Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Simple Is Good Inc. ("Company," "we," "us," or "our") regarding your use of the SimpleUP! Golf AI chat agent services, website, and related applications (collectively, the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.

These Terms include our Privacy Policy, which is incorporated by reference, and any other terms referenced herein.

2. Description of Services

SimpleUP! Golf provides AI-powered chat agent services designed for golf course websites to facilitate bookings, answer customer inquiries, and provide personalized recommendations. Our Services may include:

• AI chat functionality for golf course websites and applications
• Integration with booking systems and other golf course management tools
• Customization of AI responses based on specific golf course offerings
• Analytics and reporting on customer interactions
• Partnership programs for marketing and implementation of our Services

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will not be liable to you or any third party for any such modification, suspension, or discontinuation.

3. Eligibility

To use the Services, you must be:

• At least 18 years of age
• Capable of forming a legally binding contract
• Not prohibited from using the Services under applicable law

If you are using the Services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" will refer to that entity.

4. Account Registration and Security

To access certain features of the Services, you may need to create an account. When registering for an account, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to:

• Immediately notify us of any unauthorized use of your account or any other breach of security
• Ensure that you log out of your account at the end of each session
• Not share your account credentials with any third party
• Not create more than one account, unless explicitly permitted

We reserve the right to disable any user account at any time, in our sole discretion, if we believe you have violated these Terms or if we determine that your account activity poses a risk to our Services or other users.

5. Subscription and Payment Terms

SimpleUP! Golf offers various subscription plans for our Services. By subscribing to our Services, you agree to the following payment terms:

Subscription Plans

Details of all available subscription plans, including fees, features, and limitations, are provided on our website. We reserve the right to change subscription fees or features upon reasonable notice.

Billing

When you subscribe to our Services:

• You authorize us to charge the payment method you provide for the subscription fees
• For monthly subscriptions, you will be billed on a recurring basis at the beginning of each billing cycle
• For annual subscriptions, you will be billed once annually
• All fees are exclusive of taxes unless stated otherwise
• You are responsible for any applicable taxes, which may be added to your fees

Price Changes

We may change the fees for our Services at any time. We will provide you with reasonable notice of any price changes by email or through our website. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount.

6. Cancellation and Refund Policy

Cancellation by You

You may cancel your subscription at any time through your account settings or by contacting our customer support. Upon cancellation:

• For monthly subscriptions, your subscription will remain active until the end of the current billing period
• For annual subscriptions, your subscription will remain active until the end of the current annual period unless otherwise specified in your agreement
• No partial refunds will be provided for unused portions of a billing period unless required by law

Refunds

Our refund policy is as follows:

• We offer a 14-day money-back guarantee for new subscriptions
• Refund requests must be submitted within 14 days of the initial subscription date
• Setup fees are non-refundable except in cases where we are unable to provide the Services as advertised
• Special or promotional offers may have different refund terms, which will be specified at the time of purchase

Cancellation by Us

We reserve the right to suspend or terminate your subscription for any reason, including but not limited to violation of these Terms. In case of termination due to your violation of the Terms, you will not be entitled to any refund.

7. Use Restrictions

When using our Services, you agree not to:

• Use the Services in any way that violates any applicable law or regulation
• Impersonate another person or entity, or falsely state or misrepresent your affiliation with a person or entity
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Attempt to gain unauthorized access to any part of the Services, other user accounts, or computer systems or networks connected to the Services
• Use any robot, spider, or other automated device to access the Services without our express written permission
• Reverse engineer, decompile, or disassemble any portion of the Services
• Harvest or collect information about other users without their consent
• Use the Services to transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, or otherwise objectionable
• Upload or transmit any material that contains viruses, trojan horses, worms, or any other harmful or destructive code
• Use the Services to send unsolicited communications (spam)
• Resell, redistribute, or create derivative works based on our Services without our express written permission

8. Intellectual Property Rights

Our Intellectual Property

The Services, including all content, features, and functionality, are owned by Simple Is Good Inc., its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Without limiting the foregoing, the SimpleUP! Golf name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Simple Is Good Inc. or its affiliates. You must not use such marks without our prior written permission.

License to Use Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

Your Content

You retain all rights to any information, data, text, or other material that you upload, post, or otherwise provide to us ("Your Content"). By providing Your Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute Your Content for the purpose of providing and improving our Services.

You represent and warrant that:

• You own or have the necessary rights to Your Content
• Your Content does not infringe or violate the rights of any third party
• Your Content complies with these Terms and all applicable laws and regulations

Feedback

If you provide us with any feedback, suggestions, or ideas regarding our Services, you grant us the right to use such feedback for any purpose, including to improve our Services, without any compensation to you.

9. AI Technology Disclaimers

Nature of AI Technology

SimpleUP! Golf uses artificial intelligence technology to provide its chat agent services. You acknowledge and understand that:

• AI technology is inherently imperfect and evolving
• Our AI may generate responses that are inaccurate, incomplete, or inappropriate in certain contexts
• The AI learns from interactions and may be influenced by the content it processes
• The AI does not possess human judgment or discretion

Training and Improvement

You acknowledge that we may use conversations with our AI chat agent to improve our Services, as detailed in our Privacy Policy. While we take reasonable measures to protect personal information, you should not share highly sensitive information in conversations with our AI.

Responsibility for AI Responses

Golf courses implementing our AI chat agent are responsible for:

• Reviewing and approving the customization of the AI based on their specific offerings
• Monitoring the AI's performance and reporting any issues or inappropriate responses
• Ensuring that the information provided by the AI about their services is accurate and up-to-date

10. Privacy and Data Usage

Your privacy is important to us. Our Privacy Policy, available at https://simpleupgolf.com/privacy-policy, explains how we collect, use, and protect your personal information when you use our Services. By using the Services, you consent to the data practices described in our Privacy Policy.

