SimplyConfirm TERMS OF SERVICE

Last Updated: January 15, 2014

Welcome to SimplyConfirm. Please read these terms of service (these “Terms”) carefully as

they form a contract between you and the SimplyConfirm entity listed in Section 17 of these

Terms (“SimplyConfirm”, “we”, “us”, or “our”) that governs your access and use of: (i) the hosted

storage solution provided by SimplyConfirm for online storage, sharing and processing of files,

materials, data, text, audio, video, images or other content (collectively, “Content”); (ii) software

provided or made available by SimplyConfirm (the “Software”); (iii) the SimplyConfirm websites

or applications; and, (iv) any written or electronic use or features guides or other documentation

provided or made available by SimplyConfirm (the “User Guides”) (collectively the “Service(s)”).

By registering or using any of the Services you agree to be bound by these Terms. If you are

using the Services on behalf of an organization, you are agreeing to these Terms for that organization

and promising to SimplyConfirm that you have the authority to bind that organization to

these Terms (in which event, “you” and “your” will refer to that organization) unless that organization

has a separate paid contract in effect with us, in which event the terms of that contract

will govern your use of the Service. You may use the Services only in compliance with these

Terms and only if you have the power to form a contract with SimplyConfirm and are not barred

under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE

TERMS, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning

this Agreement, please contact legal@SimplyConfirm.net.

Please note that SimplyConfirm doesn’t provide warranties for the Services. This contract also

limits our liability to you. See Sections 14 and 16 for details.

1. CHANGES TO THESE TERMS

We reserve the right to revise these Terms from time to time. We will date and post the most

current version of these Terms on the SimplyConfirm website. Any changes will be effective

upon posting the revised version of these Terms on the Service (or such later effective date as

may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to

these Terms to be material, we will notify you via the Service and/or by email to the email address

associated with your account. Notice of other changes may be provided via www.Simply-

Confirm.com (the “Site”) or related SimplyConfirm blogs. Therefore, we encourage you to check

the date of these Terms whenever you visit the Site to see if these Terms have been updated.

Your continued access or use of any portion of the Service constitutes your acceptance of such

changes. If you don’t agree to any of the changes, we’re not obligated to keep providing the

Service, and you must cancel and stop using the Service.

2. ACCESS TO THE SERVICE

You may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms

and all applicable laws.

3. YOUR ACCOUNT

To obtain access to Services, you will be required to obtain an account with SimplyConfirm (become

a “Registered User”), by completing a registration form and designating a user ID (your

email address) and password. When registering with SimplyConfirm you must: (a) provide true,

accurate, current and complete information about yourself as requested by the Service’s registration

form (such information being the “Registration Data”) and (b) maintain and promptly update

the Registration Data to keep it true, accurate, current and complete. SimplyConfirm may

withdraw such approval at any time in its sole discretion, with or without cause.

Only you may use your SimplyConfirm account. You must keep your account and passwords

confidential and not authorize any third party to access or use the Service on your behalf, unless

we provide an approved mechanism for such use. You must contact your administrator

right away if you suspect misuse of your account or any security breach in the Service. You are

responsible for all activities that take place with your account. SimplyConfirm will not be liable

for any loss or damage arising from any unauthorized use of your accounts.

If a third party such as an employer, or school gave you your account, that party has rights to

your account and will: manage your account, can reset your password, or suspend or cancel

your account; view your account’s usage and profile data, including how and when your account

is used; and read or store Content in your account. If you are an individual Registered User of

the Service, and the domain of the primary email address associated with your account is

owned by an organization and was assigned to you as an employee, contractor or member of

such organization, and that organization wishes to establishes a commercial relationship with us

and add your account to such relationship, then, if you do not change the email address associated

with your account, your account will become subject to the commercial relationship between

SimplyConfirm and such organization and controlled by such organization.

4. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.

By registering with SimplyConfirm, you understand that we may send you communications or

data regarding the Services, including but not limited to (a) notices about your use of the Services,

including any notices concerning violations of use, (b) updates, and (c) promotional information

and materials regarding SimplyConfirm’s products and services, via electronic mail.

