING THE SERVICES YOU ARE ACCEPTING AND CONSENTING TO THE PRACTICES DESCRIBED IN THESE TERMS.
1. MODIFICATIONS TO TERMS
We may modify the Terms from time to time. In the event of such change, you will be notified by us either through email or on the homepage of the User’s respective App and the Website. You are solely responsible for familiarizing yourself with these Terms, and your continued use of the Services following such notification will signify your agreement to be bound by the modifications. If you do not agree with the changes, please do not use the Services.
A Customer (“Customer”) is a User who places an order through the App. The Customer pays a flat fee per order and accesses the Services through the Simpley Customer Mobile Application.
A Courier (“Courier”) is a User who delivers goods and/or services from the Partner to the Customer. The Courier uses the Simpley Courier Mobile Application to manage and deliver orders. The Courier picks up the order from the applicable Partner and delivers it to the Customer within the period of time dictated by the App. Each Courier is paid a flat rate for each Order they successfully deliver to the Customer. Courier will receive payment within four (4) calendar days of a successful delivery (by way of example, if Courier successfully delivers an order on the 5th day of the month, he/she will receive payment on the 9th day of the month).
A Partner (“Partner”) is a User who offers for sale products and/or services through the App to the Customer. The Partner uses the Simpley Partner Mobile Application to access the Services. Through the App, the Partner can input and manage inventory, add item images, specify pricing, create item descriptions, and track orders. The Partner will be paid within five (5) days after Customer purchases each item.
3. USE OF THE SERVICES
All Users are responsible for ensuring their registration information is updated with Simpley.
Each Customer must provide certain information to access the Services, including but not limited to his/her first name, last name, phone number, physical address, and email address. If desired, the Customer may also sync his/her Simpley account with Facebook. If Customer allows synching, Customer hereby agrees to allow Simpley to share Customer’s information with Facebook in order to provide the Services with Facebook.
In order to download the App, each Courier must provide certain information, including but not limited to first name, last name, phone number, and email address to Simpley. Upon the Courier providing this information, Simpley will create an account on the Simpley Courier Mobile Application for him/her. Courier must deliver all orders by biking or walking. When picking up an order or delivering an order, Courier shall not wear any attire that is obscene, profane, or that would put Simpley in a negative light. We reserve the right to suspend or terminate a Courier’s use of the Services for violation of the foregoing provision.
In order to access the Services, each Partner must provide must provide certain information, including but not limited to its official business name, store name (if different from the business name), Employer Identification Number (EIN), and email address for the Partner’s representative. The Partner must have a physical storefront located in New York state, and must be duly authorized to operate a business of its type in the state. We reserve the right to request documentation from a Partner to show proof of authorization to operate in New York.
3.2 Availability of the Services
We reserve the right to makes changes to the offerings and functionality of the Services without prior notice to you. We may also limit or restrict the features offered on the Services. In our sole discretion, we may limit, suspend, or terminate User accounts if they violate these Terms. We also reserve the right to deny access to the Services to anyone for any reason.
3.3 Restricted Uses
As a User, you agree to refrain from engaging in the following types of behavior:
● Defamatory or hateful speech
● Copyright or trademark infringement
● Bullying, threats, stalking, name-calling, or harassment
● Privacy or confidentiality violations
● Hacking, fraud, or phishing
● Posting of obscene or sexually vulgar or offensive material
● Attempts to interfere with, interrupt, destroy, or limit the functionality of the Website or App
● Violating any applicable law
● Encouraging anyone to engage in the above behaviors
● Any other type of behavior not listed here, we reserve the right to take action against
This list is not meant to be exhaustive of the types of conduct that will not be tolerated on the Services. We will take action as we see fit against any behavior that we deem to go against the spirit of the Services or violates these Terms. We reserve the right to enforce these rules, including but not limited to suspending or terminating accounts or removing content. Simpley does not have a duty or contractual obligation, however, to act against these types of behavior. Your use of the Services is at your own risk, and you agree not to hold us liable for any content or behavior that you may find offensive, objectionable, or otherwise inappropriate.
