License Agreement

SIMPLIFIED LOADER END USER LICENSE AGREEMENT
(Revision: Jan-2019)

Please carefully review the following End User License Agreement (hereinafter “EULA”) of Simplified Loader Limited (hereinafter “Simplified”) and any and all terms of use (hereinafter “Simplified Terms of Use”) that reference this EULA. This agreement is a legally binding contract between You (as defined below) and Simplified. This EULA governs all use of Simplified’s templates for loading data from Excel to Fusion ERP and any associated documentation, both online and offline.

By clicking “I Agree” or by downloading or otherwise using the Software or Services, You consent to all of the terms and conditions set forth in this EULA. You are also declaring that You have full legal capacity to enter into this binding agreement. If You are entering into this EULA on behalf of another person, company or other legal entity, You represent that You have the authority to bind such person, company or entity and its affiliates to these terms and conditions. If You register for a free trial of the Software, this EULA will also govern that trial.

If You do not have such authority or are not of legal age to form a binding contract with Simplified, or if You do not agree to any of the terms of this EULA, do not download, install, copy, access or use this Service. You must also immediately return the Software to the party from whom You may have acquired it and/or destroy all copies of such Software that You may have made.

Simplified may modify the terms of this EULA from time to time and shall post the most current version at https://www.simplifiedloader.com/. It is Your responsibility to monitor and stay informed of any changes that Your continued use of the Services following modification of this EULA shall constitute and You herewith consent to be bound by the modified EULA.

1. DEFINITIONS:
“Account” means the account corresponding with Fusion ERP user name located upon the Infrastructure, created and maintained by Simplified in order for You to access the Services.
“Device” means Windows® or other computer servers, workstations, desktop computers or any portable computing devices upon which or through which the Services are used and/or installed.
“Infrastructure” means the technical systems, hardware and all connected devices of Simplified or its third-party suppliers.
“Order” means the agreement to subscribe to Services as between You and Simplified including any purchase order.
“Party” means You or Simplified.
“Services” means the Software and the various services and components associated with the Software, any documentation both on- and offline, as well as any modifications, derivatives, updates or upgrades as may be offered by Simplified from time to time, and which are subscribed to by You via a Subscription.
“Software” means any templates for loading data to Fusion ERP downloaded from the website https://www.simplifiedloader.com/, or provided manually or by any other means, and all its pages, which are provided solely for the purpose of accessing the Services. The Software also includes any upgrades, updates and any new features which are downloaded and installed manually or automatically.
“You” means an individual or entity (including, but not limited to, that entity’s firm, company, partners, associates, employees, agents and servants) to whom Services are provided by and as agreed to by Simplified.
“Subscription” means the non-exclusive, non-transferable right to use the Services as ordered by You, subject to the terms of this EULA and following the full and timely payment of the Subscription Fees.
“Subscription Fees” means the fees payable in respect of an Order.
“Subscription Period” means the time duration during which the Subscription is valid.
“Your Content” means data and other information owned, generated, submitted and transmitted by You that is used in connection with the Services, as well as any output generated by You using the Services based on such information.

2. TERMS OF USE: Subject to the terms and conditions of this EULA, You may use the Services only in accordance with any written communication by Simplified to You, including any then-current product documentation as posted on https://www.simplifiedloader.com/ and its pages, from time to time. Simplified shall make commercially reasonable efforts to provide the Services to You. This EULA applies to You who uses the Services or that installs, otherwise uses or permits the installation of the Software on one or more Devices as owned, operated or overseen by You to facilitate the provision of Services as provided to You by Simplified.

Simplified shall provide the best possible availability of Services in accordance with the technical circumstances. This does not include times in which the service cannot be provided as a result of technical difficulties. In addition to other causes, this includes in particular force majeure, culpability on the part of others etc. Simplified may limit access and / or services if the security of its network operations, the maintenance of network integrity, particularly the avoidance of serious network interruptions, data transmission, the software or the saved data should require this. Among other things, Simplified is at all times authorised to appoint third parties to carry out and execute the orders transactions it accepts in this regard without restrictions.

The Software uses Macros, You should have access to Excel with Macros enabled in order for You to use the Services.

