Update: Jan 3, 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.
1.1 “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, including without limitation desktop computers, laptops, tablets, mobile devices, telecommunication devices, Internet-connected devices, and hardware products capable of operating a wide variety of productivity, entertainment, or other software applications, that conforms to the system requirements of the Software as specified in the Documentation.
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. “Documentation” does not include any forum or content supplied by any third party.
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, and any modified versions and copies of, and upgrades, updates, and additions to such information, provided to you by Simular at any time, to the extent not provided under separate terms (collectively, “Updates”).
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, allowing access to and interaction with various online services and functionalities offered by OpenAI's artificial intelligence models.
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, allowing access to and interaction with various Google API Services.
1.13 “Computer control” means automated use of your computer’s mouse, keyboard, and applications. This includes actions such as clicking the mouse, using keyboard shortcuts, and opening or closing 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, including the restrictions in Section 3, Simular grants to you a non-exclusive, non-transferable license to Use the Software for the purposes described in the Documentation.
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 of the Software Integration 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, nor does it grant you the right to sublicense or distribute the Software.
3.3 Integration Restrictions. You will not integrate or use the Software with any other software, plug-in, or enhancement, unless we provide or expressly authorize the integration. Notwithstanding this Section 3.3, you may integrate or use the Software with any plug-in that is provided by or previously approved by Simular.
3.4 Disabled Features. The Software may contain features or functionalities that are hidden or appear disabled or “grayed out” (collectively, “Disabled Features”). Disabled Features will activate only when you use an agent that was created using enabling technology available only from Simular. You will not access, or attempt to access, any Disabled Features by means other than the use of such enabling technologies (i.e., through the purchase of additional entitlement), nor will you rely on the Software to create a feature substantially similar to any Disabled Feature or otherwise circumvent the technology that controls activation of any such feature.
3.5 Notices. You will not alter or remove any copyright or other 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 in any way. You will not reverse-engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system to an application in order to recreate that system), decompile, disassemble, or otherwise attempt to discover the source code, data representations or underlying algorithms, processes, methods, or any other portion of the Software. If the laws of your jurisdiction give you the right to decompile the Software to obtain information necessary to render the licensed portions of the Software interoperable with other software, you must first request such information from Simular. Simular may, in Simular’s discretion, either provide such information to you or impose reasonable conditions, including a reasonable fee, on your decompilation of the Software to ensure that Simular and Simular’s suppliers’ proprietary rights in the Software are protected. In addition, only you or someone else entitled to use a copy of the Software on your behalf may perform the decompilation. Any information supplied by Simular or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software or used for any other act which infringes Simular or its licensors’ copyright.
4. No Sublicensing or Transfer. You will not rent, lease, sell, sublicense, assign, or transfer your rights in the Software, or authorize any portion of the Software to be copied onto another individual or legal entity’s Computer except as may be expressly permitted herein.
5. Intellectual Property Ownership, Reservation of Rights. Simular and its suppliers retain all rights, title, and interest in the Software and any copies of the Software made by you. The structure, organization, and code of the Software are the valuable intellectual property (e.g., trade secrets and confidential information) of Simular and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights to the Software, and all rights not expressly granted are reserved by Simular and its suppliers.
6. Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). If you choose to submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
7.1 Information collected. When you register to use a Simular Service, create a Simular ID, purchase a license to our Services and Software, or contact us for support or other offerings, Simular collects information that identifies you. This includes: Identifiers and contact information, such as Name, Email address, Telephone number, Postal or Physical Address, Country; Commercial and transaction information, such as: Payment/billing information (where an app or website is 'paid for’), Licenses purchased, Eligibility information (e.g., student or teacher identification for student and teacher editions of apps), Content of and information provided through customer support and other communications (e.g., recorded customer and technical support calls and stored content of your correspondence with us via our website, chat features, phone and video calls, emails, and other channels), Types of Services and Software of interest; Professional, education or other demographic information, such as: Date of birth, Company or school name, Title, Occupation, Job function, Expertise, Company details, such as the size, industry, and other information about the company where a user may work (when the user has provided the company name); Analytics or other electronic network activity, such as: IP address; Browser; Mobile Device ID, Browser extensions connected to your Simular accounts.
7.2 Our Access to Your Content. Your content means the information visible on your Computer screen when the Software is active (“input”) and the output of the Software. Where permitted by law, Simular will only access or view the input and output data in limited ways. For example, Simular may need to access or view input and output data to (a) respond to feedback or support requests; (b) detect, prevent, or otherwise address fraud, security, legal, or technical issues; (c) develop, improve, customize, and operate the Software; and (d) enforce the Agreement. The input and output data are stored locally on your Computer and only the following forms of information are transmitted to Simular Online Services: (1) anonymized statistical information such as the number of characters and tokens of the input and output,(2) query words that do not contain personal protected information, and (3) task decisions made by the Software. Usage of the Software means you agree to the use of OpenAI API to process the input and output data. Information from third party applications that you allow the Software to access are stored locally and are not transmitted to Simular Online Services.
