Version 2025-10-01 (supersedes all prior versions)

Welcome to SimplyAsk.ai.  By accessing or using our websites (https://simplyask.ai or https://symphona.ai) or our AI-automation platform, Symphona (together, the “Services”), you agree to be bound by these Terms of Service (the “Terms”).  Please read them carefully.

Throughout these Terms, “SimplyAsk.ai”, “we”, “us” and “our” refer to SimplyAsk.ai Inc.; “you” and “your” refer to the individual or entity that uses the Services; and you and we are referred to collectively as the “Parties” or individually as a “Party”.

1. INTRODUCTION & ACCEPTANCE

1.1  By clicking “I Agree”, creating an account, executing an Enterprise Agreement or Side Letter, or otherwise using the Services you (a) confirm that you have read and understood these Terms and our Privacy Policy; (b) represent that you are at least eighteen (18) years old and have authority to accept these Terms; and (c) agree to bind yourself and all End Users under your control to these Terms.

1.2  If you have executed a separate written software licence, master services agreement or similar contract with SimplyAsk.ai that expressly governs your use of the Services (an “Enterprise Agreement”), or if you access the Services through an Authorized Resale Partner and have executed a Consent & Acknowledgment side letter with SimplyAsk.ai (a “Side Letter”), then the Enterprise Agreement or Side Letter (as applicable) will prevail over any directly conflicting provision of these Terms, including without limitation the liability cap in Section 14. For organizations without an Enterprise Agreement or Side Letter (e.g. a Symphona Explore Account), these Terms govern in full.

2. DEFINITIONS

• “CASL” means Canada’s Anti-Spam Legislation.
• “End User” means any individual you permit to access the Services.
• “Personal Information” has the meaning given in our Privacy Policy.
• “Safety-Critical Application” means any use of the Services—or any workflow, model, integration or solution created with the Services—where a malfunction, error, delay or inaccuracy could reasonably be expected to result in death, personal injury, catastrophic property damage or severe environmental harm (e.g., medical diagnosis, life-support, autonomous-vehicle control, air-traffic control, nuclear operations, emergency-response dispatch, weapons systems).
• “Symphona Explore Account” means your account where you procure the Services by registering at https://app.symphona.ai/register and are not covered by an Enterprise Agreement or Side Letter.
• “Authorized Resale Partner” means a reseller, distributor or value‑added reseller authorized by SimplyAsk.ai to resell the Services.
• “Partner‑Governed Account” means your account where you procure the Services from an Authorized Resale Partner and have executed a Side Letter with SimplyAsk.ai referencing these Terms.
• “Side Letter” means a short, signed consent and acknowledgment between you and SimplyAsk.ai under which you agree these Terms will govern platform use and that grants SimplyAsk.ai direct enforcement and suspension rights.
• “Enterprise Agreement” means a written software licence, master services agreement or similar contract with SimplyAsk.ai that expressly governs your use of the Services.
• “Upstream Provider” includes any third‑party service or infrastructure SimplyAsk.ai relies on to operate the Services (e.g., cloud, LLMs, messaging).
• “Billing Cycle” means your recurring subscription period (monthly or annual) for your Symphona Explore Account.
• “Renewal Term” means the new term that begins immediately after a current term ends.
• “Regulatory Change” means any change in law, regulation, governmental guidance, or government‑imposed fee or tax enacted or becoming effective after your current term starts that materially increases our cost or burden to provide the Services (including changes to data‑transfer rules, sanctions/export‑control restrictions, telecom surcharges, or privacy/security obligations).
• “Usage Allowance” means the quantity of “Usage Transaction Units” within the Symphona Service which a Symphona Explore Account, Partner-Governed Account, or Enterprise Agreement Account can consume within a Usage Period before overage fees are applied (as per the applicable account pricing). The current Usage Transaction Units include:
  