3. Acceptance Testing
You are responsible for testing the Software and Services in development or test environment before enabling the Services in live systems or environment (the “Acceptance Testing”). Acceptance Testing would require You to conduct end to end testing in the testing or development scenario using Your systems with necessary software installed before using the Software and Services in live environment.
Upon the delivery of the Software, You shall conduct the Acceptance Testing to determine whether, and the extent to which the Software conforms to the requirements of this Agreement, including the full operability, integration, interoperability and compatibility of the Software with the components and functions of Your systems
You are also responsible to conduct the Acceptance Testing:
– during the Trial Period; and
– On upgrading the Oracle Fusion ERP.

4. SUBSCRIPTION & BILLING: An active subscription is required in order for You to use the Software or to obtain technical support, including, but not limited to, activation, re-activation, registration or re-registration etc., and termination of Your subscription to Services for any reason shall forthwith serve to deny access to the software and these services as aforesaid. You will be provided with pricing and payment details for the subscription after you have informed Simplified of your requirements.

5. GRANT OF RIGHT OF USE: You agree and understand that this is a license agreement and not an agreement for sale, and that the Software is licensed and not sold. During the Subscription Period and subject to the due payment by You and receipt by Simplified of all due and payable Subscription Fees, Simplified grants You a revocable, limited, non-transferable, non-exclusive license to access the Software and use the Services pursuant to the terms of this EULA. Your Subscription gives You the right to access and use the Services in each case solely for Your business and not for resale. This EULA covers any updates, new releases or enhancement(s) of the Services, which Simplified may make available to You from time to time.

6. ACCOUNT; SECURITY: To access and use the Services, You must provide the Fusion ERP user name(s) which will be given access to Services. Such user name(s) will be registered with the Simplified servers. Registered user name(s) will be validated for each instance of access to the Services. You agree to provide Simplified with accurate and complete information when registering for an Account and at all times thereafter. Simplified must be promptly notified if changes to Your information shall occur. You acknowledge and agree that You are responsible for obtaining, providing, paying for, and maintaining the following: (i) all hardware equipment and software components that shall be necessary to run the Software and access the Internet; (ii) Your own access to the Internet; and (iii) payment of all telephone, data or other fees associated with such access. You are solely responsible for access to, content in, or use of Your Account. Simplified shall not be liable in any way for Your Content, nor for any loss or damage arising from the use of Your Content or for any loss or damage arising from any access to, content in, or use of Your Account. In the event that You believe or suspect there has been any unauthorized access to the Account, You must notify Simplified immediately by email to support@simplifiedloader.com.

7. SUPPORT: During a Subscription Period, Simplified will provide You with the support described in this paragraph (hereinafter “Support”) on its office’s business hours basis which shall ordinarily be from 9 AM through 5 PM UK time zone, Monday through Friday. In Simplified‘s sole determination, Support shall consist of: (i) telephone or electronic support to You in order to help You locate and, on Your own, correct problems with the Services and/or (ii) supplying extensions, enhancements and other changes that Simplified may make to the Services from time to time and which are made publicly available, without additional charge, to other Subscribers of the Services that are entitled to Support.

8. DATA PROTECTION: Each Party shall comply with its respective obligations under applicable data protection laws. Neither Party shall do any act that puts the other Party in breach of its obligations as per this Section, nor shall anything in this EULA be deemed to prevent any Party from taking any action it reasonably deems necessary to comply with data protection laws. You agree that during the course of this EULA: (i) with respect to data You collect, access or otherwise use, You alone shall determine the purposes for which and the manner in which such data are, or will be, processed; and (ii) You are the data controller with respect to all such data You may process. Simplified shall at all times be in accordance with the requirements of data protection laws and You shall fully indemnify and hold Simplified harmless as against any loss, damages, liability and costs (including attorney’s fees) incurred by Simplified as a result of any breach of data protection laws by You.

9. YOUR CONTENT: You retain all rights and ownership of Your Content and are responsible for Your Content. Simplified do not claim any ownership rights to Your Content. Simplified requires certain licenses from You to Your content to operate and enable the Services. When You upload Your Content to the Services, You grant Simplified a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, modify, and translate Your Content as needed in response to user driven actions. This license is only for the purpose of operating or improving the Services; Simplified will only access or view Your Content in limited ways. For example, in order to perform the Services, Simplified may need to access or view Your Content to (a) operate, maintain, secure, modify and enable the Services for You and other users, (b) respond to and address support requests or prevent support or technical issues; (c) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (d) enforce these terms. To learn more about our access to Your Content, view our Privacy Policy at https://www.simplifiedloader.com/.

