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AGREEMENTS

Terms and Conditions

v1.0

 

These Terms and Conditions (the “Terms”) govern the use of the Services and are effective as of the date specified in the applicable Order Form, or if no date is specified, the date Customer first accesses the Services (as defined below) (the “Effective Date”). These Terms are incorporated into and form part of the Master Services Agreement (collectively, the “Agreement”) when referenced by or attached to a mutually executed order form or online registration page (each, an “Order Form”), between Nammu Technologies, Inc., a Delaware corporation (“SimplyAgree”) and the customer entering the applicable Order Form (“Customer”).

By agreeing to these Terms, you represent and warrant that you are at least 18 years of age and have not previously been suspended or removed from the Services. If Customer is an entity, organization, or company, the individual accepting these Terms represents and warrants that they have full corporate power and authority to bind Customer to this Agreement.

  1. Services and Support

    1. Access. Subject to Customer’s compliance with this Agreement, SimplyAgree grants Customer a limited, nonexclusive, nontransferable, and non-sublicensable right to access and use the products and services specified in an applicable Order Form (collectively, “Services”). The Services may only be used for Customer’s internal business purposes during the Term and in accordance with any restrictions set forth in the applicable Order Form.

    2. Support. SimplyAgree will provide Customer with commercially reasonable technical support, responding to inquiries within a reasonable timeframe consistent with SimplyAgree’s standard support practices and procedures, or as further specified in the applicable Order Form. Customer may contact SimplyAgree for support through the channels provided by SimplyAgree. SimplyAgree may temporarily suspend or limit Customer’s access to the Services for scheduled maintenance, emergency maintenance, or to address security, performance, or compliance issues.

    3. Third-Party Services. The Services integrate with third-party platforms, including document management systems, signature services, APIs, and other services (collectively, “Third-Party Services”), whose availability and performance are beyond SimplyAgree’s control. Changes to third-party APIs, authentication requirements, or service terms may cause integration failures without advance notice. Where Customer integrates the Services with Third-Party Services, Customer: (i) represents that it has and will maintain all necessary rights and consents for such Third-Party Services; (ii) shall grant only minimum required permissions and promptly revoke unnecessary access; (iii) is solely responsible for credentials, security configurations, and ensuring no unlawful or unauthorized data exists; (iv) acknowledges SimplyAgree may process data from such Third-Party Services to provide the Services; (v) agrees SimplyAgree may suspend Third-Party Services that pose security, performance, or compliance risks; and (vi) is responsible for maintaining independent backups of all documents and verifying successful synchronization with integrated systems. Customer acknowledges SimplyAgree is not responsible for Third-Party Services’ operation or availability, makes no representations regarding such services, and shall have no liability for delays, data loss, service disruptions, or other issues arising from third-party platform failures, Customer’s configuration, credential management, or Third-Party Service dependencies.

    4. Signatory Authority. The Services authenticate user access but do not verify that any signatory has legal authority to bind any entity or execute any document. Customer is solely responsible for confirming signatory authority through appropriate due diligence, including verification of corporate resolutions, powers of attorney, or other evidence of authority required by applicable law or transaction requirements. SimplyAgree makes no representation regarding the enforceability of any document based on signatory authority.

    5. Electronic Signatures. The Services are designed to facilitate electronic signatures in compliance with the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted in applicable jurisdictions. Customer is responsible for obtaining required consents from signatories and ensuring that electronic signature is appropriate for each transaction under applicable law.

    6. Documentation. SimplyAgree makes user guides, manuals, instructions, and other technical materials for certain Services available via published documentation (collectively, the “Documentation”). Customer must use the Services in accordance with the Documentation, as it may be updated from time to time.

    7. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying models, structure, ideas, or algorithms of the software underlying the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any SimplyAgree product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures SimplyAgree may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); or (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services, whether manual or automated means.

    8. Beta and AI-Enabled Features. Optional features designated as “Beta,” “Preview,” “Early Access,” or similar (“Beta Features”) are provided “AS-IS” and “AS-AVAILABLE” without warranties, representations, or service level commitments. Beta Features may be modified or discontinued without notice. Customer uses Beta Features at its sole risk. SimplyAgree may make available features that incorporate artificial intelligence, machine learning, or automated analysis (“AI Features”). If AI Features are offered, Customer acknowledges that (i) AI Features are provided as tools to assist Customer and do not replace professional judgment or legal review; (ii) by their nature, outputs from AI Features may contain errors or omissions and Customer is responsible for verifying accuracy. AI Features may be designated as Beta Features subject to additional terms.

