Please review these Terms of Service before using or accessing any products or services offered by Simli (each, a "Service," collectively “Services”), which include but are not limited to Simli’s website (simli.com) and any subdomains thereof (collectively, the "Site").
All Services are provided by the company Simli AS, a Norwegian registered company with business reg.no. 926 743 384, located at Gaustadalléen 21, 0349 Oslo, Norway (“Simli”). By accessing or using any Service, you signify that you have read, understand, and agree to be bound by these Terms of Service, regardless of whether you have registered with Simli as a User.
These Terms of Service also refer to and incorporate the Simli Terms of Use which apply to anyone who access and use the Service and the Simli data Processing Agreement Addendum (collectively, the “Agreement”).
Simli is situated in Norway and is thereby subject to Regulation 2016/679 (EU) - General Data Protection Regulation (hereafter referred to as the “GDPR”). All personal data processed by us shall be processed in accordance with the GDPR.
We maintain a Privacy Policy, and it details how we handle and protect data. We fully incorporate our Privacy Policy into this Agreement. Note that we reserve the right to update the Privacy Policy at our discretion, and that any changes made to our Privacy Policy are effective when the updates are live on our Site.
In the event of conflict between these Terms of Service and other written contractual conditions, the latter shall prevail.
IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE WITHOUT LIMITATION OR EXCLUSION OR TO ANY CHANGES TO THESE TERMS OF SERVICE, YOU MUST IMMEDIATELY EXIT THE SITE AND STOP USING THE SERVICE.
Contact
For inquiries, support or to notify Simli of any violations of these Terms of Service, please contact support@simli.com and we will get back to you as soon as possible.
The Service consists of an application programming interface (“API) which provides to its user the possibility to communicate with AI generated avatars in a “real life” conversation. The conversation may be used for individual training, personal development or coaching of its users and is offered to our customers for internal use and for integration to Customer’s own services. Full access to the Service is offered to businesses who create a Customer Account (“Account”) and sign up for a subscription (“Subscription”) as described below. You may also try out a limited version of the Service via our Free Trial Demo. By accessing the Service, you expressly agree to abide by these Terms of Service and the Agreement with Simli is legally binding from this point.
A set of free of charge trial demos are publicly available. Anyone may try out the demos without the creation of an Account. The Demos are not meant for use by children under 18 years of age. We reserve the right to monitor the use of the model and remove content which we, at our sole discretion find inappropriate in any way. Please note that any Personal Data as defined below, provided by interacting with the avatar in the Free Trial Demo will be processed and stored by Simli as described in the Privacy Policy.
By creating a login, requiring only a name, email and password you may use the Service for a limited period. By logging in you get access to the Service based on free credits or, if you sign up to test alpha or beta versions, your access is free for the testing period. When your Free Trial period is over, due to cap limitations or the end of the testing period, further access requires a paid Subscription and the creation of an Account as described below.
Full access to the Service is offered as a Subscription-based service. By accepting these Terms of Service, including the Terms of Use which apply to all licensed users of the Service, you get access to the application programming interface (“API ”) that provides you the possibility to use Output to (i) develop artificial intelligence models primarily intended to categorize, classify, or organize data (e.g., embeddings or classifiers), as long as such models are not distributed or made commercially available to third parties such as your customers via integration with your own applications (Customer Applications) and (ii) fine tune models provided as part of our Services. End user (“End User ”) is anyone who is authorized by you to access the Service or is provided an account under your Account (an “End User Account”) or anyone who accesses the Services through your Customer Application.
You warrant and represent that you will provide accurate and up-to-date Account information. You are responsible for all activities that occur under your Account, including the activities of any End User. You may not make Account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your Account or any End User Account. You will promptly notify us if you become aware of any unauthorized access to or use of your Account or our Service.
Paid Subscription requires the creation of an Account. The Account is created by providing accurate and complete Account information as requested. The age limitation for creating an Account is 18 years and if you create an account on behalf of another person or an entity, you must have the authority to accept these Terms of Service on their behalf. To create the Account, you must provide the following information: login credentials, your name and email.
