Terms of Service

Last Updated: [9/30/2026]

These Terms of Service (the “Terms“) govern the services provided by Simantel Group, Ltd. (“Simantel”) to the entity identified as the customer in an Order Form (“Customer“). By executing an Order Form that references these Terms, Customer agrees to be bound by these Terms in their entirety. These Terms and each Order Form together form the “Agreement.” The individual accepting these Terms on behalf of Customer represents that they have authority to bind Customer.

1. Definitions

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests of the entity.

1.2 “Aggregated Data” means data, analytics, statistics, metrics, patterns, insights, or other information derived from Customer Content, Collected Content, or the performance or use of the Services that does not identify Customer or any Monitored Entity by name or other reasonably identifying information. Aggregated Data may be derived from data relating to a single customer and need not be combined with data from multiple customers.

1.3 “AI Tools” means machine learning models, large language models, computer vision models, and other automated analytical systems, whether developed by Simantel or licensed from third parties.

1.4 “Collected Content” means text, images, video, metadata, and other content that Simantel collects from Monitored Channels.

1.5 “CampaignTrace” means Simantel’s service that utilizes Simantel’s proprietary software platform to help enterprise marketing teams review publicly accessible websites and social channels for their Customer Content and related campaign asset use, brand consistency, and asset changes.

1.6 “Customer Content” means Customer’s brand standards, style guides, approved advertising and marketing materials, trademarks and logos, pricing and promotional rules, campaign requirements, and other marketing assets that Customer provides to Simantel for monitoring.

1.7 “Fees” has the meaning given that term in Section 7.1.

1.8 “Monitored Channels” means publicly accessible websites, social media pages and profiles, online business listings and directories, online marketplaces, advertising libraries, and other online sources associated with a Monitored Entity, as specified in an Order Form, as provided by one or more Third-Party Platforms .

1.9 “Monitored Entities” means the franchisees, licensees, dealers, distributors, subsidiaries, Affiliates, and other entities that Customer designates for monitoring in an applicable Order Form.

1.10 “Order Form” means an ordering document executed by Simantel and Customer (or a Customer Affiliate) that references these Terms.

1.11 “Reports” means the reports, findings, scorecards, screenshots, and other deliverables that Simantel provides to Customer under an Order Form resulting from the Services.

1.12 “Services” means the advertising compliance monitoring services as provided by Simantel using CampaignTrace, as further described in an Order Form.

1.13 “Simantel Technology” means the CampaignTrace software and any other software and other tools used by Simantel, and Simantel’s algorithms, methodologies, templates, workflows, and know-how, together with all improvements and derivatives of any of them.

1.14 “Third-Party Platforms” has the meaning given that term in Section 5.3 below.

2. Order Forms

2.1 Order Forms. The parties may enter into one or more Order Forms for the Services. Each Order Form may specify the identity and number of Monitored Entities, the Monitored Channels, the Report format and delivery schedule, the Fees, and the Order Form term.

2.2 Order of Precedence. If these Terms conflict with an Order Form, these Terms control, unless the Order Form expressly identifies the section of these Terms it modifies. Any such modification applies only to that Order Form. Terms in any Customer purchase order, vendor registration form, or similar document are void and of no effect, even if Simantel accepts or signs that document.

2.3 Affiliates. A Customer Affiliate may order Services by executing its own Order Form, which forms a separate Agreement between Simantel and that Affiliate pursuant to these Terms. Customer is responsible for the acts and omissions of any Customer Affiliate and is otherwise jointly and severally liable for all Customer Affiliates.

2.4 Scope Changes. Simantel is not obligated to provide any changes to the scope of Services unless the parties enter into a written change order.

3. Services and Reports

3.1 Services. Simantel will perform the Services and deliver Reports as described in each Order Form. Simantel is obligated to monitor only the Monitored Entities, Monitored Channels, frequencies, criteria, and other scope expressly identified in the applicable Order Form. Simantel has no obligation to discover, identify, or monitor any account, page, listing, advertisement, channel, entity, content, or activity outside that scope of an Order Form, even if it relates to Customer, Customer Content, or a Monitored Entity.