Data Processing

For golf courses implementing our AI chat agent, we act as a data processor for customer data collected through the chat interactions. In this capacity:

• We process data only as instructed by the golf course (the data controller)
• We implement appropriate technical and organizational measures to protect the data
• We assist the golf course in fulfilling its obligations to data subjects
• We will delete or return all personal data at the end of the service provision as requested

Data Rights

Depending on your location, you may have certain rights regarding your personal information. Please refer to our Privacy Policy for details on how to exercise these rights.

11. Third-Party Services and Content

Third-Party Services

Our Services may integrate with or contain links to third-party websites, applications, or services. These third-party services are not under our control, and we are not responsible for their content, privacy policies, or practices. Your interactions with such third parties are governed by their terms and privacy policies.

Integration with Booking Systems

When our AI chat agent integrates with third-party booking systems or other golf course management tools:

• We do not guarantee the accuracy or availability of information from these third-party systems
• We are not responsible for any errors or issues in the third-party systems
• You may be subject to additional terms and conditions from these third-party providers

User-Generated Content

Our Services may allow users to post, submit, or transmit content. We do not claim ownership of such content, but we reserve the right to remove any content that violates these Terms or that we find objectionable in our sole discretion.

12. Disclaimers of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, SIMPLE IS GOOD INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SIMPLE IS GOOD INC. DOES NOT WARRANT THAT:

• THE SERVICES WILL MEET YOUR REQUIREMENTS
• THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE
• THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS
• ANY ERRORS IN THE SERVICES WILL BE CORRECTED

AI-Specific Disclaimers

IN ADDITION TO THE ABOVE DISCLAIMERS, YOU ACKNOWLEDGE THAT:

• AI TECHNOLOGY IS INHERENTLY IMPERFECT AND MAY PRODUCE UNPREDICTABLE RESULTS
• THE AI CHAT AGENT MAY NOT ALWAYS PROVIDE ACCURATE, COMPLETE, OR APPROPRIATE RESPONSES
• THE AI CHAT AGENT SHOULD NOT BE RELIED UPON FOR CRITICAL DECISIONS WITHOUT HUMAN VERIFICATION
• WE DO NOT GUARANTEE ANY SPECIFIC INCREASE IN REVENUE OR BUSINESS PERFORMANCE AS A RESULT OF USING OUR SERVICES

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SIMPLE IS GOOD INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES
• ANY CONTENT OBTAINED FROM THE SERVICES
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT
• THE ACTIONS OR STATEMENTS OF THE AI CHAT AGENT
• ANY TRANSACTIONS OR BOOKINGS MADE THROUGH THE AI CHAT AGENT

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING OUR SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Indemnification

You agree to defend, indemnify, and hold harmless Simple Is Good Inc., its officers, directors, employees, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Services
• Your Content
• Your violation of any rights of another
• Your implementation or customization of the AI chat agent

This indemnification obligation will survive the termination of these Terms and your use of the Services.

15. Termination

Termination by You

You may terminate your account and subscription at any time by following the instructions on our website or contacting us directly. Upon termination, your right to use the Services will immediately cease.

Termination by Us

We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Failure to pay subscription fees
• Fraudulent, abusive, or illegal activity
• Actions that may cause liability to us or our users
• If we believe termination is necessary to protect our Services, users, or the public

Effects of Termination

Upon termination:

• Your access to the Services will be disabled
• We may delete your account and related information
• You will remain liable for all amounts due under your account up to and including the date of termination
• All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability

Data After Termination

After termination, we will retain client data in accordance with our Privacy Policy and applicable laws. Golf courses may request a copy of their data within 30 days of termination, after which we reserve the right to permanently delete all data associated with the account.

16. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of any material changes by:

• Posting the updated Terms on our website
• Sending an email to the address associated with your account
• Providing a notification within our Services

The updated Terms will become effective 30 days after we provide notice. Your continued use of the Services after the effective date constitutes your acceptance of the modified Terms.

For material changes that significantly affect your rights or obligations, we will provide at least 30 days' notice. For non-material changes, we may implement the changes immediately and without prior notice.

17. Governing Law and Dispute Resolution

Governing Law

These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to any choice or conflict of law provision or rule.

Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved as follows:

1. Informal Resolution: Before initiating any formal legal proceeding, you agree to contact us at [email protected] and attempt to resolve the dispute informally.
2. Mediation: If the dispute cannot be resolved informally within 60 days, either party may initiate mediation with a mutually agreed-upon mediator.
3. Arbitration: If mediation is unsuccessful, any remaining disputes shall be resolved by binding arbitration in Toronto, Ontario, Canada, in accordance with the rules of the ADR Institute of Canada.

Notwithstanding the foregoing, we reserve the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect our intellectual property rights.

Class Action Waiver

ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.

18. Miscellaneous Provisions

Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or documents that may be published from time to time on the Services, shall constitute the entire agreement between you and Simple Is Good Inc. concerning the Services.

No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Simple Is Good Inc.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions of these Terms will continue in full force and effect.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may assign or transfer these Terms, at our sole discretion, without restriction.

Force Majeure

We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, civil unrest, government action, labor disputes, or internet service disruptions.

Relationship of Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Simple Is Good Inc.

Headings

The section titles in these Terms are for convenience only and have no legal or contractual effect.

19. Contact Information

If you have any questions, concerns, or feedback regarding these Terms or our Services, please contact us at: