Terms & Conditions

LAST UPDATED March 1st, 2024

ACKNOWLEDGEMENT & ACCEPTANCE

By accessing or using the Service, you represent that you have read, understood, and agree to be bound by these Terms of Service (the “Terms of Service” or “Agreement”). This Agreement, together with the Privacy Policy, applies to users who access, enroll in, or use the Service (“Users,” used interchangeably with “you” throughout this Agreement). “User” means you as an individual, as well as the employer or entity on whose behalf you are using the Service, and you represent and warrant that you are authorized to enter into this Agreement on behalf of yourself and such employer or entity. “User” also includes consumers that use any of our services, as applicable.

LICENSE

Subject to User’s compliance with this Agreement, SimplAD Marketing (SimplAD) hereby grants User a revocable, non-exclusive, non-transferable right to access and use the Service, solely in the conduct of User’s normal course of business, and in accordance with this Agreement. User understands and agrees that the Service is provided under license to User, not being sold to User, and User does not gain any ownership interest of any kind in the Service under this Agreement. SimplAD will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period. From time to time, SimplAD may restrict access to some parts of the Service, or the entire Service, to Users. SimplAD does not make any representations or guarantees regarding uptime or availability of the Service.

SUBSCRIPTION FEE FOR USE OF SIMPLAD

Subscription fee

SimplAD has various levels of service that are billed on a subscription basis for the term as specified when you subscribed. When you sign up for a subscription-billing based account, you agree to pay for, and to allow us to bill your credit card (or other payment method provided by you) for, all due charges, including all taxes and other applicable charges, in advance, at regular intervals, in accordance with the term of the Services to which you subscribed. The subscription period can be month-to-month, annual, or three months. You understand and agree that we may elect to modify your billing frequency at any time, without notice, including, for example, billing a monthly subscription on a weekly basis.

ALL SUBSCRIPTIONS AUTOMATICALLY RENEW, IF NOT TERMINATED PRIOR TO SUCH AUTO-RENEWAL FOR A PERIOD EQUAL TO THE SUBSCRIPTION PERIOD.

For renewals, SimplAD will automatically charge your payment method in the amount of the then-current fee for your type of account, plus applicable taxes. You hereby authorize us to re-bill for all sms and call credits that have been used by your account, any failed billing or past-due amounts, including charging any alternate forms of payment that you have provided. All Users are responsible for paying for their own ads. SimplAD cannot refund ad spend in any circumstance. Users are responsible for their own ads. Subscription fees will not be prorated or refunded, except as expressly set forth in this Agreement. We will bill you a full period’s subscription fee and you are responsible for payment of such fee unless the cancellation is within our Money-back guarantee window (see below). We reserve the right to revise pricing, for any or all of our offerings, at any time, and such revised pricing shall become effective upon our provision of notice or as otherwise provided in such notice. Any fees not paid when due may incur late payment fee equal to the lesser of 1.5% per month or the maximum amount allowed by law.

Cancellation

To cancel your service, email us at info@simpladmarketing.com with at least 30 days notice from your renewal date. In the event that an email is not received regarding your cancellation request with at least 30 days notice from your renewal date, we cannot issue a refund. In the event of subscription cancellation, you agree to cease all use of the Content immediately. Any continued use of the Content after cancellation, including but not limited to downloading, distributing, or incorporating into derivative works, constitutes a breach of this agreement.

Reactivation of Subscription:

Upon the discovery of unauthorized post-cancellation usage of the Content, SimplAD reserves the right to reactivate your subscription without notice. Reactivation of the subscription shall restore your access to the Content and reinstate the terms of your original subscription agreement.

Customer Service

You are solely responsible for all customer service issues between you and your customers relating to your services, including pricing, fulfillment, cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.

Taxes – Sales & Use

To protect our customers and comply with all local laws, we will collect and remit sales tax where required. Not all states enforce sales tax on products and services like SimplAD, so you may not be affected. PAYMENT PROCESSING TERMS OF SERVICE Card Not Present You acknowledge that all payment or financial card (“Card”) transactions (except those conducted using card readers provided by us) are processed as “card not present” transactions, even where the consumer is at the physical point of sale and a consumer has different Chargeback rights for “card not present” transactions than for transactions where the buyer physically presents the card to the seller.

Underwriting

We will review some or all of the information that you submit in connection with your request to sign up for SimplAD Payments. We may forward such information to Third Party Payment Processors. After you submit your application, we or our payment processor may conclude that you will not be permitted to use the Service.