  2. Customer Responsibilities

    1. Cooperation. Customer agrees to reasonably cooperate with SimplyAgree by providing timely access to necessary resources, information, and personnel required for the successful implementation, integration, and ongoing use of the Services. SimplyAgree shall not be responsible for any delay caused by Customer’s failure to perform the foregoing.

    2. Data Security and Access. Customer is solely responsible for its organization maintaining secure credentials and proper access permissions for the Services. SimplyAgree disclaims liability for any data loss, corruption, or unauthorized access resulting from Customer’s configuration or credential management. When Customer uploads or synchronizes documents through the Services, the Services create independent copies for processing. Documents processed through the Services exist independently of their source systems; deletion, modification, or synchronization issues in source systems do not automatically propagate to copies stored within the Services.

    3. Access Controls. Customer is solely responsible for provisioning, managing, and deprovisioning user accounts in accordance with Customer’s internal policies and confidentiality obligations. Customer is responsible for controlling user access within its organization. SimplyAgree shall not be liable for unauthorized access resulting from Customer’s failure to manage user accounts or promptly remove departed personnel.

    4. External Users. Customer may invite external parties (“External Users”), including opposing counsel, counterparties, and transaction participants, to access designated workspaces or sign documents through the Services. External users are prohibited from creating transactions and are only permitted to participate in transactions initiated by Customer. Customer is solely responsible for determining which External Users may access the Services, limiting External User access to appropriate matters and documents, and managing and revoking External User access. SimplyAgree is not responsible for any External User’s actions or any unauthorized disclosure arising from Customer’s External User permissions.

    5. Compliance with Laws. Customer shall comply with all applicable laws and regulations in connection with its use of the Services, including, without limitation, obtaining all necessary consents from any individual whose personal information or data is collected, processed, or otherwise used by Customer through the Services.

    6. Professional Responsibility. Use of the Services does not diminish Customer’s professional responsibility obligations, including duties of competence, supervision, communication, and confidentiality applicable to Customer’s legal practice. Automation of document assembly, signature collection, and closing binder preparation does not substitute for appropriate attorney review and supervision. SimplyAgree shall not be liable for any professional responsibility violations, malpractice claims, or disciplinary proceedings arising from Customer’s use of the Services.

  3. Fees and Payment Terms

    1. Fees; Payment. Customer shall pay SimplyAgree the applicable fees as set forth in each Order Form (the “Fees”). Unless otherwise specified in the applicable Order Form, payments will be due within thirty (30) days of invoice. Except as otherwise provided in this Agreement, all Fees paid are non-refundable and are not subject to set-off.

    2. Past Due Invoices. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month per month or the maximum amount permitted by law. Customer shall also reimburse SimplyAgree for all reasonable costs incurred by SimplyAgree in the collection of past due amounts, including attorneys’ fees and collection agency fees.

    3. Taxes. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on SimplyAgree’s net income). Should SimplyAgree pay any such taxes on behalf of Customer, Customer agrees to reimburse SimplyAgree for such payments, unless Customer provides SimplyAgree with a valid tax exemption certificate authorized by the appropriate taxing authority.

  4. Customer Materials

    1. Customer Inputs. To the extent permitted by applicable law, Customer retains all ownership rights, title, and interest in the inputs that Customer submits to or processes via the Services (“Inputs”), which include any documents, content, data, or other information Customer provides to the Services. Customer represents and warrants that it has all necessary rights, licenses, and permissions to provide Inputs to the Services.

    2. Customer Outputs. Subject to Customer’s compliance with this Agreement, SimplyAgree assigns to Customer all right, title, and interest (if any) in outputs generated specifically for Customer through the Services (“Outputs”), which may include any documents, closing binders, reports, or other materials generated by the Services based on Inputs.

    3. Materials. SimplyAgree will use Customer’s Inputs and Outputs (“Materials”) solely to provide the Services, comply with applicable law, enforce the terms of this Agreement, and prevent abuse. For clarity, SimplyAgree will not use Customer Materials to train or fine-tune machine learning models.