  • “Process Step Execution”: One (1) executed step in a Symphona process.
  • “AI Token”: One (1) input or output token (multiplied by Model Multipliers specified within Symphona) processed by any AI large-language-model (LLM) request initiated through Symphona.
  • “Sent Email”: One (1) email message sent using the Symphona email service.
  • “Sent SMS”: One (1) SMS message sent using a phone number provisioned by you or your End Users in Settings.
  • “Phone Number”: One (1) phone number provisioned by you or your End Users in Settings for use to send SMS messages or deploy an AI Agent on a voice channel.
  • “Knowledge Base Storage”: Knowledge base data stored (in GB) uploaded by you or your End Users to Symphona, stored in Knowledge Base Settings.
  • “File Storage”: General file data stored (in GB) uploaded by you or your End Users to Symphona, stored in File Manager.
  • “Platform User”: One (1) user who is able to access the Symphona platform (e.g. for managing service tickets, configuring solutions, administering the platform).
  • “Access User”: One (1) user who is able to access and interact with deployed Symphona solutions, including submitting public submission forms to execute a Symphona process or conversing with Symphona AI Agents.
• “Usage Period” means the recurring monthly period used to measure consumption against Usage Allowances. Unless an Enterprise Agreement or Side Letter expressly states otherwise, the Usage Period is the calendar month (00:00:00 UTC on the first day through 23:59:59 UTC on the last day).

3. ELIGIBILITY & BUSINESS USE

3.1  You must be at least eighteen (18) years old and legally competent.

3.2  You represent and warrant that you are acquiring the Services exclusively for business or commercial purposes and not primarily for personal, family or household use. To the maximum extent permitted by applicable law, you irrevocably waive any statutory or common-law consumer-protection rights that might otherwise apply. The Services are offered and provided solely to business users.

4. ACCOUNT REGISTRATION & SECURITY

4.1  You must provide accurate, current and complete information when creating an account and keep that information up-to-date.

4.2  Our electronic records that a particular set of credentials clicked “I Agree”, accepted a banner, or otherwise signified assent constitute conclusive evidence of acceptance by the individual or entity associated with those credentials.

4.3  You are solely responsible for (a) safeguarding all authentication credentials, and (b) all activity that occurs through your account, whether authorised or not.  You must promptly notify us at support@simplyask.ai of any unauthorized use or suspected breach.

5. LICENCE GRANT

Subject to your continued compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Services for your internal business purposes.  No other rights are granted.

6.  FEES & PAYMENT

6.1 Pricing Changes: We may update plan prices, unit rates (e.g., per‑token, per‑message, per‑GB), overage rates and discounts at any time. Updated rates take effect for you as follows: (a) for monthly Billing Cycles, at the start of the next Billing Cycle that begins at least thirty (30) days after our notice; (b) for annual Billing Cycles, at renewal, with at least thirty (30) days’ prior notice; and (c) for Partner‑Governed Accounts, at renewal, with at least sixty (60) days’ prior notice, unless otherwise stated in Section 20. Account‑type billing and payment terms are set out in Section 21.

6.2 Upstream‑Provider Pass‑Through: If an Upstream Provider imposes a cost increase on us for a specific metered unit or feature you use, we may pass through that increase mid‑term on a dollar‑for‑dollar basis by giving at least thirty (30) days’ prior written notice. If the incremental increase exceeds twenty percent (20%) of the then‑current rate for that specific unit price, you may terminate the affected feature or subscription before the end of the notice period and receive a prorated refund of any prepaid, unused fees. For Partner‑Governed Accounts, termination and any refund will be handled through the Authorized Resale Partner unless we invoice you directly.

6.3 Regulatory Change: If a Regulatory Change materially increases our cost or burden to provide the Services, we may request a mid‑term fee adjustment by written notice. If no agreement is reached within thirty (30) days after notice, you may terminate the affected Services and receive a prorated refund of any prepaid, unused fees. For Partner‑Governed Accounts, termination and any refund will be handled through the Authorized Resale Partner unless we invoice you directly.

6.4 Taxes: All prices are exclusive of taxes. Taxes, duties and government‑imposed fees will be added and invoiced as required by law.

6.5 Usage Billing Mechanics

1. Allowance reset; no rollover: Usage Allowances are measured per Usage Period and reset at the start of each new Usage Period. Unused allowances do not roll over.
2. Overage:
   
   1. If consumption of any metered unit exceeds the applicable Usage Allowance in a Usage Period, overage charges apply to the excess usage at the applicable per‑unit overage rate.
   2. The applicable overage rates are: (a) for Symphona Explore Accounts, the rates posted on our Pricing page in effect at the time the usage occurs; (b) for Partner‑Governed Accounts, the rates specified in your agreement with your Authorized Resale Partner and/or any related order between us and such partner; and (c) for Enterprise Agreement Accounts, the rates specified in your applicable order form or agreement with us. If there is a conflict between the Pricing page and a signed agreement or order, the signed agreement or order controls.
   3. Billing cadence: Overage is billed in arrears after the close of each Usage Period. We may include overage and base subscription fees on the same invoice or statement, as applicable to your account type.
   4. Mid‑cycle changes: If you upgrade plans or add units mid‑Usage Period, additional base fees and allowances are pro‑rated for the remainder of that Usage Period and take effect immediately. Downgrades take effect at the start of the next Usage Period unless we agree otherwise in writing.
   5. Rates in effect: Subject to Sections 6.1, 6.2 and 6.3, the overage rate applied is the rate in effect at the time the usage is incurred.
3. Conclusive metering. Metering in the Services and our system logs is conclusive for billing purposes absent manifest error.