Payment Processing Transaction and Account Reviews

From time to time, and in our sole discretion, we review account and transaction activity, including when bank transfers are initiated, to evaluate your eligibility, or continued eligibility, to access our processing and other financial related product offerings. This review checks for, among other things, suspicious or illegal activity, and whether your account activity and the activity of users with whom you’ve transacted comply with this Agreement. In connection with our review process, you may be required to provide us with additional information and/or documentation to verify your identity, business information, or financial standing. We also may obtain information from third parties, including but not limited to consumers and banks, and we may contact your customers to obtain relevant information. We may limit your account and your access to money in it or that is sent to you until verification is completed.

Reviews may result in:

– delayed, blocked or canceled transfers;

– money or payments being held by us;

– money or payments being applied to amounts you owe to us or used to offset loss incurred by us;

– account limitation, suspension or termination;

– money or payments being seized to comply with a court order, warrant or other legal process; and/or

– money or payments you previously received being reversed (i.e., sent back to the sender or to the card or bank account that was used to fund the payment). Among other reasons, we may take the above actions if you knowingly or unknowingly were a participant in a payment that was made from a stolen card, compromised bank account, or compromised SimplAD account, or if you were a participant in a transaction for goods and services between two personal accounts.

Payment Processing Fees You agree to pay payment processing or other transaction-related fees (“Fees”) in addition to our subscription fee. We reserve the right to change our Fees at any time in our sole discretion.

Access to Your Funds

We will deposit to your bank account (defined as the bank account as specified in your SimplAD account) the amounts actually received by us for transactions submitted through the Service (less any applicable Fees and any money that you owe SimplAD). We reserve the right to revise our payout schedule. Once your US bank account information is verified, we will automatically initiate a payout to your designated bank account at the end of every business day except as provided below. Payouts to your bank account will normally register within 2-3 business days subject to your bank’s policies. We may offer you the ability to direct funds to multiple accounts.

Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we or the designated financial institutions have accepted the transaction or funds. We will attempt to rectify processing errors that we discover, and may withhold funds pending our investigation of any such errors. You are responsible for monitoring your transactions and ensuring that our payments to you are correct. You must notify us of any errors in payments made to you within sixty (60) days of the error first appearing on your electronic transaction history, and failure to do so will be deemed a waiver of any right to amounts owed to you. However, notification within such sixty (60) day period does not ensure that any such error will be able to be corrected.

Chargebacks

Any chargeback (i.e. the dispute of a charge with a credit card service provider) will result in an automatic disqualification from any refund. Chargebacks will be reversed and declined.

There is a non-refundable $25 fee for each Chargeback regardless of the outcome of the dispute. Contesting Chargebacks; Our Collection Rights for Chargebacks. For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve (defined below). In the event a consumer charges back a payment that we have processed and caused funds to be delivered to your account, our payment processor Stripe may withhold or take back such amounts while the charge is in dispute.

In such event, if your account does not have sufficient funds, we may be required to advance such funds to Stripe on your behalf. If this occurs, you agree that we are entitled to be reimbursed by you immediately, and that your sole remedy lies with your customer and your customer’s bank. We may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by the card-issuing bank or organization (“Card Association”) or our processor from your bank account (including without limitation any Reserve), from any proceeds due to you, your bank account, or from any other payment instruments registered with us. If you have pending Chargebacks, we may delay payouts to your bank account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all the Users account deficit balances unpaid by you.

Any bank account or Card information may be held by SimplAD in order to satisfy any account balances, disputes, refunds, Chargebacks or other liabilities or obligations after leaving or terminating the Service.

Excessive Chargebacks

If we determine, in our sole discretion, that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your account, including without limitation, by (a) establishing new processing Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts and (d) terminating or suspending your access to the Service.

Reserve

If we have reasonable suspicion of misuse, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including if you have a high rate of Chargebacks or refunds, or other indications of performance problems related to your use of the Service. The Reserve will be in an amount as reasonably determined by us to cover anticipated Chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in our favor, or otherwise as we or our processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your account, including but not limited to any funds (a) due to you under this Agreement or (b) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your bank account.

INTELLECTUAL PROPERTY, WEBSITE & ADS CONTENT

Ownership

We or our licensors or partners own the intellectual property rights in the content and materials displayed on Our Website(s), including but not limited to any materials to which you have access via your use of Conquer services (“Site Content”). You may use Our Website(s) (including any Site Content) for your own personal, non-commercial use, but you may not use it for commercial purposes. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any Site Content unless explicitly authorized in these Terms of Service or by the owner of the materials. You also grant SimplAD access to use your content for ads. This media may be shared with other users unless explicitly defined otherwise. You can email info@simpladmarketing.com to make this request.