Please promptly inform Simpley at if you witness this type of behavior taking place.
Simpley will not process any refunds or exchanges for the Order Amount of orders placed through the Services. All refunds and exchanges must be handled at the Partner’s retail store. If Customer places an order and later decides to cancel and the Courier has not yet picked up the order, Simpley will refund the Simpley Fee (defined below). If the Courier has already picked up the order, the Simpley Fee will not be refunded. Simpley reserves the right to refuse to refund the Simpley Fee for excessive cancellations by a Customer.
When Customer makes a request for an order, Partner must fulfill the order immediately, but in no event, shall a Partner take more than thirty (30) minutes to fulfill an order. Courier must deliver the goods to the Customer within the time period specified in the applicable request. Failure of Courier to deliver the item on time will result in penalty fees to Courier, and failure of Courier to deliver the item will result in Courier being liable for the entire Order Total (defined below), and termination of access to the Services. Continuous failure of Partner to fulfill the order in the time required may result in Partner losing access to the Services.
User may terminate these Terms by closing their account. Simpley may terminate these Terms, effective immediately, by providing written notice to a User. In addition, we have the right to terminate the Services at any time, with or without cause, without prior notification to you.
Upon termination, your access to the Services will immediately cease. However, such termination does not relieve you of any obligations or promises made by you while using the Services, whether made to us or other Users. Customers will remain responsible for paying for any orders placed prior to termination; Couriers will be responsible for delivering any orders that were sent to Courier before termination; and Partners are responsible for fulfilling any orders accepted prior to termination.
We will not be held liable for any inconvenience or damage you may incur as a result of such termination, and we reserve the right to take action (including legal) against you for any failure to fulfill an obligation upon termination. In the event that Simpley must engage the services of a collection agency to obtain funds owed by you, you agree to reimburse Simpley the costs of such collection, including reasonable attorney’s fees.
If Courier has not been made a delivery on the App for thirty (30) days, Simpley will mark his/her account as inactive, send written notice of such action, and suspend the account. While the account is suspended, Courier cannot make any deliveries.
After termination, those provisions of these Terms that should survive by their nature should survive termination, will survive, including but not limited to disclaimers of warranty, limited liability, indemnification, and intellectual property protection.
4. FEATURES OF THE SERVICES
4.1 User Profile
You agree to ensure that the information contained on your profile is accurate and up to date. You will not engage in any fraudulent activity with respect to your identity. You are responsible for safeguarding the confidentiality of your profile and its log in information. Please notify us immediately at Notify@simpleyapp.com if you witness this type of behavior taking place.
if you believe or suspect unauthorized use of your account. We are not responsible for any issues that may arise if the third party account you use to access the Services is accessed without your permission.
4.2 Partner Information
The App has information about various Partners, including name, location, and items available for sale. This information has been supplied by Partners, and Simpley will use best efforts to ensure that the information is accurate and up to date. We are not, however, under any obligation to do so.
4.3 Courier Information
When a Customer places an order, the respective Partner will receive certain information about the Courier responsible for delivering the applicable order. This information will include the Courier’s first name, last name, and a photograph(“Courier Information”). Courier hereby grants Simpley the right to make available Courier Information to respective Partners.
When delivering an order, the Courier’s location will be tracked, and such location will be displayed for Customers and Partners to see. Courier hereby grants Simpley the right to track Courier, and to share this information with other Users. Courier hereby releases Simpley from any and all liability and damages that may arise as a result of sharing Courier’s location on the Services.
4.5 Fees and Payment
When a Customer places an order, his/her payment method is charged for the amount of the items ordered, including sales tax (“Order Amount”), as well as a flat fee of $10.00 for delivery and processing (“Simpley Fee”) (Order Amount and Simpley Fee collectively termed “Order Total”). The funds for the Order Amount will not be released to the Partner until five (5) days after Customer’s order has been picked up by the Courier.