10. CONFIDENTIALITY: You acknowledge that the Services provided to you, as well as the performance of the Services, in all formats existing, are a trade secret of and proprietary to Simplified, its suppliers and/or licensors, including but not limited to, the specific internal code, design and structure of individual templates, programs and software, the display and associated interface information. You also acknowledge that Simplified may provide You information that Simplified has identified as being proprietary or confidential. Such information disclosed by Simplified are collectively referred to as “Confidential Information”. You shall retain in confidence and not disclose the Confidential Information and will make no use of the Confidential Information except as provided hereunder.

11. DISCLOSURE OF CONFIDENTIAL INFORMATION. Simplified shall comply with requests for information from legitimate judicial, legal or regulatory authorities or pursuant to any court order, discovery request or other lawful process that Simplified may receive. Simplified may comply with these court orders with or without notice to You. You agree and acknowledge that Simplified may access and disclose Your Confidential Information and/or Your Content to comply with any legal obligations or governmental or regulatory requests/requirements.

12. RESTRICTIONS: Except as otherwise expressly provided under this EULA, You shall have no right and You shall not permit any third party to: (i) harm, disrupt or otherwise engage in activity that diminishes the Simplified brand, Services, or Infrastructure; (ii) use the Services in a manner that shall result in excessive bandwidth or storage as solely determined by Simplified; (iii) transfer, assign or sublicense the limited rights granted to You in this EULA to any other person or entity, or use the Services other than as authorized, and any such attempted transfer, assignment, sublicense or unauthorized use shall be void; (iv) make error corrections to or otherwise modify or adapt the Services or decompile, decrypt, disassemble, reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Services or of any files contained or generated using the Services by any means whatsoever or otherwise reduce the Services to human-readable form, except to the minimum extent expressly permitted under applicable law notwithstanding this restriction; or (v) attempt to alter, circumvent or provide the method or means to circumvent any disabling mechanism in the Services; or (vi) use the Services in any manner not expressly authorized herein; or (vii) alter, remove or fail to reproduce any proprietary notices from the Services; or (viii) misrepresent any person or entity’s identity, impersonate any person or attempt to gain access to any Account, the Infrastructure or the networks or property of any third person, without authorization.

13. SERVICE UPDATES: Simplified agrees to provide to You from time to time such updated templates or software updates as it deems necessary and appropriate in order to provide the most optimal Services to You. Such updates shall be provided to You as part of Your Subscription Fees at no additional charge.

14. INTELLECTUAL PROPERTY RIGHTS: Simplified (and its licensors) remain the sole owner of all right, title, and interest in the Software and the Services. Simplified reserve all rights not granted under this Agreement. The Services are protected by world-wide copyright, trademark, patent and other intellectual property laws and treaties and belong to Simplified, its licensors and any applicable Simplified agent and third-Party contractor. You acknowledge (i) that rights in the Services are licensed and not sold to You; (ii) that You shall have no rights or title in or to the Services other than the right to use them in accordance with the terms of this EULA; and (iii) that Open Source and/or third-Party software may be incorporated into the Services provided by Simplified. Simplified, its licensors and any applicable third Parties, own all title, copyright and other intellectual property rights in and to the Services. The Services, in all formats existing, are a trade secret of and proprietary to Simplified, its suppliers and/or licensors, including but not limited to, the specific internal code, design and structure of individual programs and software, the display and associated interface information. You shall not disclose the confidential aspects of the Services to unauthorized third Parties.

15. FEEDBACK: You may from time to time provide suggestions, comments or other feedback (“Feedback”) to Simplified regarding the Software or Services. Both Parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by You, shall not, absent a separate written agreement, create any confidentiality obligation for Simplified. Furthermore, except as otherwise provided in a separate subsequent written agreement between the Parties, Simplified shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it, royalty free, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

16. THIRD PARTY SOFTWARE AND COMPONENTS: Certain third party proprietary services and/or software and components including third-party data (“Third Party Software”) may be provided or made available by Simplified or third parties in connection with Your use of the Services. You agree that Simplified will not be responsible or liable for such Third Party Software, the acts or omissions of third parties, or any loss or damage occurring as a result of the use of such Third Party Software. Third Party software shall be exclusively subject to the terms and conditions between the Third-Party software provider and You. Simplified shall have no liability for Third Party Software. Part of the Services may incorporate Third Party Software. If and to the extent such Third-Party Software are an integral part of the Services, such third parties shall be deemed Simplified Agents and the terms of this EULA shall apply to such Simplified Agents. In addition, part of the Services may incorporate third party open source software (hereinafter “Open Source”), which You may use under the terms and conditions of the specific license under which the Open Source is distributed. You agree that You will be bound by any and all such license agreements. Title to software remains with the applicable licensor(s). Any Open Source software provided with or contained in the Services is provided AS IS and without any warranty of any kind.