We will verify your order and confirm it by sending a confirmation (“Purchase Order ”). We reserve the right to decline the request in case of suspected violations of applicable regulations, international sanctions, fraud or misrepresentation. If the request is declined by us due to any such suspicions, you will receive a written notification. When your request is confirmed, you will receive our confirmation email in which you will be asked to verify the registration and your Purchase Order. By confirming the Subscription in accordance with our instructions you will get access to our library of API Keys which are to be used in accordance with the associated documentation to set up the Service. Your subscription fee will be charged by our third-party payment service provider in accordance with your Subscription.
You acknowledge and agree that the API keys are to be treated as confidential information solely for use by you or the entity you represent. The API Keys are not to be shared with any third party without the written approval of Simli. Any unauthorized disclosure of the API Keys will constitute a material breach of this Agreement and may be grounds for termination for breach of contract. At the expiration of this Agreement, by termination or by continuing inactivity, Simli will deactivate the API Keys within 30 days after prior written notice to the Customer.
A certain threshold of technical requirements must be met for the Service to work as intended, such as a fully functioning and compatible computer or mobile device and a sufficiently stable and speedy access to internet. If you experience reduced functionality consistent with technical requirements, please contact the Simli Support Team. Simli is not liable for any lack of functionality due to insufficient technical equipment by the Customer, but we will do our best to offer necessary guidance to ensure the set up of the Service is successfully completed.
The Subscription will be charged per use of the Service. All current pricing models are available at the Simli Website. You may subscribe for a preferred period from the Subscription date. (the “Subscription Period”), as defined in “Fees and Payment” below. The Subscription Period chosen by you renews automatically.
You may administer your Subscription in the Account Settings. Such changes will apply to the upcoming Subscription Period and the adjusted Subscription Fee will be charged accordingly.
During the Subscription Period you shall have access to the Service in accordance with these Terms of Service.
Your access to the Service may be limited based on usage by minutes. If access to the Service is restricted due to usage limitations, you will be notified by email.
Simli grant to you a worldwide, irrevocable, non-exclusive, non-sublicensable, non-transferable right to use the Service for the term of this Agreement for the purpose of (i) incorporating the API into your products and services, (ii) using the API for your internal business needs in accordance with this Agreement and applicable law. The License to use the Service includes the right to allow access to (i) personnel authorized to use the Service and (ii) End Users who access the Service via an End User Account or via the Customer Application.
The License granted herein does not include the right to (i) access the source code or object code, or otherwise access parts of the Service that are not intentionally made available to Customer by Simli, or (ii) modify, reproduce, reverse-engineer, decompile, disassemble, copy, or imitate the Service. The license specifically does not include the right to use Output (as defined below) to develop any artificial intelligence models that compete with our products and services.
If we believe you, or someone authorized by the you, have engaged in activities restricted in these Terms of Service we reserve the right to take necessary actions to protect Simli, other Customers, and other third parties from any liability, fees, fines, or penalties. Such necessary actions may include but are not limited to restricting access to the Service at our sole discretion.
Simli will, within the limits of what can be seen as commercially reasonable, use our available resources to keep the Service accessible for the Customer’s use 24 hours a day, 7 days a week. In case of occasional inaccessibility to the Service, we will do our outmost to restore the intended level of availability.
We will provide our customers with all reasonable guidance and information necessary to facilitate the optimal use of the Service. In case of performance issues or experienced unavailability please contact Simli by sending an email to support@simli.com.
Our Service is provided on an as-is and as-available basis. We continuously update the Service, and we do our best to keep it working as expected. However, due to the nature of artificial intelligence, machine learning and other factors, such as online availability and the dependency on third party service providers, we cannot guarantee our models will always be available in its current form and/or produce the output you intended.
We will need to perform system upgrades from time to time. Subscribing Customers will be notified by email prior to planned upgrades causing reduced availability. Information will also be available on our website.
We constantly develop our technology to improve the features and the performance of the Service. We therefore reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, part or the entirety of the Service. We will notify about significant changes before such changes come into force and give you a possibility to evaluate the effects of proposed changes and implement any necessary changes. We will, to the best of our efforts, avoid making changes and/or upgrades inconsistent with existing technical requirements. The Customer acknowledges and agrees that this Agreement does not automatically include any upgrades of the Service and that future changes may require a new Subscription. For the avoidance of any doubt, Simli is under no obligation to customize the Services or provide upgrades based on the Customer’s unique requirements and we do not guarantee that the current version of the Service will be available forever.
Simli will not be liable to Customer or any End User or third party for any modification, price change, suspension, or discontinuance of the Service, or part thereof.