3.2 Reports. Reports are informational and advisory in nature. Reports will identify instances in which Collected Content appears not to conform to the Customer Content, applying the criteria specified in the Order Form. Findings are indicators of potential nonconformity based on the content available to Simantel at the time of collection and are not determinations of contractual breach, legal noncompliance, or other wrongdoing, and do not constitute a representation that any Monitored Entity is compliant or noncompliant with Customer Content or any Customer standards or applicable law. Reports reflect Collected Content only as of the date of collection.

3.3 Subcontractors. Simantel may use subcontractors and third-party service providers to perform the Services. Simantel remains responsible for the  Services delivered to Customer.

3.4 Schedules and Coverage Limitations. Delivery dates are good-faith estimates. Simantel is not responsible for any delay, omission, missed content, or reduction in coverage caused by Customer; inaccurate, outdated, or late Customer Content; or any circumstance relating to a Monitored Channel or third-party service outside Simantel’s reasonable control, including blocking, rate limits, API restrictions, changes to indexing or search results, robots directives, CAPTCHA, geographic restrictions, outages, changes in platform functionality or terms, content deletion or modification, or other technical or access limitations, including as further set forth in Section 5.3 below.

4. Customer Responsibilities

4.1 Customer Content. Customer will provide Customer Content that is accurate, current, and complete, on the schedule specified in the Order Form. Customer is responsible for providing and maintaining accurate account, billing, and contact information. Simantel may rely on Customer Content without independently verifying it. Simantel has no obligation to determine whether any Customer Content, compliance criteria, instructions, or standards supplied by Customer are accurate, complete, current, legally sufficient, internally consistent, or appropriate for Customer’s business. Simantel is not responsible for any error, omission, or finding resulting from inaccurate, outdated, incomplete, inconsistent, or legally insufficient Customer Content or account information.

4.2 Rights in Customer Content. Customer represents and warrants (a) that it has all rights, licenses, and consents, and has provided all notices required by applicable law, necessary to provide Customer Content to Simantel and permit Simantel to process Customer Content as contemplated by the Agreement, and (b) that Simantel’s use of Customer Content as permitted by the Agreement will not infringe or misappropriate any third party’s rights or violate any law.

4.3 Authority to Monitor and Process. Customer represents and warrants that it has all legal, contractual, and other rights and authority, including under its franchise, license, dealer, distribution, and similar agreements, necessary for Simantel to monitor the advertising and marketing of each Monitored Entity and, as contemplated by the Agreement, to access, collect, copy, reproduce, store, transmit, analyze, classify, summarize, and include in Reports Collected Content from the Monitored Entities on the Monitored Channels. Customer will not direct Simantel to monitor (a) any individual’s personal, non-business accounts or (b) any source that Customer knows Simantel is not permitted to access.

4.4 Customer Decisions and Verification. Customer is solely responsible for independently reviewing and validating material findings in Reports before relying on them and for any decision or action it takes based on a Report, including any notice, audit, enforcement, discipline, termination, demand, or dispute involving a Monitored Entity. Customer will review and verify Service Reports before using them in audits, dealer/distributor/franchisee communications, compliance reports, or business decisions. Customer acknowledges that Reports are one input into Customer’s decision-making and are not a substitute for Customer’s own investigation or legal review. Customer will use the Services in a lawful and fair manner and will not use the Services to monitor private individuals, build consumer profiles, create lead lists, harass any person, or collect sensitive personal data.

4.5 Cooperation. Customer will provide the cooperation and information Simantel reasonably requests. If Customer fails to do so, Simantel’s performance deadlines are extended accordingly, and Simantel may charge additional fees at its then-current rates for any resulting additional work.

4.6 Restricted Data. The Services principally involve monitoring publicly available advertising and marketing content and processing limited business-identifying information about Monitored Entities, such as business names, business locations, URLs, account handles, and business contact information. The Services are not intended to receive or process consumer datasets, consumer personal information, employee or applicant records, authentication credentials, or sensitive personal information. Customer will provide only information reasonably necessary for the Services and will not provide Simantel any personal information other than ordinary business-identifying or business contact information unless Simantel expressly agrees in writing. Without limiting the foregoing, Customer will not provide government identification numbers, financial account information, health information, biometric data, precise personal geolocation information, or other sensitive personal information.