Charges and payments will be made to the payment method that User specifies at the time that User registers for the Services. In addition to the Order Total, Simpley reserves the right to charge penalty fees for fraud and other violations of these Terms. Customer agrees to pay these fees, as well as the Order Total. Simpley reserves the right to take legal action against Customer for failure to make a payment due, or Simpley’s inability to charge a payment method for any reason.
Payment made through the Services are provided by Stripe. By using the Services, you agree to be bound by Stripe’s Connected Account Agreement, found here. In addition, you agree to allow Simpley to share information about you to Stripe in order to carry out payment processing.
When you sign up for the Services, you give consent to Simpley and those acting on Simpley’s behalf to send messages to you either via the App or by email. Simpley will use these messages to (1) message you about an order; (2) provide you with information you request from Simpley; (3) communicate with you regarding your account; and (4) for marketing and promotions. At any time, you may opt-out of receiving marketing messages by sending an email to Notify@simpleyapp.com. You acknowledge that receiving marketing texts are not a pre-condition to you purchasing goods or services offered by Simpley. You may choose to opt out of non-marketing texts, but doing so will remove your ability to use the Services. If you do wish to opt-out of such messages, please send an email to [Notify@simpleyapp.com]. You may receive one additional message after opting out to confirm your request.
In addition, Couriers will receive short message service (“SMS messages or “texts”) messages from Simpley with respect to each order. You hereby agree to permit Simpley to send you SMS messages.If you change your number, you must inform Simpley of such change. Your mobile carrier’s standard data and messages rates may apply for SMS messages.
By agreeing to receive text messages, you also consent to the use of an electronic record to document your agreement.
7. INTELLECTUAL PROPERTY
7.1 Simpley Content
All of Simpley’s content on the Services is the sole property of Simpley. This includes, but is not limited to, copyrights, trademarks, service marks, trade names, patents, advertising copy, interactive features, graphics, pictures, website layout, and computer code (“Simpley Content”). Through your use of the Services, we grant you a revocable, nonexclusive, non-transferable, non-sublicensable worldwide license to use Simpley Content solely for purposes of you using the Services. You may not use, sell, reproduce, distribute, modify, display, publicly perform, or prepare derivative works of Simpley Content for any other purpose without our written consent.
7.2 User-Generated Content
You represent and warrant that all content posted by you on the Services is your property, and you have the right to post such content (“User Content”). You also represent and warrant that your User Content does not violate third party rights, including, but not limited to, intellectual property, publicity, or privacy rights.
You will keep all rights in all User Content. You hereby grant Simpley, its successors, affiliates, assigns, and legal representatives a nonexclusive, worldwide, royalty-free, sub-licensable, assignable, transferable license to use, reproduce, modify, publish, translate, distribute, publicly perform or display, and make derivative works of your User Content, in any form, media, or technology, whether now known or hereafter created, for any purpose.
7.3 Copyright Policy
In the event you see content on the Services that you believe violates your copyright, please send a DMCA Notification to us containing the following information:
1. Signature of the copyright holder or person authorized to act on the copyright holder’s behalf;
2. Identification of the copyrighted work (e.g. title, URL);
3. Identification and location of the work that is claimed to be infringing (e.g. URL);
4. Your contact information (address, phone number, and email);
5. A statement that you believe, in good faith, that the use of the work is in violation of your rights as a copyright holder; and
6. A statement under penalty of perjury that the information in the notice is accurate and that you have permission to act on the copyright holder’s behalf
If you believe that you have received a DMCA notification in error, you may file a DMCA Counter-Notification containing the below:
1. Your signature;
2. Your contact information;
3. Identification and location of the work before it was removed;
4. A statement saying “I declare, under penalty of perjury, that I have a good faith belief that the complaint of copyright violation is based on mistaken information, misidentification of the material in question, or deliberate misreading of the law”;
5. A statement that you consent to federal court jurisdiction in the district of your residence (if you live in the U.S.) or County (if not in the U.S.); and
6. A statement saying that you will accept service of process from the party who submitted the takedown notice
In all matters of alleged infringement, we will take all measures to act expeditiously to remove and disable access to the infringing material. Simpley may share the information provided in a DMCA Notice to the alleged infringing party. The details of the Counter-Notice will be shared with the party who originally posted the notification. If, after 10 (ten) calendar days of receiving the Counter-Notification, the person who posted the original notice does not notify Simpley of any legal action it has taken, we may put the work back on the site.