17. TRIAL PERIOD LICENSE GRANT: By clicking “I Agree” or by downloading or otherwise using the Software and Services, and subject to the terms and conditions of and except as otherwise provided in this EULA, You are eligible for a one-time free trial to evaluate the Services for Your internal evaluation purposes only and for a term of fifteen (15) days from the date You are provided with the the Software (“Trial Period”). You, in case You are an individual accepting these terms on his or her own behalf, such individual, or, in case of You are accepting these terms on behalf of a company or other legal entity, being authorized by such company or other legal entity to use the Services, such company or other legal entity, is entitled to a single Trial Period of the Services, regardless of version or other changed functionality of the Services. Simplified, at its sole discretion, may increase the term of Trial Period on Your request. During the Trial Period the Software can be used for loading data in test or development environment only. You are responsible to maintain testing environment that has the same set up as the live system on which the Software will be used during the Subscription. During the Trial Period, all terms and conditions of this Agreement apply, except for any provisions requiring the payment of Subscription Fees and any provisions related to Support Services. Simplified has no obligation to provide any form of support to You during the Trial Period, but may do so at its sole discretion. At the end of the Trial Period, unless You upgrade to a Subscription, Your rights to use the Services will terminate with immediate effect, and You may lose access to any data You entered into the Software. Simplified may terminate the Trial Period at any time by giving written notice to You. During the Trial Period, Simplified grants to You a one-time, revocable, limited, non-exclusive, non-transferable and non-assignable license to access and use the Services in each case solely to evaluate the capability of the Services for Your internal evaluation purposes only, and specifically excludes any commercial, professional, or for-profit purpose, including without limitation any competitive analysis.

18. DISCLAIMER OF WARRANTIES: THE SERVICES ARE PROVIDED TO YOU ON AN AS IS AND ON AN AS IS AVAILABLE BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WARRANTY AND THE REMEDIES HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMIEDIES, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WARRANTIES FOR LATENT OR HIDDEN DEFECTS. SIMPLIFIED DOES NOT WARRANT THAT THE SPECIFICATIONS OR FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. FURTHERMORE, SIMPLIFIED DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES PROVIDED WITH RESPECT TO CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IF THIS EXCLUSION IS NOT PERMITTED BY LAW, SIMPLIFIED LIMITS ANY EXPRESS, STATUTORY OR IMPLIED WARRANTIES AS TO DURATION TO THE EXTENT OF THIS LIMITED WARRANTY AND THE REPAIR OR REPLACEMENT REMEDY AS DETERMINED BY SIMPLIFIED IN ITS SOLE DISCRETION.

19. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIMPLIFIED OR SIMPLIFIED’S AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, UNDER ANY THEORY OF LAW OR FAULT OF SIMPLIFIED OR ANY OF SIMPLIFIED’S AGENTS, AND EVEN IF SIMPLIFIED OR ANY OF SIMPLIFIED’s AGENTS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SIMPLIFIED EXCLUDES ANY LIABILITY FOR FAILURE TO REPAIR ANY SERVICES. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM LIABILITY THAT SIMPLIFIED SHALL INCUR HEREUNDER SHALL BE LIMITED TO THE ACTUAL PRICE PAID BY YOU FOR THE RESPECTIVE SERVICE FOR THE ONE MONTH PERIOD EMBRACING THE DATE WHEN THE APPLICABLE CLAIM AROSE.

20. INDEMNIFICATION: You acknowledge that by providing You the Services, Simplified does not assume any responsibility or liability for any risks associated with personal injury or injury to Your business. You agree to indemnify, defend and hold Simplified’s officers, directors, employees, agents, contractors, affiliates and representatives harmless from and against any and all damages, fines, penalties, assessments, liabilities, losses, costs and expenses (including attorney’s fees, expert fees and out-of-pocket expenses) in connection with (i) Your use of the Services; (ii) Your violation of the terms of this EULA; (iii) Your violation of any third party rights, including any intellectual property rights; (iv) Your misuse or fraudulent use of credit and debit cards or any other payment mechanisms; (v) any claims that the Services or any part thereof were exported or otherwise shipped or transported by You in violation of applicable laws, rules and regulations; or (vi) any local, state, federal or international civil or criminal action(s) or claim(s) of misuse of the Services.