7.  ACCEPTABLE-USE REQUIREMENTS

7.1  Prohibited Conduct: You must not, and must not allow any third party to:

1. Sublicense, sell, lease, lend, time-share or otherwise commercially exploit the Services;
2. Copy, modify, translate, create derivative works of, decompile or reverse-engineer the Services except to the extent such restriction is prohibited by law;
3. Use the Services to develop or operate products or services that compete with the Services;
4. Bypass or breach any security device or protection used by the Services;
5. Upload, store, process, display, transmit or distribute content that is unlawful, harmful, defamatory, obscene, hateful, exploits minors, infringes intellectual-property or privacy rights, or incites violence;
6. Engage in fraud, money-laundering, terrorist financing, phishing, distribution of counterfeit or stolen goods, or other illegal activity;
7. Transmit malware, ransomware, viruses or other malicious code;
8. Conduct penetration testing, vulnerability scanning or similar security testing without our prior written consent;
9. Send unsolicited commercial email or SMS in violation of any anti-spam law, including CASL;
10. Interfere with or overload the Services or our infrastructure;
11. Use bots, crawlers or scrapers without our prior written consent;
12. Upload personal data subject to heightened protection (e.g., PHI under HIPAA, cardholder data under PCI-DSS) without our prior written consent; or
13. Misrepresent or mask the origin of any data or request.

7.2  Export Controls & Sanctions: You represent that neither you nor any End User is (i) located in, or a national of, a country subject to Canadian, U.S., U.K. or EU embargoes or sanctions, nor (ii) listed on any sanctions-related list of prohibited parties.  You will not export, re-export or grant access to the Services in violation of export-control laws.

7.3  AI-Specific Restrictions: When using any AI feature of Symphona you must not:

1. Override or disable guard-rails intended to block disallowed content;
2. Request or use outputs that facilitate wrongdoing, including weapons manufacture;
3. Violate advertising, consumer-protection, export-control or hate-speech laws with AI outputs;
4. Rely on outputs as factual, legal or medical advice without appropriate human review; or
5. Remove required notices that content was AI-generated.

7.4  Compliance Monitoring & Government Orders:

1. We may monitor use of the Services to verify compliance with these Terms. We may immediately, without notice, throttle, suspend or terminate access, or delete or quarantine data, if we reasonably believe you have breached these Terms, if necessary to protect the Services or any third party, on the written direction of your Authorized Resale Partner for non‑payment under your agreement with it, or as otherwise permitted by your Side Letter.
2. If we receive a subpoena, court order or other compulsory request regarding your use of the Services, we will (to the extent legally permitted) give you prompt notice. You will reimburse our reasonable costs, including legal fees and internal staff time, incurred in responding.

8.  USER CONTENT & DATA RIGHTS

8.1  User-Generated Content: You retain ownership of your content but grant us a worldwide, royalty-free, sublicensable licence to host, use, reproduce, display, modify and distribute such content as necessary to operate, improve and promote the Services. You grant us a perpetual, royalty-free licence to the design and configuration of any solutions developed within the Services.

8.2  Aggregated / Anonymised Data: We may collect and analyse aggregated, anonymised or otherwise unidentifiable data derived from your use of the Services for product development, analytics and benchmarking.

8.3  Feedback: You grant us a perpetual, irrevocable, worldwide, royalty-free right to use, modify, and incorporate into the Services any feedback or suggestions you provide without any obligation or compensation to you.

9.  INTELLECTUAL-PROPERTY RIGHTS

The Services and all related intellectual property, including, but not limited to, code, documentation, designs, pricing, prompt engineering, templates, roadmap disclosures, or other materials, are owned by SimplyAsk.ai or its licensors and are protected by Canadian and international laws. Except for the limited licence in Section 5, no rights, title or interest in or to the Services are granted.

10.  DATA PROTECTION & SECURITY

We will maintain commercially reasonable administrative, physical and technical safeguards. If you process Personal Information of others using the Services and require SimplyAsk.ai to act as your processor/service provider, this DPA (https://www.simplyask.ai/dpa) is incorporated by reference and forms part of these Terms. For EEA/UK/Swiss Personal Data, the SCCs and UK/Swiss addenda included in the DPA apply and are deemed executed upon your acceptance of these Terms.

11.  SUB-PROCESSORS

11.1  Usage of Sub-Processors: You agree we may engage Sub-Processors (with processing locations in the United States of America and Canada) to process your data to assist us with hosting, infrastructure, features, and integrations in order to use the Services.

11.2  Change of Sub-Processors: We may add or replace Sub‑Processors from time to time and will post updates at least thirty (30) days before they become effective, except where earlier use is necessary for urgent security or availability reasons, in which case we will provide notice as soon as reasonably practicable.

11.3  Current List: We publish our current sub‑processors and processing locations at https://www.simplyask.ai/legal/subprocessors (or a successor URL).

12.  SERVICE AVAILABILITY; UPSTREAM PROVIDERS; BETA FEATURES

12.1  We strive for high availability but do not guarantee uninterrupted or error-free operation.  We may modify, suspend or discontinue the Services (in whole or in part) at any time without liability.

12.2  You acknowledge that the Services interface with Upstream Providers.  WE MAKE NO WARRANTY AND ASSUME NO LIABILITY WHATSOEVER FOR THE SERVICES OF ANY UPSTREAM PROVIDER.  Any service credits or remedies offered by an Upstream Provider will be passed through to you as your sole remedy upon request.

12.3  We may offer optional beta, preview or pre-release features (“Beta Features”).  Beta Features are provided “AS IS” with no warranty, support or service-level commitment and may be changed or discontinued at any time.

12.4  We may modify, replace or discontinue any feature, function or component of the Services provided that such change does not materially diminish the core functionality. If a material diminution occurs, your sole remedy is to terminate your usage for a prorated refund of any prepaid, unused subscription fees.

13.  WARRANTIES & DISCLAIMERS

13.1  AS-IS Disclaimer: THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.  TO THE FULLEST EXTENT PERMITTED BY LAW WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY LIABILITY FOR BUGS, ERRORS OR INACCURACIES IN THE SERVICES.

13.2  Sole Responsibility: You alone are responsible for any decision, action or inaction taken in reliance on any output or through the operation of the Services.

13.3  No Professional Advice: Any AI-generated or automated output is for informational purposes only and does not constitute professional, legal, medical or accounting advice. You are solely responsible for verifying all outputs and any reliance thereon.

13.4  Safety-Critical Exclusion: THE SERVICES ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR, AND WE EXPRESSLY DISCLAIM ALL LIABILITY ARISING FROM, ANY SAFETY-CRITICAL APPLICATION.  THIS DISCLAIMER APPLIES EVEN IF WE PROVIDE SERVICES, DELIVERABLES OR GUIDANCE UNDER A STATEMENT OF WORK THAT FACILITATES OR ENABLES A SAFETY-CRITICAL APPLICATION. IF YOU ELECT TO USE, OR DIRECT US TO IMPLEMENT, THE SERVICES IN A SAFETY-CRITICAL APPLICATION, YOU DO SO SOLELY AT YOUR OWN RISK. YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR AFFILIATES AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES) ARISING OUT OF OR RELATING TO SUCH USE, WHETHER BROUGHT BY YOU, YOUR CUSTOMERS, END USERS OR ANY THIRD PARTY. THIS EXCLUSION SHALL NOT BE WAIVED, AMENDED OR OVERRIDDEN BY ANY STATEMENT OF WORK, PURCHASE ORDER, CHANGE REQUEST, EMAIL, CLICK-THROUGH OR OTHER DOCUMENT OR COMMUNICATION, REGARDLESS OF WORDING TO THE CONTRARY. FOR CLARITY, NOTHING IN THIS SAFETY-CRITICAL EXCLUSION AFFECTS THE LIABILITY CAP AND DAMAGE EXCLUSIONS SPECIFIED IN THESE TERMS OR PREVAILING AGREEMENTS, ALL OF WHICH REMAIN FULLY ENFORCEABLE.

13.5  Open-Source Components: The Services may include or link to open-source components distributed under their own licences. All such components are provided ‘AS IS’ and subject only to their applicable licence terms.