Domain Name

The Service will allow you to set up a website through which you may advertise and offer your services or goods (“Website”). If you own and wish to use an existing domain name for your Website, you will be required to transfer ownership and management of the domain name to SimplAD. In the event you cancel your Website with the Website Builder feature of the Service, we will, at your written request, transfer your domain name to any hosting service you identify, and if no instructions for transfer are received within 30 days after your cancellation takes effect, then we will cease to renew your domain name effective upon the next regular renewal date. You acknowledge and agree that this is your sole remedy with regard to the transfer of any domain name following your cancellation of the Website within the Service. If you wish to change the domain name you use for your Website, we will either accept the transfer from you or purchase, if available, the new domain name and transfer to you the domain name previously used by you. The domain name used for your Website is referred to in this Agreement as the “Domain Name.” We will bill you for all charges or fees associated with the purchase, transfer and maintenance of any domain names used by you for your Website. You are responsible for assuring that the Domain Name does not violate any rights of any third party, including any intellectual property rights. We may remove your Website at any time if we determine or have reason to believe, in our sole discretion, that your Domain Name may infringe upon the rights of any third party.

Copyright

We respect the intellectual property rights of others and act in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that any of your work on your website has been copied or was otherwise used in a way that constitutes copyright infringement, please immediately notify our designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please include the following information in writing to our designated Copyright Agent: (a) a physical or electronic signature and the contact information of the person authorized to act on behalf of the owner of the copyright, (b) a description of the copyrighted work you claim has been infringed, (c) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit us to locate the material (including the URL address), (d) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law, and (e) a statement that the information in the Notification is accurate, and, under penalty of perjury, a statement that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Please be advised that pursuant to federal law you may be held liable for damages if you make a material misrepresentation in the Notification. Thus, if you are not certain that your copyright has been infringed, you should consider consulting an attorney.

Our Copyright Agent can be reached at the following address:

Email: info@simpladmarketing.com

If you believe your own copyrighted material has been removed as a result of a mistake or misidentification, you may submit a written counter notification to our designated Copyright Agent using the contact information provided above (“Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (a) identification of the information that has been removed or disabled and the location at which the material appeared before it was removed or disabled, (b) a statement that you consent to the jurisdiction of the U.S. Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located, (c) a statement that you will accept service of process from the party that filed the Notification or the party’s agent, (d) your name, address and telephone number, (e) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled, and (f) your physical or electronic signature. If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees.

Materials You Provide

You are responsible for all content you provide to SimplAD in connection with your Website, including photos, images, graphics, written content, audio files, or other information or data (the “Materials”). We do not claim any intellectual property rights over the Materials other than the domain name you provide to populate your Website. All Materials you upload remain your property. You can remove the Materials and your Website at any time by deleting your account. By uploading your Materials, you agree (a) to allow other Internet users to view the Materials you post publicly to your Website, (b) to allow SimplAD to store, and in the case of Materials you post publicly, to display the Materials, and (c) that SimplAD can at any time review any of the Materials although SimplAD is not obligated to do so. You are responsible for ensuring that your Materials and the content shown on your Website do not violate any law or regulation, do not violate any rights of any third party, including any privacy rights, and do not infringe upon any intellectual property rights of any third party. Materials provided or obtained from ads may be used and shared with other users unless defined otherwise. You can email info@simpladmarketing.com to make this request. Your SimplAD account is not intended to be used for storing sensitive data, including but not limited to consumer credit card or bank account information.

You should not store such data in your SimplAD account, and you acknowledge and agree that SimplAD is not responsible for any storage of such information in your SimplAD account.

TERMINATION OF ACCOUNT

This Agreement will remain in full force and effect while you use the Service. Unless otherwise explicitly agreed to, you may terminate your account at any time, for any reason. To cancel an account, please send an email to info@simpladmarketing.com with at least 30 days of notice of your renewal date. If you terminate your account, your account will be disabled in 30 days. If this is the second instance you have cancelled your account, you will be charged a cancellation fee of one-hundred dollars. You shall not receive any refund of any fees. SimplAD is not responsible for turning off or pausing your advertisements after cancellation. We may terminate your account or this Agreement at any time, with or without cause, by sending notice to you at the email address you provide in your account registration, or such other email address as you may later provide to us. All decisions regarding the termination of accounts shall be made in our sole discretion. We are not required to provide you notice prior to terminating your account. We are not required, and may be prohibited, from disclosing a reason for the termination of your account. The provisions of these Terms of Service shall survive and continue to apply after our relationship expires or has been terminated for any reason, except where otherwise required by the context. Upon termination of your account, we may retain your information, including Service Data, but we have no obligation to do so.