5. CONTENT

Except for material that we license to you, we don’t claim ownership of any Content that is

transmitted, stored, or processed in your account(s). We also don’t control, verify, or endorse

the Content that you and others make available on the Service.

We provide functions that allow you to control who may access your Content. If you enable the

features that allow you to share the Content with others, anyone you’ve shared content with will

have access to your Content.

You hereby grant SimplyConfirm and its contractors the right, to use, modify, adapt, reproduce,

distribute, display and disclose Content posted on the Service solely to the extent necessary to

provide the Service or as otherwise permitted by these Terms.

You represent and warrant that: (a) you have all the rights in the Content necessary for you to

use the Service and to grant the rights in this Section; and, (b) the storage, use or transmission

of the Content doesn’t violate any law or these Terms.

You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure

that the Content (including the storage or transmission thereof) complies with these Terms and

any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and

claims relating to the Content, including any notices sent to you by any person claiming that any

Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium

Copyright Act and any other notices; and (d) maintain appropriate security, protection and

backup copies of the Content if necessary, which may include, your use of additional encryption

technology to protect the Content from unauthorized access. SimplyConfirm will have no liability

of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure

to store any Content.

You must immediately notify SimplyConfirm in writing of any unauthorized use of any (a) Content

(b) any Account or (c) the Service that comes to your attention. In the event of any such

unauthorized use by any third party that obtained access through you, you will take all steps

necessary to terminate such unauthorized use. You will provide SimplyConfirm with such cooperation

and assistance related to any such unauthorized use as SimplyConfirm may reasonably

request.

6. CONTENT STORED IN THE UNITED STATES

The Service is provided from the United States. By using and accessing the Service, you understand

and consent to the storage and processing of the Content and any other personal information

in the United States. SimplyConfirm reserves the right to store and process personal information

outside of the United States, and will use commercially reasonable efforts to provide

you with at least 30 days notice of any such changes in the processing location.

7. SUSPENSION AND TERMINATION OF CUSTOMER’S USE OF THE SERVICE

We reserve the right, to temporarily suspend or terminate your access to the Service at any time

in our sole discretion, with or without cause, and with or without notice, without incurring liability

of any kind. For example, we may suspend or terminate your access to or use of the Service for:

(a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that

may cause SimplyConfirm to have legal liability or disrupt others’ use of the Services; (c) the

suspicion or detection of any malicious code, virus or other harmful code by you or in your account;

(d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or

bandwidth; or (f) unplanned technical problems and outages. If, in SimplyConfirm’s determination,

the suspension might be indefinite and/or SimplyConfirm has elected to terminate your access

to the Service, SimplyConfirm will use commercially reasonable efforts to notify you

through the Service. You acknowledge that if your access to the Service is suspended or terminated,

you may no longer have access to the Content that is stored with the Service.

Upon termination by SimplyConfirm, for reasons other than cause, or at your direction, you may

request access to your Content, which we will make available for an additional fee. You must

make such request with thirty (30) days following termination. Otherwise, any Content you have

stored with the Service may not be retrievable, and we will have no obligation to maintain any

data stored in your account.

In addition to other termination provisions, if your account it not currently subject to a paid subscription

plan with us, we at our discretion may terminate your account if: (a) you do not engage

in any activity in your account within thirty (30) days after becoming a Registered User, or (b)

you do not engage in any activity in your account for any period of one-hundred and twenty

(120) consecutive days. In the event of such termination, any Content you may have stored will

be lost.

8. ACCEPTABLE USE

You must not use the Service to harm others or the Service. For example, you must not use the

Service to harm, threaten, or harass another person, organization, or SimplyConfirm and/or to

build a similar service or website. You must not: damage, disable, overburden, or impair the

Service (or any network connected to the Service); resell or redistribute the Service or any part

of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to

carry out these activities; or use any automated process or Service (such as a bot, a spider, or

periodic caching of information stored by SimplyConfirm) to access or use the Service. In addition,

you promise that you will not and will not encourage or assist any third party to:

(a) modify, alter, tamper with, repair or otherwise create derivative works of any Software;

(b) reverse engineer, disassemble or decompile the software used to provide or access the Service,

including the Software, or attempt to discover or recreate the source code used to provide

or access the Service, except and only to the extent that the applicable law expressly permits

doing so;