14. GENERAL INDEMNIFICATION

You will defend, indemnify and hold harmless SimplyAsk.ai, its affiliates and their respective officers, directors, employees and agents from and against all first-party and third-party claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to:

1. your content, solution configuration or End User data within the Services;
2. your or any End User’s breach of these Terms (including, without limitation, Section 9 or Section 19) or applicable law (including, without limitation, CASL, privacy or export-control law);
3. any allegation that data, materials or instructions supplied by you infringe or misappropriate a third party’s rights; or
4. any output from the Services which is defamatory or otherwise unlawful.

15.  LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR LIABILITY ARISING FROM OUR WILFUL MISCONDUCT OR GROSS NEGLIGENCE WHERE SUCH EXCLUSION IS PROHIBITED, IN NO EVENT WILL SIMPLYASK.AI OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, LOSS OR CORRUPTION OF DATA, GOODWILL OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID US FOR THE SERVICES IN THE THREE (3)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (ii) TEN CANADIAN DOLLARS (CAD $10). THESE LIMITS APPLY REGARDLESS OF THE LEGAL THEORY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

The limitations and exclusions in this Section 15 apply only to claims against SimplyAsk.ai. Nothing in these Terms limits or excludes your liability for: (a) any breach of Section 9 (Intellectual-Property Rights), including infringement or misappropriation of SimplyAsk.ai’s or its licensors’ intellectual property or trade secrets; (b) any breach of Section 19 (Confidentiality), including unauthorized use or disclosure of SimplyAsk.ai Confidential Information; (c) your indemnification obligations under Section 14; (d) your payment obligations; or (e) your willful misconduct or gross negligence.

16.  PUBLICITY

Unless you notify us in writing to the contrary, you grant us a non-exclusive, worldwide, royalty-free licence to identify you as a customer and display your name and logo in our websites, case studies, investor decks and similar materials.  You may revoke consent for future materials on thirty (30) days’ written notice; existing materials need not be modified or recalled.

17.  TERM & TERMINATION

17.1 Suspension & Termination for Cause: We may suspend, restrict access, or terminate your account for any violation of these Terms (including, but not limited to, Section 7) and, for Partner‑Governed Accounts, as directed by your Authorized Resale Partner consistent with your agreement with it and your Side Letter.

17.2 Effects of Termination: Upon termination: (a) your right to use the Services ceases; (b) all accrued fees become immediately due; and (c) Sections 6–15, 18–22 and any other provisions intended to survive will do so.

18.  CHANGES TO THE TERMS

We will notify you of material changes at least thirty (30) days before they take effect by posting the revised version (with a new ‘Version’ date) and, for registered accounts, by email to the administrative email on file or by in‑product notice.  Changes are effective as of the stated ‘Version’ date.  Your continued use of the Services after the effective date constitutes acceptance.

For Partner‑Governed Accounts, we may deliver notices to you or to your Authorized Resale Partner. Any fee adjustments, credits or refunds (if applicable) related to a change will be handled under your agreement with your Authorized Resale Partner, unless your Side Letter expressly provides otherwise.

19.  CONFIDENTIALITY

The Parties agree to the following confidentiality terms. “Confidential Information” means non‑public information disclosed by one Party to the other, in any form, that is marked or otherwise identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including: business plans, pricing, financial data, customer lists, source code, architectures, algorithms, security information and roadmaps. The receiving Party will (a) use the same degree of care to protect the disclosing Party’s Confidential Information as it uses to protect its own similar information (but no less than reasonable care), (b) use Confidential Information only to exercise rights and perform obligations under these Terms, and (c) not disclose Confidential Information to anyone except its and its affiliates’ employees, contractors and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms. Confidential Information does not include information that is or becomes publicly available without breach, was lawfully known to the receiving Party without restriction, is independently developed without reference to Confidential Information, or is lawfully received from a third party without restriction. If compelled by law, the receiving Party may disclose Confidential Information, provided it gives prompt notice (where lawful) and cooperates to seek protective treatment.

20.  GOVERNING LAW; DISPUTE RESOLUTION

20.1  These Terms are governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules.

20.2  Any dispute, controversy or claim arising out of or relating to these Terms shall be finally resolved by binding arbitration administered by the Vancouver International Arbitration Centre under its Rules. The seat of arbitration is Vancouver, British Columbia; the language is English. The Parties agree that, to the fullest extent permitted by law, any arbitration or litigation shall be conducted solely on an individual basis and not as a class or representative action.