  5. SimplyAgree Intellectual Property

    1. SimplyAgree Platform. As between the parties, SimplyAgree retains all rights, title, and interest (including all intellectual property rights) in and to the Services, the underlying software, and all upgrades and modifications thereto. Customer may (but is not obligated to) provide feedback regarding the Services, and SimplyAgree may freely use such feedback. No rights or licenses are granted by implication or otherwise, except those explicitly provided in this Agreement.

    2. SimplyAgree Templates. Customer acknowledges that, in generating Outputs, SimplyAgree may utilize standard document templates, formatting structures, signature blocks, closing checklists, or other standardized components (collectively, “SimplyAgree Templates”). SimplyAgree retains all right, title, and interest in and to the SimplyAgree Templates, and nothing in this Agreement limits SimplyAgree’s right to use SimplyAgree Templates with other customers. Subject to Customer’s compliance with this Agreement, SimplyAgree grants Customer a perpetual, royalty-free license to use any SimplyAgree Templates as incorporated in Customer Outputs.

    3. Deal Data and Analytics. SimplyAgree may use Customer’s transactional metadata, including deal types, sizes, structures, and closing timelines (“Deal Data”), to: (i) provide Customer with firm-specific analytics and reporting; and (ii) create aggregated, de-identified market trend reports and benchmarking analyses (“Market Data”). SimplyAgree may also use Customer Materials solely for evaluating and testing the accuracy of AI-enabled features within the Services (“Model Evaluation”), provided that such use does not include training or fine-tuning of machine learning models, and no third-party model provider shall retain Customer Materials. Market Data will not identify Customer, its clients, or any individual transaction.

  6. Confidentiality

    1. Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (“Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information; (ii) to give access to such Proprietary Information solely to those employees with a need to have access for purposes of this Agreement; and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.

    2. Exclusions. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document: (i) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (ii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it without restriction by a third party; or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.

    3. Deletion. Promptly after the expiration or termination of this Agreement, the Receiving Party shall delete all Proprietary Information of the Disclosing Party, subject to all applicable laws, regulations, and governmental or legally mandated record-keeping requirements.

    4. Usage Data. SimplyAgree may collect and use technical and operational data regarding Customer’s use of the Services, including, without limitation, login activity, time spent in features, feature utilization, workflow patterns, deal type categorization, and performance metrics (“Usage Data”). Usage Data does not include the content of Customer Materials. SimplyAgree may use Usage Data to operate, maintain, improve, and develop the Services, and may use and share Usage Data in aggregated and de-identified form for benchmarking and analytics purposes.

    5. Personal Data. To the extent Customer provides personal data (as defined by applicable privacy law) through the Services, SimplyAgree will process such Personal Data in accordance with its then-current Data Processing Agreement, which is available upon request and incorporated by reference.

  7. Term and Termination

    1. Term. This Agreement starts on the effective date of the first Order Form and continues until the last active Order Term expires or terminates (the “Term”), unless terminated earlier as set forth in this Agreement. Each Order Form has an initial period stated in that form (the “Initial Term”) and automatically renews for successive twelve (12) months periods (“Renewal Terms,” together with the Initial Term, the “Order Term”), unless either party gives notice of non-renewal at least thirty (30) days before the expiration of the then-current Order Term.

    2. Fee Updates. SimplyAgree may increase the Fees for any Renewal Term by providing Customer notice (email acceptable) at least sixty (60) days prior to the end of the then-current Order Term.

    3. Termination for Breach. Either party may terminate this Agreement for the other party’s material breach that remains uncured thirty (30) days after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, SimplyAgree may suspend Customer’s access to the Services if Customer’s account is past due.

    4. Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party: (i) becomes insolvent or admits inability to pay its debts; (ii) makes an assignment for the benefit of creditors; (iii) becomes subject to any bankruptcy, reorganization, liquidation, or insolvency proceeding; or (iv) has a receiver, trustee, or similar officer appointed for its business or assets.

    5. Survival. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

  8. Indemnification

    1. Indemnity. Each party (the “Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that: (i) in the case of SimplyAgree as Indemnitor, the underlying software of the Services infringes, violates, or misappropriates any third-party intellectual property or proprietary right; (ii) in the case of Customer as Indemnitor, Customer’s use of the Services or relating to infringement or misappropriation of any third-party right by the Inputs.

