# Terms of Use **Update: August 15, 2024** **Simular - Software License Agreement** Please read this agreement carefully. By installing, copying, distributing, or using all or any portion of this Software (as defined below), you accept all the terms and conditions of this Software License Agreement (" **Agreement**"). You must not use the Software if: (a) you do not agree to the terms of this Agreement; (b) you are not of legal age to form a binding contract with Simular; or (c) you are a person barred from receiving this Software under the laws of the United States or other countries. **Upon acceptance, this Agreement is enforceable against you and any entity that obtained the Software and on whose behalf it is used.** The Software is **licensed**, **not sold**, only in accordance with the terms of this Agreement. ## 1\. Definitions. 1.1 “ **Simular**,” “ **us**,” or “ **our**” means Simular Inc., a Delaware corporation. 1.2 “ **Simular Online Services**” means the web-enabled services and content hosted by Simular or Simular’s affiliates. 1.3 “ **Computer**” means a virtual machine or physical electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. 1.4 “ **Digital Certificates**” means public key certificates or identity certificates which are used to affirm the identity of an individual or organization when applying a digital signature to a document. 1.5 “ **Documentation**” means the technical usage guidelines and descriptions of the Software published by Simular that describes the Software’s design and intended purpose. 1.6 “ **Software**” means all software files for Simular and its corresponding data, information, content, and documents, provided to you by Simular with or in connection with this Agreement. 1.7 “ **Software Integration**” means a unique product offering which combines the Software with an additional product, service or plugin. 1.8 “ **Use**” means to access, install, download, or otherwise benefit from using the functionality of the Software. 1.9 “ **OpenAI API**” means the application programming interface provided by OpenAI. 1.10 “ **Query**” means the information that you type manually via keyboard keystrokes into the Software. 1.11 “ **Context**” means the information on your computer screen that you make accessible to the Software when activating the Software by typing the keyword “/simular” or dragging the computer cursor over a piece of text. 1.12 “ **Google API**” means the application programming interface provided by Google. 1.13 “ **Computer control**” means automated use of your computer’s mouse, keyboard, and applications. ## 2\. Software License. 2.1 **License Grant**. If you obtained the Software from Simular or one of its authorized licensees, and subject to your compliance with the terms of this Agreement, Simular grants you a non-exclusive, non-transferable license to Use the Software. 2.2 **General Use**. You may install and Use one copy of the Software on your Computer. 2.3 **Software Integration**. The Software may be provided to you as part of a Software Integration and your use is subject to any applicable additional terms. ## 3\. Restrictions and Requirements. 3.1 **Service Bureau Prohibition**. You will not use or offer the Software on a service bureau basis. 3.2 **Server Use and Distribution**. This Agreement does not permit you to install or Use the Software on a server. 3.3 **Integration Restrictions**. You will not integrate or use the Software with any other software, plug-in, or enhancement unless expressly authorized by Simular. 3.4 **Disabled Features**. You will not access, or attempt to access, any Disabled Features by means other than the use of enabling technologies provided by Simular. 3.5 **Notices**. You will not alter or remove any copyright or proprietary notice that appears on or in the Software. 3.6 **No Modification or Reverse Engineering**. You will not modify, port, adapt, translate, or create derivative works based upon the Software. You will not reverse-engineer, decompile, disassemble, or otherwise attempt to discover any portion of the Software. ## 4\. No Sublicensing or Transfer. You will not rent, lease, sell, sublicense, assign, or transfer your rights in the Software. ## 5\. Intellectual Property Ownership, Reservation of Rights. Simular and its suppliers retain all rights, title, and interest in the Software and any copies made by you. All rights not expressly granted are reserved by Simular and its suppliers. ## 6\. Feedback. You grant us a non-exclusive, worldwide license to make, use, sell, modify, and publicly perform any feedback you submit. ## 7\. Privacy. 7.1 **Information collected.** Simular collects information that identifies you when you register or interact with the Software, including identifiers like your Name, Email, and Phone. 7.2 **Our Access to Your Content.** Simular will only access input and output data in limited ways to respond to feedback, develop the Software, and enforce this Agreement. 7.3 **Our access to Your Usage Statistics.** You consent to the collection of statistical information related to your interaction with the Software. 7.4 **Our access to Your Google User Data.** By using our software, you authorize us to access your Google Calendar to provide requested functionalities. ## 8\. Connectivity. 8.1 **Automatic Connections to the Internet**. The Software may automatically connect to the Internet for various purposes. 8.2 **Simular Online Services**. Access may require additional terms, and Simular may charge a fee for new or existing services. 8.3 **Updating**. We may modify, update, or discontinue the Software at any time without liability to you. ## 9\. Third-Party Offerings. Third-party offerings accessed through the Software are governed by the terms of those offerings. ## 10\. Indemnity. You agree to indemnify Simular from any liabilities arising out of your use of the Software. ## 11\. Disclaimer of Warranties. **11.1 The Software is provided “as-is.”** Simular disclaims all warranties besides statutory warranties. **11.2 Liability Disclaimer.** Simular takes no responsibility for any damage resulting from your use of the Software. **11.3 Content Sharing Disclaimer.** If you share content on Simular's servers, Simular is not responsible for any loss or damage to that content. ## 12\. Limitation of Liability. Simular will not be liable for any special, incidental, indirect, or consequential damages related to your use of the Software. ## 13\. Termination. You and Simular may terminate this Agreement with 30 days’ notice. ## 14\. Survival. Certain provisions will survive termination of this Agreement. ## 15\. Export Rules: Trade Sanctions and Export Control. Your use of the Software is subject to U.S. laws governing exports. ## 16\. Governing Law and Dispute Resolution. 16.1 Governing law for North America is California. 16.2 Disputes must be resolved through informal methods or binding arbitration. 16.3 Arbitration will be conducted in English. ## 17\. Notice to U.S. Government End Users. Simular agrees to comply with applicable equal opportunity laws for U.S. Government users. ## 18\. Compliance with Licenses. You agree to document your use of the Software upon request. ## 19. Updates and Availability. 19.1 **Updates to this Agreement**. Modifications can be made to this Agreement at any time. 19.2 **Availability Limitation**. The Software may not be available to all users. ## 20. Miscellaneous. This Agreement contains the entire understanding of the terms related to the Software.