7.3 Our access to Your Usage Statistics. By installing, accessing, or using the Software, you expressly consent to the Company's collection and utilization of statistical information and usage data related to your interaction with the Software. This data may include, but is not limited to, information about the features and functionalities of the Software that you use, your system's hardware and software specifications, and your usage patterns. The Company may employ this data for various purposes, including but not limited to, improving the Software's performance, enhancing user experience, and conducting research and analysis. Should you disagree with this data collection and usage, you may refrain from using the Software. Your continued use of the Software implies your acceptance of these terms regarding data collection and usage. For information about access to usage statistics, please visit https://simular.ai (or successor website).
7.4.1 Limited Use of Google user data. The Software’s use and transfer to any other app of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.
7.4.2 Data shared with third-party tools. The Software does not share your Google User Data with third-party tools, including any AI models.
8.1 Automatic Connections to the Internet. The Software may cause your Computer, without notice, to automatically connect to the Internet and to communicate with an Simular website or Simular domain for purposes such as providing you with additional information, features, or functionality.
8.2 Simular Online Services. Access to Simular Online Services requires your assent to additional terms, and it may require a separate Simular membership or fee. If your Computer is connected to the Internet, the Software may, without additional notice and on an intermittent or regular basis, facilitate your access to Simular Online Services. Examples of Simular Online Services may include, but are not limited to, the following: a feature or extension within the Software even though it is hosted on a website; or, an extension within your browser. Simular also reserves the right to begin charging a fee for access to or use of an Simular Online Service that was previously offered at no charge. If your Computer is connected to the Internet, the Software may, without additional notice, update downloadable materials from these Simular Online Services so as to make these Simular Online Services available even when you are offline. Simular may display in-product marketing to provide information about the Software and other Simular products and Services, such as Simular Online Services.
8.3 Updating. We may modify, update, or discontinue the Software (including any portions or features) or any Simular Online Services at any time, without liability to you or anyone else. If your Computer is connected to the Internet, the Software may, without additional notice: (a) check for Updates that are available for download and installation on the Computer; (b) request your permission for downloading and installing Updates; and (c) notify Simular of the results of installation attempts. These Updates may take the form of bug fixes, new features, or new versions. You agree to receive such Updates from Simular as part of your use of the Software. For information about changing default update settings, please visit https://simular.ai (or successor website).
9. Third-Party Offerings.
9.1 Third-Party Offerings. The Software may allow you to access and interoperate with third-party content, software applications, and data services (“Third-Party Offerings”). Your access to and use of any Third-Party Offering, including any goods, services, information, or Digital Certificates, is governed by the terms and conditions respecting such offerings and by applicable law. Third-Party Offerings are not owned or provided by Simular. You agree that you will not use any such Third-Party Offerings in violation of applicable laws, including copyright laws of the United States or other countries. Simular or the third party may at any time, for any reason, modify or discontinue the availability of any Third-Party Offerings. Simular does not control, endorse, or accept responsibility for Third-Party Offerings. Any dealings between you and any third party in connection with any Third-Party Offerings, including such party’s privacy policies and use of your personal information, delivery of and payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and the third party. As an example, before relying upon any certified document, digital signature, or certificate authority, you should review the applicable terms and conditions, such as any subscriber agreements, relying party agreements, certificate policies, and practice statements. Third-Party Offerings might not be available in all languages or to residents of all countries, and Simular or the third party may, at any time and for any reason, modify or discontinue the availability of any Third-Party Offerings. Notices about some third-party materials are available at https://simular.ai (or successor website). Except as expressly agreed upon by Simular in a separate agreement, your use of Third-Party Offerings is at your own risk.
10. Indemnity. You agree to indemnify Simular and its suppliers from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys’ fees) arising out of or related to your use of the Software and Simular Online Services, or your violation of the Agreement.
11. Disclaimer of Warranties.
11.1 The Software is provided “as-is.” Except for statutory warranties and remedies, Simular, its affiliates, suppliers, and certificate authorities disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. Simular makes no commitments about the content within the Software, including Simular Online Services. Simular further disclaims any warranty that (A) the Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (B) the results obtained from the use of the Software will be effective, accurate, or reliable; (C) the quality of the Software will meet your expectations; or (D) any errors or defects in the Software will be corrected.
11.2 Simular specifically disclaims all liability for any actions resulting from your use of the Software. You may use and access the Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to any Software.
11.3 If you post your content on Simular’s servers to publicly share through any Simular Online Services, Simular is not responsible for: (a) any loss, corruption, or damage to your content; (b) the deletion of content by anyone other than Simular; or (c) the inclusion of your content by third parties on other websites or in other media.
12. Limitation of Liability.
12.1 Simular, its affiliates, suppliers, and certificate authorities will not be liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary, or punitive damages whatsoever, regardless of cause, including losses and damages (a) resulting from loss of use, data, reputation, revenue or profits, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising out of or in connection with your use of or access to the Software. Nothing in this Agreement limits or excludes Simular’s liability for gross negligence, intentional misconduct of Simular or its employees, death or personal injury. Simular’s total aggregate liability in any matter arising out of or related to this Agreement is limited to US $1.
