In these terms of use (“Terms”), the words "you," "your," and "User" mean each and every person who accesses or uses any Service (as defined below), including any business or other entity on behalf of which any Service is accessed. The words "we," "us," "our," refer to "Simli" as defined below.
Please review these Terms 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 also refer to and incorporate the Simli Terms of Service 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 Use and other written contractual conditions, the latter shall prevail.
IF YOU DO NOT AGREE TO THESE TERMS OF USE WITHOUT LIMITATION OR EXCLUSION OR TO ANY CHANGES TO THESE TERMS OF USE, 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, 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 e.g.: individual training, personal development or coaching of its users, and is offered to our Users for internal use and for integration to User’s own services. Full access to the Service is offered to businesses who create a User 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 without creating an Account. For an extended Free of Charge Trial Period you may access the Service by logging into the Service as described below. By accessing the Service, you expressly agree to abide by these Terms og Use and your Agreement with Simli is legally binding from this point.
A set of free of charge trial demos (“Demo”) are publicly available at simli.com. You 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 Service 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 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.
To access the Subscription-based Service you need to be associated with one of our subscribed customers (“Customer”) as described in the Terms of Service. Provided the existence of a valid Subscription you log in to the service as instructed by the subscribed Customer to which you are associated. If you are not associated with a subscribed Customer, you need to start by creating a Customer Account (“Account”) in accordance with and as described in the Terms of Service. The age limitation for creating an Account is 18 years.
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 or its associated End Users, but we will do our best to offer necessary guidance to ensure access to the Service is provided as intended by the Customer.
We appreciate your feedback about the Services, and you acknowledge and agree that we may choose to use it to provide, maintain, develop, and improve the Services, without compensation to you.
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, including, but not limited to the APIs and the trial Demo. 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 you, have engaged in activities restricted in these Terms we reserve the right to take necessary actions to protect Simli, our Customers, other Users 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 and their associated Users 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 Service will always be available in its current form and/or that it will produce the output you intended.
We will need to perform system upgrades from time to time. You will be notified by email prior to planned upgrades causing reduced availability. Information will also be available on our website and via the Customer Application by which you are provided access to the Service.
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. For the avoidance of any doubt, Simli is under no obligation to customize the Services or provide upgrades based on any User’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 any User or third party for any modification, price change, suspension, or discontinuance of the Service, or part thereof.
Apart from any free of charge access, the Service is subject to Subscription Fees as described and in accordance with the Terms of Service. Accordingly, your access to the Service is provided the existence of a paid Subscription in accordance with our Terms of Service. During the agreed Subscription Period you will have access to the Service as agreed in the Terms of Service in accordance with these Terms
If we do not receive payment in accordance with the Terms of Service, we reserve the right to suspend the Service and you may not be able to access the Service. If payment is not received within thirty (30) days after the suspension of the Services, we will consider the Subscription terminated. If the Subscription is terminated, you will no longer have access to the Service.
"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 to the Service. Based on the Input the Service will generate output (“Output”). Input and Output is defined together as Content. You may request Input deleted by contacting us and we will do our best to solve the issue.
8.1 Your rights and responsibilities:
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 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, 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 Content in accordance with our privacy and information security policy obligations. We will use 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 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.
Content will be retained for a period of 12 months after termination for the purpose of training our models, conduct research and improve our Services.
We reserve the right, but is not obligated to, reject and/or remove any Content that we believe, in our sole discretion, violate these Terms of Service or a third-party’s copyright.
You acknowledge and agree that Simli may monitor the use of the Service for billing purposes and to detect any violation or attempted violation of the Terms of Service and these Terms. Monitoring includes access to Content. We may take appropriate action against anyone who, in our judgment, violates the law or these Terms. Such actions may include restricted access to the Service and 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, our Customer is the Controller of any Personal Data provided as Input to the Subscription-based Service. It is your obligation to ensure that such Personal Data is processed in accordance with applicable Privacy Law and any other instructions applicable to your use of the Service.
Simli is the Controller of Personal Data provided to us via the Free Trial Demo and any of our online services including our website. We are also the controller of Personal Data processed for the purpose of administrating our 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 and provide the Service to our Customer in accordance with the Terms of Service, we will process Personal Data on behalf of the entity you represent in accordance with the Simli Data Processing Agreement Addendum which constitutes a part of this 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.
User 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 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; use Output for training of other models; and/or (vi) share, sublicence, lease, sell, transfer the use of the Services to a third party.
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.
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 Content. We use third-party cloud service providers to store all data necessary to deliver the Service and store the Content. However, you are responsible for keeping your 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.
You agree 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) your violation of any law or regulation or the rights or good name of any third party; and (iii) violation of these Terms, or any use of the Service in violation of the 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 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 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 first access the Service, either by accessing the Free Trial Demo, by accessing it for a Free of Charge Trial Period or by accessing it via our Subscribed Customers to which you are an associated End User. The Agreement will apply until terminated by either party. You may terminate your use of the Service at your convenience. The termination of the Service shall not affect an ongoing Subscription Period, and there are no refunds or credits for early termination of a Subscription. The Service will be fully available until the end of the Subscription Period.
Upon instruction by our Customer, we may keep an Account open until renewal of the Subscription or until the Account is terminated by the Customer.
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, (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, 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.
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, notices, and other communications (collectively, “Communications ”) from us to you regarding these Terms 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.
You have the availability to report to Simli any Content that (a) incites hate, violence, or discrimination against individuals based on their origin, ethnicity, religion, gender, sexual orientation, etc. (b) glorifies sexual harassment, (c) violates human dignity (e.g., human trafficking or pimping), (d) glorifies crimes against humanity or denying their existence, (e) incites terrorism, (f) glorifies very serious crimes against individuals (e.g., murder or sexual assault) (g) glorifies crimes involving theft, extortion, or material damage posing a danger to individuals (h) are of a pedophilic nature (i) are dangerous for minors.
You can report such content by sending an email to support@simli.com . You grant us the right to access the reported content to improve the Services (e.g. to help us make sure that the Model does not generate illicit content). This right is granted worldwide and for the duration of the intellectual property rights under applicable law. You must delete such content using the Service.
If you believe that your intellectual property rights have been infringed by use of the Service, please send notice to support@simli.com . We may delete or disable Content alleged to be infringing copyrights and we may terminate accounts of repeat infringers.
Written claims concerning copyright infringement must include the following information:
These Terms 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.