We reserve the right to terminate or suspend the service of any user that is a repeat offender of copyright infringement.
Please send all correspondences regarding these matters to our designated agent at Notify@simpleyapp.com].
8. PARTNER AND COURIER DISCLAIMERS
While Simpley will make reasonable efforts to ensure the Partners APPEARING ON the Services are reputable, reliable, and trustworthy, you purchase products and services from Partners at your own risk. We expressly disclaim any and all liability for damages, claims, or expenses you may incur due to a product or service provided by a Partner, or reliance information given by a Partner. Simpley does not represent or endorse any particular Partner guarantee or warrant the quality, safety, value, accuracy, or truth of any good or service provided by a Partner, or guarantee or warrant the quality of a Partner. A Partner’s listing on the App shall not be seen as a representation or endorsement of any kind. All Users hereby release Simpley from any liability arising from an act or omission of a Partner and any damages, claims, and liabilities arising from an item sold by Partner.
In addition, simpley provides a method through which a customer may receive goods and/or services from a partner via delivery by a courier. While simpley will make commercially reasonable attempts to ensure that the couriers on the services are qualified to perform the tasks, simpley does not guarantee the quality, ability, or background of any courier. User hereby releases simpley from any and all damages, claims, and liabilities due to an act or omission by courier arising under these terms.
All users hereby expressly agree that simpley will not be a party to any dispute between, among, or involving a customer, partner, or courier, and all users expressly and irrevocably hereby release simpley from any and all claims arising out of a customer’s partners, or courier’s use of the services.
9. THIRD PARTY SERVICES
Several features of the App and Website may include the use of or links to third party websites, products, or services (“Third Party Websites”). Simpley does not own, control, or endorse any Third Party Websites, and you access them at your own risk. When using such services, you are bound by the terms of service and privacy policies of those third parties, and we encourage you to read such agreements on the sites. You hereby agree not to hold Simpley liable for any damage incurred as a result of your use of such Third Party Websites.
You agree to indemnify, defend, and hold harmless Simpley, our owners, employees, independent contractors, interns, agents, licensors, suppliers, and affiliates, from any claim or demand, including reasonable attorneys’ fees and costs, brought by any third party due to or arising out of or relating to your use of the Services; your violation of any law or the rights of a third party (including but not limited to rights of privacy, publicity, intellectual property, and data privacy); any breach by you of these Terms; and your acts, errors, or omissions, whether negligent, fraudulent, or intentional, with respect to the subject matter of these Terms.
11. INDEPENDENT CONTRACTOR
Partners and Couriers are independent contractors of Simpley, and nothing in these Terms shall be seen as establishing an agency, employment, partnership, or joint venture between Simpley and any Partner or Simpley and any Courier.
12. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CASE SHALL SIMPLEY, OUR OWNERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICES OR ANY PRODUCTS OR GOODS PROCURED USING THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY PRODUCT OR SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT (OR PRODUCT OR SERVICES) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY BEFOREHAND.
IN CALCULATING THE MAXIMUM AGGREGATE LIABILITY FOR YOUR LOSSES OR DAMAGES THAT YOU MIGHT SUFFER AS RESULT OF YOUR USE OF THE SERVICES, YOUR RECOVERY IS LIMITED TO $50.00.
13. DISCLAIMER OF WARRANTIES
WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, CONTAIN NO VIRUSES, OR BE ERROR-FREE. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU ACKNOWLEDGE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.
SIMPLEY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED VIA THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE THE SERVICE IS AT YOUR SOLE RISK. THE SERVICES AND ALL PRODUCTS DELIVERED TO YOU THROUGH THE SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED “AS IS” AND “AS AVAILABLE” FOR USE, WITHOUT ANY REPRESENTATION, OR CONDITIONS OF MERCHANTABILITY, MERCHANDISE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.