    2. Exclusions. The foregoing obligations of SimplyAgree do not apply with respect to the Services or its underlying software or any information, technology, materials or data (or any portions or components of the foregoing) to the extent: (i) not created by SimplyAgree (including the Materials); (ii) made in whole or in part in accordance with Customer specifications; (iii) modified after delivery by SimplyAgree; (iv) combined with other products, processes or materials not provided by SimplyAgree; (v) where Customer continues allegedly infringing activity after being notified of the infringement; or (vi) Customer’s use of the Services is not in accordance with this Agreement.

    3. Procedures. Each Indemnitor’s indemnification obligations under this Agreement shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).

  9. Warranties and Disclaimers

    1. Warranties. SimplyAgree represents and warrants: (i) it has the authority to enter into this Agreement; (ii) the Services shall be provided in a professional and workmanlike manner by qualified personnel; and (iii) it will use commercially reasonable industry standard methods designed to ensure the Services do not include any computer code or other instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof.

    2. General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

    3. Document Processing. The Services process documents in various formats for viewing, signing, and compilation. Documents created in legacy or uncommon formats may not render correctly, and conversion between formats may result in formatting changes or layout variations. Password-protected, encrypted, or DRM-restricted files cannot be processed without appropriate credentials. Customer is responsible for reviewing processed documents for accuracy and completeness.

  10. Limitation of Liability

    1. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); OR (II) ANY LIABILITY IN THE AGGREGATE IN EXCESS OF THE FEES PAID (OR PAYABLE) BY CUSTOMER UNDER THIS AGREEMENT IN THE twelve (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM.

  11. Notices

    1. All notices under this Agreement will be in writing and sent: (i) for notices to SimplyAgree at 1109 Woodland St. #60094, Nashville, TN 37206 with a concurrent copy by email to legal@simplyagree.com; and (ii) for notices to Customer, to the address or email address set forth in the applicable Order Form, or in each case, at such other address as may be given in writing by either party to the other in accordance with this Section. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.

  12. Miscellaneous

    1. Publicity. Unless otherwise specified in an applicable Order Form, Customer agrees that SimplyAgree may use and display Customer’s name and logo on SimplyAgree’s website and promotional materials to identify Customer as a user of the Services, subject to Customer’s trademark guidelines.

    2. Export Controls. Customer shall comply with all applicable export control laws and sanctions regulations, including EAR and ITAR. Customer will not: (i) submit ITAR-controlled data or technology classified as other than EAR99 without SimplyAgree's prior written authorization; (ii) permit access from comprehensively embargoed countries or sanctioned persons; or (iii) use Services for prohibited end uses, including weapons development. Customer must promptly notify SimplyAgree of any export violations or investigations.

    3. Governing Law; Arbitration. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules. Any dispute between the parties related to the subject matter of this Agreement will be resolved by binding arbitration in the English language under the rules of the American Arbitration Association. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement. Notwithstanding the foregoing, each party shall have the right at any time to institute an action in any court of proper jurisdiction for injunctive or other equitable relief. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.

    4. Entire Agreement. This Agreement (including the Terms and all Order Forms) constitutes the entire agreement between Customer and SimplyAgree regarding its subject matter and supersedes all prior or contemporaneous agreements or communications, whether oral, written, or electronic. In the event of a conflict between an Order Form and the Terms, the provisions of the Terms shall prevail.

    5. Amendment; Waiver. Except as otherwise provided in this Agreement, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

    6. Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control. Such circumstances include fire, flood, severe weather, earthquakes, power failures, denial-of-service attacks, acts of God, war, terrorism, riots, civil disturbances, strikes, labor disruptions, pandemics, epidemics, governmental actions, or disruptions of third-party services or infrastructure.

    7. Severability. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full effect and enforceable.

    8. Assignment. Neither party may assign or transfer this Agreement without the other party’s prior written consent, except that either party may freely assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets, provided the assignee assumes all obligations under this Agreement. Customer shall notify SimplyAgree promptly, and in any event within thirty (30) days, of any merger, acquisition, or change of control. SimplyAgree may use subcontractors to perform its obligations under this Agreement, provided that SimplyAgree remains responsible for their performance and compliance with the terms of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

    9. No Agency. Nothing in this Agreement shall be construed as creating a joint venture, partnership, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on its behalf.

    10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.