5. Methodology of Performance

5.1 Simantel Methods. Simantel determines the means, methods, tools, models, data sources, workflows, personnel, and frequency by which it performs the Services, including automated collection and analysis of content using CampaignTrace. Simantel may modify, replace, upgrade, or discontinue any technology, AI model, algorithm, data source, methodology, workflow, or third-party service used to perform the Services from time to time without notice, provided that the change does not materially reduce the overall Services expressly described in the applicable Order Form.

5.2 Access Methods. Simantel may collect Collected Content through browser-based collection, APIs, third-party data services, search tools, and other manual or automated means that Simantel determines appropriate. Simantel is not required to access non-publicly accessible sources or use Customer or Monitored Entity credentials. Simantel will not knowingly circumvent authentication controls, passwords, or paywalls in a manner prohibited by applicable law. Simantel does not warrant that its access to or collection from a Third-Party Platform will comply with that platform’s contractual terms applicable to Customer or a Monitored Entity. Customer may authorize additional access methods or sources in writing, and any resulting requirements or limitations may be addressed in the applicable Order Form.

5.3 Third-Party Platforms and Sources. The Services may depend in part on the availability, functionality, content, data, APIs, advertising libraries, search functionality, and other services made available by third parties, which may include Meta platforms, Google services and advertising transparency libraries, social media platforms, online marketplaces, search engines, and similar sources (collectively, “Third-Party Platforms”). Simantel does not control any Third-Party Platform. Third-Party Platforms may change their availability, content, format, ranking, indexing, accessibility, APIs, technical controls, or terms, and may block, limit, restrict, delay, omit, modify, or discontinue access to content or data. Simantel does not guarantee access to any particular Third-Party Platform, Monitored Channel, or item of data, continued availability of any source, or complete coverage. Simantel may modify its collection methods, use alternative data sources, substitute reasonably comparable sources or methods, or reduce or discontinue collection from an affected Third-Party Platform.

5.4 Discretion to Decline. Simantel may decline to collect, or discontinue collection of, content from any source if Simantel reasonably determines that continued collection could violate applicable law or third-party rights or create material legal, technical, security, privacy, reputational, or operational risk. Simantel will notify Customer if doing so materially reduces the scope of the Services.

5.5 Retention. Simantel may retain Collected Content for as long as needed to perform the Services and for up to 24 months afterward for record-keeping, dispute resolution, security, compliance, and improvement of the Simantel Technology. Simantel may retain Aggregated Data, de-identified data, model parameters or other model artifacts that do not identify Customer or a Monitored Entity, security and audit logs, and information contained in routine backups for longer periods. Simantel may also retain information to the extent required by law or reasonably necessary to establish, exercise, or defend legal claims. Subject to the foregoing, Simantel will delete or de-identify Collected Content after the applicable retention period.

6. AI Tools

6.1 Authorization. Customer authorizes Simantel to use AI Tools, including AI Tools provided by third parties, to collect, classify, analyze, compare, and summarize Customer Content and Collected Content and to generate Reports.

6.2 Improvement, Evaluation, and Training. Customer grants Simantel a non-exclusive, worldwide, royalty-free license  to use Customer Content and Collected Content to operate, secure, test, evaluate, and maintain the Services and Simantel Technology, to train, fine-tune, evaluate, test, develop, and improve the Simantel Technology, including AI Tools, and Simantel’s products and services. Simantel may create Aggregated Data from Customer Content, Collected Content, usage information, and Reports, and may use such Aggregated Data on a perpetual basis. Simantel will not use Customer’s Confidential Information in a manner that identifies Customer to another customer and will not include Customer’s trademarks in any Report or deliverable provided to another customer.