(c) use the Service in any manner or for any purpose other than as expressly permitted by these

Terms, the Privacy Policy, any User Guides or any other policy, instruction or terms applicable to

the Service that are available on the Service (“Policies”);

(d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you

with respect to the Services to any third party;

(e) remove, obscure or alter any proprietary rights notice pertaining to the Service;

(f) access or use the Service in a way intended to improperly avoid incurring fees;

(g) use the Service in connection with the operation of nuclear facilities, aircraft navigation,

communication systems, medical devices, air traffic control devices, real time control systems or

other situations in which the failure of the Service could lead to death, personal injury, or physical

property or environmental damage;

(h) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or

engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii)

(iii) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory,

threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind

or nature, (2) containing any material that encourages conduct that could constitute a criminal

offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of

others; (iv) store or transmit any Content that contains or is used to initiate a denial of service

attack, software viruses or other harmful or deleterious computer code, files or programs such

as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or

otherwise violate the legal rights of a third party;

(i) interfere with or disrupt servers or networks used by SimplyConfirm to provide the Service or

used by other users’ to access the Service, or violate any third party regulations, policies or procedures

of such servers or networks or harass or interfere with another user’s full use and enjoyment

of any Software or the Service;

(j) access or attempt to access SimplyConfirm’s other accounts, computer systems or networks

not covered by these Terms, through password mining or any other means;

(k) cause, in SimplyConfirm’s sole discretion, inordinate burden on the Service or SimplyConfirm’s

system resources or capacity; or

(l) share passwords or other access information or devices or otherwise authorize any third party

to access or use the Software or the Service.

SimplyConfirm reserves the right, in its sole discretion, to deactivate, change and/or require you

to change your SimplyConfirm user ID and any custom or vanity URLs, custom links, or vanity

domains you may obtain through the Services for any reason or for no reason. SimplyConfirm

may exercise such right at any time, with or without prior notice. We will make all judgments

concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve

the right, in its sole discretion, to determine whether and what action to take in response to each

such notification, and any action or inaction in a particular instance will not dictate or limit our

response to a future complaint. We will not assume or have any liability for any action or inaction

with respect to any Content.

9. UPDATES TO THE SERVICE

SimplyConfirm reserves the right, in its sole discretion, to make necessary unscheduled deployments

of changes, updates or enhancements to the Service at any time. We may add or

remove functionalities or features, and we may suspend or stop a Service altogether.

10. SOFTWARE

If you receive Software from us, its use is governed in one of two ways: If you’re presented with

license terms that you must accept in order to use the Software, those terms apply; if no license

is presented to you, these Terms apply. We reserve all other rights to the Software.

We may automatically check your version of the Software. We may also automatically download

to your computer or device new versions of the Software.

Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends

when your Service ends. You must then promptly uninstall the Software, or we may disable it.

You must not work around any technical limitations in the Software.

The Software is subject to applicable U.S. export laws and regulations. You must comply with all

domestic and international export laws and regulations that apply to the Software. These laws

include restrictions on destinations, end users, and end use. Without limitation, you may not

transfer the Software or Service without U.S. government permission to anyone on U.S. government

exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.-

gov/complianceandenforcement/liststocheck.htm). You represent and warrant that you’re not on

any of those lists or under the control of or an agent for anyone on those lists or the entities listed

above.

11. THIRD PARTY SERVICES AND CONTENT

All transactions using SimplyConfirm’s services are between the transacting parties only. The

Services may contain features and functionalities linking you or providing you with certain functionality

and access to third party content, you acknowledge that we are not responsible for such

content or services. We may also provide some content to you as part of the Services. However,

SimplyConfirm is not an agent of any transacting party, nor or we a direct party in any such

transaction. Any such activities, and any terms associated with such activities, are solely between

you and the applicable third-party. Similarly, we are not responsible for any third party

content you access with the Services, and you irrevocably waive any claim against us with respect

to such sites and third-party content. SimplyConfirm shall have no liability, obligation or

responsibility for any such correspondence, purchase or promotion between you and any such

third-party. You should make whatever investigation you feel necessary or appropriate before

proceeding with any online or offline transaction with any of these third parties. You are solely

responsible for your dealings with any third party related to the Services, including the delivery

of and payment for goods and services. Should you have any problems resulting from your use

of any third party services, or should you suffer data loss or other losses as a result of problems

with any of your other service providers or any third-party services, we will not be responsible

unless the problem was the direct result of our breaches.