12.2 The foregoing limitations and exclusions apply to the extent permitted by applicable law in your jurisdiction. This limitation of liability may not be valid in some jurisdictions. You may have rights that cannot be waived under consumer protection and other laws.
You and Simular will each have the right to terminate this Agreement for any reason upon providing at least 30 days’ prior written notice. Effective upon termination, you will immediately cease your use of the Software and will destroy (at Simular’s request) your copy of the Software. All licenses granted to you by Simular will immediately cease upon termination.
14. Survival. Upon the expiration or termination of this Agreement, the Software may cease to operate without prior notice. Your indemnification obligations, Simular’s warranty disclaimers or limitations of liabilities, intellectual property ownership, privacy, termination, export rules, governing law and dispute resolution provisions, and general provisions as stated in this Agreement will survive. The survival of these provisions will not create or imply any continued right to access and use the Software after termination of the Agreement.
15. Export Rules: Trade Sanctions and Export Control. The Software, and your use of the Software, is subject to laws, restrictions, and regulations of the United States and other jurisdictions that (A) govern the import, export, and use of the Software; and (B) may prohibit us from providing the Software to you without notice. By using the Software, you agree to comply with all such laws, restrictions, and regulations, and you warrant that you are not prohibited from receiving the Software by the laws of any jurisdiction.
16. Governing Law and Dispute Resolution.
16.1 If you reside in North America, your relationship is with Simular Inc., a United States company, and this Agreement is governed by the laws of California, U.S.A. You may have additional rights under the law. We do not seek to limit those rights where it is prohibited by law. This Agreement will not be governed by the following, the application of which is hereby expressly excluded: (a) the conflict of law rules of any jurisdiction; (b) the United Nations Convention on Contracts for the International Sale of Goods; and (c) the Uniform Computer Information Transactions Act, as enacted in any jurisdiction. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Software in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
16.2 For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you and Simular must resolve any claims relating to these terms or the Software through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify.
16.3 If you reside in the Americas, JAMS will administrate the arbitration in San Mateo County, California, pursuant to its Comprehensive Arbitration Rules and Procedures. There will be one arbitrator that you and Simular both select. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English (at the expense of the party presenting the witness). Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.
17. Notice to U.S. Government End Users.
17.1 For U.S. Government end users, Simular agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended; Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212); Section 503 of the Rehabilitation Act of 1973, as amended; and the regulations in 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence will be incorporated by reference in this Agreement.
17.2 If you are a U.S. Government entity, or if the Agreement becomes subject to the Federal Acquisition Regulations (“FAR”), then, the Software is a “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” and services related thereto, as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Federal Government End Users: (a) only as Commercial Items; and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the laws of the United States- Simular Inc.
18. Compliance with Licenses.
18.1 If you are a business or organization, you agree that upon request from Simular or Simular’s authorized representative, you will, within 30 days, fully document and certify that use of the Software at the time of the request is in conformity with the licenses granted herein.
18.2 No Prejudice; European Economic Area Provisions. Nothing in this Agreement will prejudice the statutory rights of any party, including those dealing as consumers.
18.3 Limitation of Liability
18.3.1 You are advised to take all reasonable measures to avoid and reduce damages, in particular by making a backup copy of the Software and backup copies of your data.
19. Updates and Availability.
19.1 Updates to this Agreement. We may modify this Agreement at any time, for example, to reflect changes to the law or changes to our Software. You should look at this Agreement regularly. We will post notice of modifications to this Agreement on this page. By continuing to use the Software after the revisions are in effect, you agree to be bound by the revised terms of the updated Agreement.
19.2 Availability Limitation. The Software and Simular Online Services may not be available in all languages or to residents of all countries.
20.1 Entire Agreement. This Agreement contains the entire understanding of you and Simular relating to the subject matter and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter. 20.2 English Version. The English version of this Agreement will be the version used when interpreting or construing the terms of this Agreement. 20.3 Headings. Headings used in this Agreement are provided for convenience only and will not be used to construe meaning or intent. 20.4 Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, this Agreement will continue in full force and effect. 20.5 No Waiver. Our failure to enforce or exercise any provision of this Agreement is not a waiver of that povision.
21. Computer control
21.1. Computer Control and User Confirmation. The Software allows for automated control of your computer's mouse and keyboard to execute sequences of actions to complete tasks based on your requests. Before executing any computer control actions, the Software will prompt you for confirmation. When you confirm and authorize the execution of computer control actions, you accept full responsibility for the consequences of those actions. Simular and its affiliates disclaim any liability for damages, losses, or issues that may arise as a result of actions performed by the Software, provided that such actions were explicitly requested and confirmed by you. You have the ability to disengage the computer control at any point during the sequence of actions.