As described above, the Service is subject to Subscription Fees based on actual use of the Service per minute. You will be charged in arrear for any use of the Service exceeding your Free Trial Period.
All fees are exclusive of all taxes, levels, or duties imposed by taxing authorities, except when otherwise required by mandatory law.
Simli reserves the right to change the Subscription Fees at any moment by giving Users a thirty (30) days’ prior notice. The Changes will be applicable to the following Subscription Period. Notice of changed prices may be provided at any time through the Simli website, the Service, or by email.
If the Customer does not agree with the new Subscription Fees, Customer must terminate the Service.
Subscription Fees must be paid with credit or with debit cards. Card payments are processed via a third-party service provider, Stripe (“Stripe ”). Stripe is licensed to provide payment services and complies with the relevant laws and regulations. All payments for the Service are subject to the Stripe terms and conditions and privacy policy, which may be amended by Stripe from time to time, and to which User must accept.
All card data is stored by Stripe. Simli does not store any card data. The Customer may delete a stored card in the Customer’s profile by logging in to the Account. Simli shares with Stripe Customer Information and Stripe will collect and process directly the Customer’s billing address, company details and card details.
The Customer authorizes Stripe to process card payments for the Service on the Customer’s behalf. The payment amount will be equal to the total pricing of the Customer’s order in accordance with the Subscription Plan.
If Simli does not receive payment in accordance with the Agreement and the Subscription Plan, Simli reserves the right to suspend the Service and you may not be able to access the Service. If payment is not received within fourteen (14) days after the suspension of the Services, we will consider the Subscription terminated.
"User Content" refers to any input (“Input”) such as speech including any information given during interaction with avatar, any data, files, information, project, blueprint, code or material that is created, submitted, uploaded, generated or otherwise provided by you and any End Users to the Service. Based on the Input the Service will generate output (“Output”). Input and Output is defined together as User Content. Once Input is provided to the Service, you may not regret this action. You may request Input deleted by contacting us and we will do our best to solve the issue.
To the extent permitted by applicable law, you retain all ownership rights to your Input and own all Output generated by your use of the Service. We hereby assign to you all our right, title and interest, if any, in and to Output. We do our best to ensure high quality Output, but we cannot guarantee that the Output generated will not be offensive, inappropriate or illicit. You acknowledge that due to the nature of the Service, and the use of artificial intelligence in general, we cannot guarantee that Output is not similar or identical to another customer’s Output.
You are responsible for all Input and hereby represent that you have all rights, licenses, and permissions required to provide Input to the Service. If you use the Service to process Personal Data, as described in section 10, you must provide legally adequate privacy notices and obtain necessary consents or other legal basis for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. Simli’s processing of personal data on your behalf is regulated in the Data Processing Agreement Addendum. If Input includes Personal Data, you acknowledge and agree to share these data with Simli to be retained and processed for our development of the Service. If you do not agree to these Terms of Service, you should not include Personal Data in your Input. You are solely responsible for the use of the Outputs and evaluating the output for accuracy and appropriateness for your use case, including the use of human review if appropriate. You shall in no way use the Output for any illicit or unlawful purpose and/or to harm Simli and/or a third party as exemplified below. You agree not to give anyone the impression that the output is made by humans, and you will not use it if it in any way infringes Simli’s or any third party’s intellectual property rights. You shall not use Output to train your own or any other AI Models.
You may use the Service for your own intention as long as your respect the following limitations:
We will process and store User Content in accordance with our privacy and information security policy obligations. We will use User Content as necessary to provide the Services, for the purpose of further development of the Service and training of the Model and to comply with applicable law.
You hereby acknowledge and grant to Simli a worldwide, non-exclusive, non-transferrable, irrevocable license to access and use User Content for Simli’s own commercial or business purposes in an anonymized and aggregated manner to (i) develop the current or new Services and improve quality of tasks, including training of our Models by the use of machine learning and artificial intelligence, and (ii) create, develop, offer, and/or distribute other features and additional services or products to customers and third parties, including, but not limited to, anonymized technical analysis information, benchmark and industry reports, and statistical reports.
User Content will be retained for a period of 12 months after termination for the purpose training our models, conduct research and improve our services.
We reserve the right, but is not obligated to, reject and/or remove any User Content that we believe, in our sole discretion, violate these Terms of Service or a third-party’s copyright.