12. SimplyConfirm PROPRIETARY RIGHTS

As between SimplyConfirm and you, SimplyConfirm or its licensors own and reserve all right,

title and interest in and to the Service and all hardware, software and other items used to provide

the Service, other than the rights explicitly granted to you to use the Service in accordance

with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred

to you pursuant to these Terms. All rights not explicitly granted to you are reserved by

SimplyConfirm. In the event that you provide comments, suggestions and recommendations to

SimplyConfirm with respect to the Service (including, without limitation, with respect to modifications,

enhancements, improvements and other changes to the Service) (collectively,

“Feedback”), You hereby grant to SimplyConfirm a world-wide, royalty free, irrevocable, perpetual

license to use and otherwise incorporate any Feedback in connection with the Service.

13. PRIVACY

In order to operate and provide the Service, we collect certain information about you. As part of

the Service, we will also automatically upload information about your computer or device, your

use of the Service, and Service performance. We use and protect that information as described

in the privacy policy located at http://www.SimplyConfirm.net/privacy-policy/ (“Privacy Policy”).

You further acknowledge and agree that we may access or disclose information about you, including

the content of your communications, in order to: (a) comply with the law or respond to

lawful requests or legal process; (b) protect the rights or property of SimplyConfirm or our customers,

including the enforcement of our agreements or policies governing your use of the Service;

or (c) act on a good faith belief that such access or disclosure is necessary to protect the

personal safety of SimplyConfirm employees, customers, or the public.

We retain the right to block or otherwise prevent delivery of any type of file, email or other communication

to or from the Service as part of our efforts to protect the Service, protect our customers,

or stop you from breaching these Terms. The technology or other means we use may

hinder or break your use of the Service.

14. NO WARRANTY

SIMPLYMANGE PROVIDES THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIMPLYMANGE

MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES

OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,

WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED,

ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE

OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF

MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,

OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE,

COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO

NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION

WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

15. INDEMNIFICATION

To the extent permitted by law, You will defend SimplyConfirm against any cost, loss, damage,

or other liability arising from any third party demand or claim that any Content provided by you,

or your use of the Service, in breach of these Terms: (a) infringes a registered patent, registered

trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that

such misappropriation is not the result of SimplyConfirm’s actions); or, (b) violates applicable

law or these Terms. SimplyConfirm will reasonably notify you of any such claim or demand that

is subject to your indemnification obligation.

16. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SimplyConfirm, ITS

AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE

FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL

DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE,

GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF

LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE

OR OTHERWISE, EVEN IF SimplyConfirm HAS BEEN ADVISED AS TO THE POSSIBILITY

OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE

LAW, THE AGGREGATE LIABILITY OF SimplyConfirm AND ITS AFFILIATES, OFFICERS,

EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL

BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL THREE DAYS OF YOUR SERVICE

FEE FOR THE SERVICE OR FIVE DOLLARS ($5.00) WHICHEVER IS GREATER. THE LIMITATIONS

AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE

YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS

DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER

DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT

PROHIBITED BY LAW.

17. CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES

You are contracting with AlleghenyIntell Llc,, Inc. with an address at 1104 Bedford Valley Rd,

Suite 100 Bedford PA. 15522 USA. The laws of the State of Maryland, U.S.A. govern the interpretation

of these Terms and apply to claims for breach of these Terms, regardless of conflict of

laws principles. The parties specifically exclude from application to these Terms the United Nations

Convention on Contracts for the International Sale of Goods and the Uniform Computer

Information Transactions Act. All other claims, including claims regarding consumer protection

laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be

subject to the laws of your state of residence in the United States, or, if you live outside the

United States, the laws of the country in which you reside. You and we irrevocably consent to

the exclusive jurisdiction and venue of the state or federal courts for Baltimore City, Maryland,

USA, for all disputes arising out of or relating to these Terms. AlleghenyIntell LlC, may assign

this contract to another entity at any time.