21. EFFECT OF TERMINATION: Without prejudice to any other rights, Simplified may suspend, terminate or limit access, in part or in whole, without notice, Your use of the Services and this EULA if You breach any term of this EULA, or if You facilitate or encourage any violation of this EULA, in Simplified’s sole discretion; in which case You must cease all use of the Services. You understand that any termination of the Services by Simplified may involve deletion of Your Content. Simplified will have no liability whatsoever to You for any suspension or termination, including deletion of Your Content.

22. SURVIVAL: Sections 8, 9, 10, 11, 12, 14, 15, 16, 18, 19 and 20 shall survive any termination of this EULA.

23. ENTIRE AGREEMENT: This EULA (as may be amended from time to time) is the entire agreement between You and Simplified relating to the Services and the Support Services and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or Support services. To the extent the terms of any policies or programs conflict with the terms of this EULA, the terms of this EULA shall prevail and control. In addition, the terms set out in this EULA shall prevail and control over any and all additional or conflicting terms or provisions contained in any document of Yours, whether set out in a purchase order or alternative license, and any and all such additional or conflicting terms shall be void ab initio and shall have no effect. If this License is translated into a language other than English and there are conflicts between the translations, the English version shall prevail and control.

24. GOVERNING LAW: This EULA shall be governed by and construed in accordance with the laws of England and Wales.

25. TAXES: Any sales, use, value added or other taxes (including applicable withholding taxes), shall be borne by You. Accordingly, You shall pay or, if paid by Simplified, shall reimburse Simplified for all such taxes based on this License or any fees payable hereunder (but not any taxes based upon Simplified’s revenues or income), together with any interest and penalties on such taxes if not due to Simplified’s delay.

26. EQUITABLE RELIEF: The Parties agree that irreparable damage would occur if any provision of this EULA were not performed in accordance with the terms hereof and that the Parties shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof (without any requirement to post bond or guarantee), in addition to any other remedy to which they are entitled at law or in equity.

27. WAIVER: The delay or failure of Simplified to exercise any right provided in this EULA shall not be deemed a waiver of that right. No waiver of any provision of this EULA shall be effective unless provided in writing and signed by the party against whom such waiver is sought to be enforced. Any waiver by Simplified of any provision of this EULA shall not be construed as a waiver of any other provision of this EULA. A waiver of any provision or default is not a waiver of any such provision in any future event nor of subsequent default.

28. AMENDMENTS. This EULA may not be amended by You, but Simplified may amend this EULA from time to time and shall post any amended EULA on its website at https://www.simplifiedloader.com/.

29. RELATIONSHIP OF PARTIES: The relationship between You and Simplified is that of licensee and licensor. Both Parties are independent contractors and are not the legal representative, agent, joint venture partner, or employee of the other party for any purpose. Neither party has any right or authority to assume or create any obligations of any kind or to make any representations or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever

30. SEVERABILITY: In the event that any provision of this EULA shall be held to be illegal, void or unenforceable by any court of competent jurisdiction, such provision shall be of no force and effect and shall not impair the enforceability of any other provision of this EULA and the Parties agree that the relevant provision shall be deemed replaced by such provision which is binding and enforceable and which differs as little as possible from the non-binding and/or non-enforceable provision, taking into effect the object and purpose of this EULA.

31. NOTICES: All notices must be in writing and shall be mailed by registered or certified mail (effective on the third day following the date of mailing), or sent via email to legal@simplifiedloader.com (with evidence of effective transmission). All notices must be addressed to legal@simplifiedloader.com.

32. ASSIGNMENT: You may not assign, pledge or otherwise transfer this EULA, or any rights or obligations hereunder in whole or in part to any other entity without Simplified’s prior written consent. Simplified may freely assign this Agreement without Your consent in connection with the sale, assignment or other transfer of the Software, Services or its business to which this EULA relates. This EULA is binding upon and is for the benefit of the respective successors, heirs, and assigns of the Parties.

33. HEADINGS: Paragraph headings are for convenience and shall have no effect on interpretation.