Simli is not responsible for any loss of User Content resulting from termination.
When making the Service available to End Users and authorized personnel you acknowledge and agree that you will:
The Customer acknowledges and agrees that Simli may monitor the use of the Service for billing purposes and to detect any violation or attempted violation of these Terms of Service. Monitoring includes access to User Content. We may take appropriate action against anyone who, in our judgment, violates the law or these Terms of Service. Such actions may include restricted access to the Service and the User Content, including but not limited to blocking certain IP addresses. We may also take other actions for the purpose of protecting our rights or property or to facilitate the proper functioning of the Service.
“Personal Data” is defined as any information relating to an identified or identifiable natural person (“Data Subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
The entity you represent is the Controller of any Personal Data provided as Input to the Service. It is your obligation to ensure that such Personal Data is processed in accordance with applicable Privacy Law in your jurisdiction.
Simli is the Controller of Personal Data provided to us for the purpose of administrating the commercial Agreement with you. Our processing of Personal Data is performed in accordance with GDPR as described in the Privacy Policy.
For the purpose of fulfilling our obligations in accordance with these Terms of Service and provide the Service to you as intended herein, we will process Personal Data on behalf of the entity you represent in accordance with the Simli Data Processing Agreement which constitutes a part of the Agreement.
Simli retains all rights to all elements of the Service. This includes, but is not limited to, the rights and ownership to algorithms, source code, object code and accompanying documentation, user interface design, graphics, illustrations, data, drawings, images, concepts, techniques, and specifications, design, trademarks, know-how, trade secrets, copyrights, and all other intellectual property rights.
Customer does not receive any license or usage rights to the Service beyond what is explicitly stated in these Terms.
You represent, covenant, and warrant that (i) you are over the age of 18 and lawfully able to enter into contracts and, if you are accepting these Terms of Service on behalf of an entity, that you have legal authority to bind that entity; (ii) You will use the Service as described herein only in compliance with all applicable laws and regulations, and in a way that will not harm the Service or anyone else’s use of it; (iii) the information you provide us is true, accurate, and complete, as you are solely responsible for such information; and (iv) your use of the Services does not violate any laws or regulations or any rights or agreements with any third parties.
You further represent, covenant, and warrant that you will not (i) try to reverse engineer, disassemble, decompile, extract, or decipher any part of the Service, (ii) navigate or search the Service with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders), (iii) use the Service in a way that could impair, overburden, damage, or disable any portion of the Service, (v) copy or mirror any material contained on the Service; (vi) share, sublicence, lease, sell, transfer the use of the Services to a third party; and/or use Output to train any other models
To the maximum extent permitted by law, the Service is provided on an “as is” and “as available” basis without express or implied warranty of any kind, and we do not guarantee or ensure any interactions with the Service.
Simli expressly disclaims all warranties of noninfringement, merchantability, satisfactory quality, accuracy and fitness for particular purpose and the User’s expectations and intended purpose, nor that the Service is free of bugs, errors, defects or omissions, and that operation of the Service will be error-free or uninterrupted nor that all nonconformities will or can be corrected.
The contents of the Services and any associated data, speech, text, graphics, links and other materials may be based on sources that Simli does not control, including data provided by third parties and Users. Simli does not represent that the content of the Services is accurate or complete, and it should not be relied on as such. The Services and associated data may contain inaccuracies, typographical or linguistic errors, and other errors. You understand that you are using any and all information available here at your own risk.
We may, from time to time, need to temporarily suspend access to the Services due to software updates or maintenance. We shall correct any errors as soon as possible. Nevertheless, we do not guarantee a specific time limit for correction of errors, and we are not liable for any loss due to errors or downtime of the Service.
We do not provide any endorsements or guarantees for any individual or entity using the Services, nor any third-party content posted on Simli’s website.
Your sole and exclusive remedy for any problems or dissatisfaction with the Site or the Service is to delete your account and stop using the Service.
The Service is controlled and operated from its facilities in Norway. Although the Service may be accessible worldwide, Simli does not claim, and we cannot guarantee that the Service is or will be appropriate or available for any location or jurisdiction, comply with the laws of any location or jurisdiction, or comply with laws governing export, import, or foreign use.