JURISDICTION AND CHOICE OF LAW

This Agreement is governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule. If there is any legal suit, action, proceeding or other dispute arising out of this Agreement or the use of the Service, by using the Service you expressly agree that any such dispute shall be governed by the laws of the State of California, without regard to its conflict of law provisions. You further agree that any dispute that is not required or eligible to be submitted to arbitration, as described below, shall be resolved in the state and federal courts located in Los Angeles, California, and you agree to sole and exclusive jurisdiction in California. The Service is controlled and operated by SimplAD from its offices within the United States and is intended only for use by users in the United States, Canada, and Australia. The Service is not intended to subject SimplAD to any non-U.S. jurisdiction or law. SimplAD makes no representation that the information or materials on or linked through the Service is appropriate or available for use in other locations. If a User chooses to access the Service from other locations, it does so on its own initiative and at its own risk and is responsible for compliance with all applicable laws, rules and regulations in its respective location in doing so.

DISPUTE RESOLUTION

You and We agree that, unless prohibited by any applicable laws, any legal disputes or claims between the Parties that cannot be resolved informally will be submitted to binding arbitration in California, The arbitration shall be conducted by the American Arbitration Association, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You agree that in no event shall any claim, action or proceeding by You related in any way to the Service be instituted more than one (1) year after the cause of action arose. Subject to applicable law, any disputes between us will only be resolved on an individual basis, and YOU SHALL NOT HAVE A RIGHT TO BRING AN ACTION AGAINST US AS A MEMBER OR REPRESENTATIVE OF A CLASS OR IN ANY CONSOLIDATED OR COLLECTIVE ACTION OR IN ANY OTHER LEGAL PROCEEDING CONDUCTED BY A GROUP OR BY A REPRESENTATIVE ON BEHALF OF OTHERS AND ANY SUCH RIGHTS ARE EXPRESSLY WAIVED. Notwithstanding the above, nothing in this Agreement will be deemed to waive, preclude, or otherwise: (a) limit the right to bring an individual (non-class, non-representative) action in small claims court so long as such action remains in small claims court; (b) limit the right to pursue a private attorney general action where arbitration cannot be required under applicable law; (c) limit the right to seek injunctive relief in a court of law; (d) limit the right to file suit in a court of law to address an intellectual property infringement claim, or (e) limit SimplAD‘s right to file suit to collect unpaid amounts from you.

Disclaimer Of Warranties

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE AND SERVICES (THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. COMPANY AND ITS AGENTS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE OR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE WEBSITE AND SERVICES IS SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation Of Liability

UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE AND SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, COMPANY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

NO THIRD PARTY BENEFICIARIES

Except as otherwise set forth expressly herein, nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than SimplAD and the Users, any benefit, right or remedy.

RELATIONSHIP OF THE PARTIES

SimplAD and Users are separate and independent entities, and the employee of one of those entities is not an employee of the other entity. We are not an agent of the Users and vice versa. In no event will SimplAD be considered a general contractor, construction manager, project manager, joint employer, joint venturer, or partner of Pros or any of its affiliates or their respective personnel.

ENTIRE AGREEMENT

These Terms of Service constitute the entire agreement between you and SimplAD and supersede all oral and written negotiations, communications or representations of the parties, whether verbal or in writing, with respect to the subject matter hereof, except as may provided in a written agreement signed by you and an authorized officer of SimplAD. These Terms of Service may not be modified or amended other than by an agreement signed by both parties. No employee, agent, or other representative of SimplAD has any authority to bind SimplAD with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in these Terms of Service.

MISCELLANEOUS

If any provision of this Agreement is found to be unlawful or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the enforceability of any other provisions. The failure by SimplAD to enforce any right or provision of this Agreement will not prevent SimplAD from enforcing such right or provision in the future. No delay, failure or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by an acts of war; terrorism, hurricanes, earthquakes and other acts of God or of nature, fire or flood; strike or labor unrest; degradation of telecommunications service; degradation of computer services not under the direct control of such party; or other causes beyond the performing party’s reasonable control. SimplAD may assign its rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, any other business combination or restructuring, or by operation of law. Users may not assign rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law, without SimplAD’s prior written consent. SimplAD may send notices pursuant to this Agreement to User’s email and phone number contact points provided by User, and such notices will be deemed received at the time they are sent. It is the User’s obligation to keep User’s contact information up to date. Users may send notice pursuant to this Agreement to the email address below.

Any and all dollar amounts in this Agreement refer to U.S. dollars.

Contact Information If you have questions or comments about the Service or this Agreement, please contact us at: info@simpladmarketing.com