IN THE EVENT THAT YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IS THE TERMINATION AND DISCONTINUATION OF ACCESS TO THE SERVICES.
14. EXCLUSIONS TO LIMITATION OF LIABILITY AND WAIVERS
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
15. TIME BAR ON CLAIMS
YOU AGREE THAT ALL CLAIMS AGAINST OR RELATING TO SIMPLEY THAT ARISE OUT OF THESE TERMS OR IN RELATION TO THE SERVICES MUST BE BROUGHT WITHIN TWELVE (12) MONTHS OF THE OCCURRENCE OF THE INCIDENT GIVING CAUSE TO SUCH CLAIM, OR ELSE SUCH CLAIM WILL BE PERMANENTLY BARRED.
16. TERMINATION OF SERVICE
These Terms are effective until terminated by you or Simpley. Either party may end these Terms at any time by notifying the other party. Simpley may terminate or suspend your access to the Services with or without notice or reason. After termination, those provisions that should survive termination will, including but not limited to disclaimers of warranty, limited liability, indemnification, and intellectual property protection.
17. GOVERNING LAW
These Terms shall be construed and interpreted according to the laws of the State of New York, USA, and shall be binding upon the parties hereto. Any claim or dispute against Simpley must be heard in a state or federal court in New York County, and you agree to submit to the personal jurisdiction of the courts in New York County with regards to any litigation against Simpley.
If any provision of these Terms is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of these Terms shall remain operative and binding.
The failure of either party to enforce its contractual rights or any clause under this agreement, whether or not intentionally does not constitute a waiver of those rights. Any waiver must be in writing and signed by the party who is waiving the right.
This agreement is not assignable, transferable, or sublicensable by you without prior written consent, signed by both parties.
21. WAIVER OF CLASS ACTION CLAIMS
BY ACCEPTING THESE TERMS AND USING THE SERVICES, YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT FOR ANY CLAIMS ARISING OUT OF THESE TERMS OR THE SERVICES.
22. MANDATORY ARBITRATION
Any claims, demands, and causes of action arising out of these Terms or the Services will be heard exclusively through binding neutral arbitration in accordance with the JAMS Arbitration Procedure Rules. Each party will bear their own costs of arbitration, including attorney’s fees.
During the course of User’s use of Services, User may receive Simpley’s confidential information. Such information includes, but is not limited to: (i) business strategies, marketing plans, data, user information, Customer’s personally identifiable information, Courier’s personally identifiable information, and plans and pricing; (ii) information that is labeled as “Confidential” or “Proprietary”; or (iii) information that under the circumstances would appear to a reasonable receiving party to be confidential or proprietary ((i), (ii), and (iii) referred to collectively as “Confidential Information”).
User shall hold Confidential Information in strict confidence, and handle Confidential Information with the same degree of care with which it handles its own confidential information, but in no event, less than a reasonable degree of care. User shall not disclose the Confidential Information to any third party, or use the Confidential Information for any other reason except for which it was disclosed. User shall only disclose Confidential Information to those of its employees and representatives with a need to know such information, and who are bound by confidentiality restrictions that are no less strict than this Section 23. User shall be responsible for any breach of this section by its employees and representatives. User shall not modify, make derivatives of, or disassemble Confidential Information.
User shall promptly notify Simpley of any misuse or misappropriation of its Confidential Information. User acknowledges that in the event of a breach of this Section 23, monetary damages may not be a sufficient remedy, and, in addition to other remedies at law or in equity that may exist under these Terms, Simpley shall be entitled to seek specific performance and/or injunctive relief.
24. ENTIRE AGREEMENT
These Terms constitute a single integrated contract expressing the entire agreement between the User and Simpley with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof, and, except as specifically set forth herein, there are no other agreements, representations, promises or inducements, written or oral, express or implied, between the parties hereto with respect to the subject matter hereof. All modifications to this agreement must be in writing and signed by both parties.
If you have additional questions or require assistance with the Services, please contact Support@simpleyapp.com.
Last updated July 30th, 2018.