We adopt the best practices to ensure security of your Account and User Content. We use third-party cloud service providers to store all data necessary to deliver the Service and store the User Content. However, Users are responsible for keeping their own back-up of all data and content in relation to the Service.
Simli shall not be liable for any loss, unavailability and/or damage in data, whether direct, indirect, or consequential, arising from the performances of our third-party cloud service providers.
Customer agrees to defend, indemnify, and hold Simli and its affiliates harmless from and against any demands, loss, liability, claims, or expenses (including attorneys’ fees) made against Simli by any third party due to or arising out of or related to (i) use of the Service; (ii) Customer’s violation of any law or regulation or the rights or good name of any third party; and (iii) violation of these Terms of Service, or Customer’s use of the Service to violate of any rights of another.
Simli, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors shall in no event be liable for (i) errors, mistakes, or inaccuracies of data; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Service; (iii) any unauthorized access to or use of our secure servers and/or any and all information, including personal information or financial information, stored therein; (iv) any errors, mistakes, losses, damage or unauthorized access resulting from the use of third party applications by you, by your end users, or by us on your behalf; (v) any interruption or cessation of transmission to or from the Service; (vi) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vii) any errors or omissions in any data or for any loss; (viii) any indirect, special, incidental, punitive, exemplary or consequential damages; or (ix) any loss of use, loss of profits, loss of savings, loss of reputation or loss of goodwill arising out of or in connection use of the Service, whether or not such damages are based on tort, warranty, contract or other legal theory, even if we have been advised or are aware of the possibilities of such damages, and even if a remedy fails of its essential purpose.
Any claims for damages must be notified to us within thirty (30) calendar days of the date you first know or reasonably should know of the event giving rise to such claim. Any lawsuit relative to any such claim must be filed within one 6 months of the date of the claim.
This section applies to the fullest extent permitted by applicable law.
This Agreement will commence on the date of which you confirm your subscription. The Subscription will be automatically renewed until terminated by either party. You may suspend or terminate your Subscription at your convenience. The suspension or termination of the Service shall not affect the ongoing agreed Subscription Period, and there are no refunds or credits for early termination of the Services. The Service will be fully available until the end of the Subscription Period.
Upon instruction by the Customer, we may keep Account open until you renew the Subscription or terminate the Account by logging in to the Account and terminate it.
Simli reserves the right to terminate or suspend your Account and/or your access to the Service, if you or any third party acting on your behalf, (i) violate these Terms of Service, (ii) engage in illegal or unlawful activities while using the Service, (iii) abuse, harass or threats the staff of Simli, (iv) intentionally disrupt the Service, including but not limited to hacking, DDoS attacks and other malicious activities, and (v) fail to pay the agreed Subscription Fee in accordance with Terms of Service and the Subscription Plan, or use fraudulent payment methods. In the event Simli terminate or suspend your Account and/or your access to the Services, Simli will make reasonable efforts to notify you by email.
Upon termination or suspension, Simli reserves the right to immediately cease all rights and licenses granted to you under these Terms of Service.
For the purpose of this agreement, “Force Majeure” means events beyond the reasonable control of the parties, including but not limited to riots, war, lockouts, civil commotion, blockage, embargo, destruction or production facilities or materials by fire, explosion, earthquake or storm, labor strikes or disturbances, epidemics and pandemics, failure of public utilities or common carriers, adverse weather or any other event beyond the reasonable control of the party affected by the Force Majeure event.
The existence or any reasonable probability of any event of Force Majeure shall be immediately notified by the affected party affected to the other party. The affected party shall use all reasonable endeavors to remedy as quickly as possible the effect of the said event of Force Majeure.
To the fullest extent permitted by law, these Terms of Service, notices, and other communications (collectively, “Communications ”) from us to you regarding these Terms of Service or the Service may be provided to you electronically through the Service, or by email, and you consent and agree to receive those communications in an electronic form.
We may amend these Terms of Service and related documents such as the Terms of Use, the Data Processing Agreement and the Privacy Policy from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
If the Customer demands specific requirements regarding security, features, storage, or legal requisites that deviates from the current terms (e.g., projects involving the government), please contact us directly for specific discussions.
The Terms of Service will be governed by and construed in accordance with Norwegian law, without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the Oslo District Court for all disputes related to or arising out of this agreement and waive any objection to such jurisdiction or venue.
Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Norwegian and local laws and regulations.