18. NOTICES

We may send you, in electronic form, information about the Service, additional information, and

information the law requires us to provide. We may provide required information to you by email

at the address you specified when you signed up for the Service or by access to a website that

we identify. Notices emailed to you will be deemed given and received when the email is sent. If

you don’t consent to receive notices electronically, you must stop using the Service. You may

provide legal noticed to us via email to Legal@simplymange.net., with a duplicate copy sent via

registered mail, return receipt requested, to the following address: SimplyConfirm, Attn: Legal,

1104 Bedford Valley Rd, Suite 100, Bedford PA 15522 USA. Any such notice, in either case,

must specifically reference that it is a notice given under these Terms.

19. PAYMENTS AND REFUNDS

The fees applicable for the Service (“Fees”) are available on the Site and/or in SimplyConfirm’s

then-current published price list. The price stated for the Service excludes all taxes and

charges, unless stated otherwise. You’re responsible for any taxes and for all other charges.

You will pay the Fees in the currency SimplyConfirm quoted for your account. SimplyConfirm

reserves the right to change the quoted currency at any time.

In addition to any Fees, you may still incur charges incidental to using the Service, for example,

charges for Internet access, data roaming, and other data transmission charges.

You must be authorized to use the payment method that you enter when you create your billing

account. You authorize us to charge you for the Service using your payment method and for the

paid feature of the Service that you choose to sign up for or use while these Terms are in force.

We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a

recurring basis for subscription Services. We may bill you simultaneously for more than one of

your prior billing periods. We will automatically renew your Service and charge you for any renewal

term.

You must keep all information in your billing account current. You can access and modify your

billing account information using your Administrative Billing Site. You may change your payment

method at any time. If you tell us to stop using your payment method and we no longer receive

payment from you for the paid Service, we may cancel that Service. Your notice to us will not

affect charges we submit to your billing account before we reasonably could act on your request.

We’ll notify you in advance, either through the Service or to the email address you have most

recently provided to us, if we change the price of the Service. If there’s a specific length and

price for your Service offer, that price will remain in force for that time. After the offer period

ends, your use of the Service will be charged at the new price. If your Service is on a period basis

(for example, monthly) with no specific length, we’ll notify you of any price change at least 30

days in advance. If you don’t agree to these changes, you must cancel and stop using the Service

and an email to cancel@simplymanage.net and include your phone number to confirm you

are the Primary Account holder no later than fourteen (14) days prior to the conclusion of your

current payment term, whether monthly, yearly, or otherwise. If you cancel, your Service ends at

the end of your current Service period or, if we bill your account on a period basis, at the end of

the period in which you canceled. If you fail to cancel as required, we will automatically renew

the Service for the same term and will charge your payment information on file with us commencing

on the first day of the renewal term.

Payments for: (a) all accounts registered to pay via credit card, are due the date the invoice is

posted on your account; and (b) all accounts registered to pay via wire-transfer, or Automated

Clearing House (ACH), are due within two (2) days of billing date unless otherwise agreed-to by

the parties in writing. Notwithstanding the foregoing, the last day of the trial period signifies the

due date of the first payment. If payment is not received by SimplyConfirm on the due date,

user’s account will be frozen, inaccessible, and all shared links will be turned off until all outstanding

payments have been processed by SimplyConfirm. Users retain the responsibility for

settling all outstanding balances in a timely manner and maintaining updated billing information.

If not complied with, at the end of 60 days, user’s account will be deactivated and all files will no

longer be retrievable.

Unless we notify you otherwise, if you’re participating in any trial period offer, you must cancel

the Service by the end of the trial period to avoid incurring new charges. If you do not cancel

your Service and we have told you the Service will convert to a paid subscription at the end of

the trial period, you authorize us to charge your payment method for the Service.

Except as specifically set forth in this section, all Services are prepaid for the period selected

(monthly, yearly or otherwise) and are non-refundable. This includes accounts that are renewed.