20.3  Injunctive Relief: Notwithstanding Sections 19.1 and 19.2, either Party may apply to a court of competent jurisdiction for interim, interlocutory or permanent injunctive or other equitable relief to prevent the unauthorized use or disclosure of its Confidential Information or the infringement of its Intellectual Property Rights, without first commencing arbitration and without the requirement to post security.

20.4 Partner‑Governed Accounts: If you are a Partner‑Governed Account and have executed a Side Letter, the governing law and arbitration clause in your Side Letter supersede this Section 19.

21. ACCOUNT-TYPE TERMS

21.1 Symphona Explore Accounts (Self‑Serve)

1. Billing & Payment: Prices are tax‑exclusive. You authorize us (or our payment processor) to charge all fees and applicable taxes to your payment method on file when due. All fees are non‑refundable except as expressly stated in these Terms. Overdue amounts accrue interest at 2% per month or the maximum rate allowed by law, whichever is lower, plus reasonable costs of collection. We may suspend or terminate access if any undisputed amount is not paid when due. We issue invoices or receipts to the administrative email in your account profile.

21.2 Partner‑Governed Accounts (Authorized Resale Partner with Side Letter)

1. Relationship with Authorized Resale Partner: Your commercial terms (including price, taxes, billing and payment) are solely as agreed between you and your Authorized Resale Partner. SimplyAsk.ai is not a party to that agreement and is not responsible for the Authorized Resale Partner’s acts, omissions, invoices, or representations not expressly authorized in writing by SimplyAsk.ai.
2. Continuity on Authorized Resale Partner Exit: If our agreement with your Authorized Resale Partner terminates or the Authorized Resale Partner becomes insolvent, we may offer you the election process described in your Side Letter to (i) cancel your license with the Authorized Resale Partner without penalty or (ii) transfer/novate your subscription to SimplyAsk.ai or a replacement partner on substantially the same commercial terms for the remaining term.
3. Notices via Authorized Resale Partner: Where permitted by law, we may provide operational or legal notices to your Authorized Resale Partner in lieu of direct notice to you, and you consent to your Authorized Resale Partner relaying such notices to you.
4. Precedence on Platform Use: For matters relating to platform use, AUP/IP, security suspension and data‑processing, pricing changes, these Terms (as incorporated by your Side Letter) control over any conflicting term in your agreement with the Authorized Resale Partner. For governing law and arbitration, your Side Letter controls.

21.3 Enterprise Agreement Accounts

1. Precedence: If you have an Enterprise Agreement, that agreement governs your commercial terms (including fees, billing, taxes, term/termination), liability allocation and SOW‑based services. To the extent of any direct conflict between your Enterprise Agreement and these Terms, your Enterprise Agreement prevails.
2. Platform Use: For clarity, these Terms continue to govern platform use, acceptable use / IP, suspension and data‑processing to the extent your Enterprise Agreement incorporates these Terms or does not expressly override them.

22.  MISCELLANEOUS

22.1  Force Majeure: We are not liable for delay or failure to perform due to causes beyond our reasonable control (e.g., natural disasters, government acts, terrorism, labour disputes, internet failures, power outages). Payment obligations are not excused.

22.2  Assignment: We may assign these Terms without restriction. You may not assign or transfer these Terms without our prior written consent; any unauthorized assignment is void.

22.3  Entire Agreement, Severability, Waiver: These Terms constitute the entire agreement between the Parties regarding the Services and supersede all prior or contemporaneous agreements.  For Partner‑Governed and Enterprise Agreement Accounts, these Terms may be incorporated by reference and operate alongside your Side Letter or Enterprise Agreement.  If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in full force.  Our failure to enforce any right is not a waiver of future enforcement.  

22.4  Third-Party Links & Services: We are not responsible for third-party sites or services and you access them at your own risk.

22.5  Limitation Period: Any claim arising out of or relating to these Terms or active Enterprise Agreements must be brought within twelve (12) months after the cause of action accrues, failing which the claim is permanently barred.

23.  CONTACT

Questions or notices under these Terms should be sent to legal@simplyask.ai or: SimplyAsk.ai Inc., Suite 900, 2025 Willingdon Ave, Burnaby, BC, V5C 0J3 Canada.

By clicking “I Agree”, executing an agreement that references these Terms, or otherwise accessing or using the Services, you acknowledge that you have read, understood and agree to be bound by the foregoing Terms.