If you are currently on our free trial, you may cancel your account, free of charge, at any time

until thirty (30) days after your account was created. (The day of creation constitutes the first

day of the trial.)

If you are a non-trial user (you were added to an Account) you will not be issued a refund for

your most recent (or any previous) billing All cancellations and downgrades are processed automatically.

To cancel or downgrade, please contact your administrator for your account and

click the link that says “Click here to archive your account” and follow the instructions.

Except as prohibited by law, we may assess a late charge if you do not pay on time. You must

pay these late charges when we bill you for them. The late charge will be the lesser of 1.5 percent

of the unpaid amount each month or the maximum rate permitted by law. We may use a

third party to collect past due amounts. You must pay for all reasonable costs we incur to collect

any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We

may suspend or cancel your Service if you fail to pay in full on time.

20. MISCELLANEOUS

20.1. Severability; Entire Agreement

These Terms apply to the maximum extent permitted by relevant law. If a court holds that we

cannot enforce a part of these Terms as written, you and we will replace those terms with similar

terms to the extent enforceable under the relevant law, but the rest of this Terms will remain in

effect. This is the entire contract between you and us regarding the Service. It supersedes any

prior contract or oral or written statements regarding your use of the Service.

20.2. Assignment and transfer

We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in

whole or in part, at any time without notice. You may not assign this contract or transfer any

rights to use the Service.

20.3. Independent Contractors; No third-party beneficiaries

SimplyConfirm and you are not legal partners or agents; instead, our relationship is that of independent

contractors. This contract is solely for your and our benefit. It is not for the benefit of

any other person, except for permitted successors.

20.4. Claims

Claims must be filed within one year. You must bring any claim related to these Terms or the

Service within one year of the date you could first bring the claim, unless your local law requires

a longer time to file claims. If it isn’t filed in time, the claim is permanently barred.

20.5. Waiver

The failure of either party to insist upon or enforce strict performance of any of the provisions of

these Terms or to exercise any rights or remedies under these Terms will not be construed as a

waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision,

right or remedy in that or any other instance; rather, the same will remain in full force and

effect.

20.6. Government Use

If you are a U.S. government entity, you acknowledge that any Software and User Guides that

are provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as

commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and

12.212.

21. COPYRIGHT COMPLAINTS AND REMOVAL POLICY

SimplyConfirm does not tolerate content that appears to infringe any copyright or other intellectual

property rights or otherwise violates these Terms and will respond to notices of alleged

copyright infringement that comply with the law and are properly provided to us. Such notices

can be reported by info@simplymanage.net. We reserve the right to delete or disable Content

alleged to violate these Terms and to terminate repeat infringers.

Federal law requires your DMCA Notice to include the following information:

Identification of the copyrighted work that you claim has been infringed;

Identification of the material, including URL, that you claim is infringing, with enough detail so

that we may locate it;

Your address, telephone number, and e-mail address;

A statement declaring under penalty of perjury that (a) you have a good faith belief that the disputed

use is not authorized by the copyright owner, its agent, or the law; (b) the above information

in your notice is accurate, and (c) you are the owner of the copyright interest involved or

you are authorized to act on behalf of that owner; and

Your physical or electronic signature.

INTELLECTUAL PROPERTY NOTICES

All contents of the Site and Services including but not limited to design, text, software, technical

drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright

© 2014 SimplyConfirm and/or the proprietary property of its suppliers, affiliates, or licensors.

All Rights Reserved.

SimplyConfirm and the SimplyConfirm logo are including without limitation, either trademarks,

service marks or registered trademarks of SimplyConfirm, Inc., and may not be copied, imitated,

or used, in whole or in part, without SimplyConfirm’s prior written permission or that of our suppliers

or licensors. Other product and company names may be trade or service marks of their

respective owners.

SimplyConfirm may have patents, patent applications, trademarks, copyrights, or other intellectual

property rights covering subject matter that is part of the Service. Unless we have granted

you licenses to our intellectual property in these Terms, our providing you with the Service does

not give you any license to our intellectual property. Any rights not expressly granted herein are

reserved.

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Simplyconfirm.com does not share, sell, rent, or trade personally identifiable information with third parties. Privacy Policy & Terms & Conditions 

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