6.3 Third-Party AI Providers. Simantel may transmit Customer Content and Collected Content to third-party AI providers and other technology providers to the extent reasonably needed to perform, secure, test, or support the Services. Simantel will use commercially reasonable contractual and technical safeguards appropriate to the nature of the information transmitted.

6.4 Nature of AI and Analytical Output. Customer acknowledges that Reports may be generated, in whole or in part, with the assistance of AI Tools, which may be part of Simantel Technology or licensed from third parties. Such technologies may produce inaccurate, incomplete, inconsistent, or otherwise unreliable results. Reports are intended to assist Customer’s review and decision-making and should not be relied upon as the sole basis for any legal, compliance, enforcement, or other material business decision. Customer is responsible for independently reviewing and validating material findings before relying upon or acting on them and assumes the risk associated with its use of and reliance on Reports.

7. Fees and Payment

7.1 Fees. Customer will pay the fees stated in each Order Form (“Fees”). Simantel will invoice Fees in the frequency set forth in the Order Form, and Customer will pay each invoice in U.S. dollars by ACH or check within 30 days after the invoice date, unless the Order Form specifies a different payment method. Simantel may invoice additional Monitored Entities, Monitored Channels, monitoring volume, reprocessing, custom analysis, customer-requested changes, or other work outside the scope or assumptions of the applicable Order Form at the rates stated in that Order Form or, if none are stated in such Order Form, at Simantel’s then-current rates.

7.2 Late Payment. Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower, from the due date until paid. Customer will reimburse Simantel’s reasonable costs of collecting overdue amounts, including attorneys’ fees.

7.3 Disputed Invoices. Customer must notify Simantel in writing of any good-faith invoice dispute within 15 days after the invoice date, stating the basis in reasonable detail, and must timely pay all undisputed amounts. Invoices not disputed within that period are final.

7.4 Taxes. Fees exclude all sales, use, value-added, withholding, and similar taxes. Customer will pay all such taxes, except taxes on Simantel’s net income.

7.5 No Refunds. Order Forms are non-cancellable and Fees are non-refundable, except as expressly stated in the Agreement.

8. Intellectual Property

8.1 Simantel Technology. Simantel and its licensors own all right, title, and interest in the Simantel Technology. The Agreement grants Customer no right or license in the Simantel Technology.

8.2 Customer Content. As between the parties, Customer owns the Customer Content. Customer grants Simantel a non-exclusive, worldwide, royalty-free license to use, copy, modify, display, and otherwise process Customer Content to perform the Services and as permitted by these Terms.

8.3 Reports. Upon payment of the applicable Fees, Simantel grants Customer a perpetual, non-exclusive, non-transferable license to use, copy, and distribute the Reports for Customer’s internal business purposes, including sharing them with Customer’s Affiliates, professional advisors, and the applicable Monitored Entities concerned to enforce Customer’s brand standards. Customer will not use, permit access to, or disclose Reports for the purpose of developing, training, validating, benchmarking, evaluating, or improving any product, service, model, or system that competes with the Services or Simantel Technology, or to reverse engineer or derive Simantel’s methodologies, models, scoring logic, or workflows.

8.4 Collected Content. Collected Content may be owned by Monitored Entities or other third parties. Simantel does not represent or warrant that Customer has any right to reproduce, distribute, publicly display, or otherwise use Collected Content included in a Report, and Customer is solely responsible for determining whether its use of such Collected Content is permitted by applicable law and third-party rights.

8.5 Aggregated Data. Simantel owns all right, title, and interest in Aggregated Data, subject to Customer’s ownership of Customer Content, and may use and disclose Aggregated Data as described in Section 6.2.

8.6 Feedback. Simantel may use any suggestions or feedback that Customer provides about the Services or Simantel Technology without restriction, obligation, or compensation to Customer.

9. Confidentiality

9.1 Definition. “Confidential Information” means non-public information that one party (“Discloser“) discloses to the other (“Recipient“) in connection with this Agreement, whether disclosed orally, in writing, electronically, or by any other means, that is marked or identified as confidential, proprietary, or with a similar legend, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Content (other than publicly available Customer Content) and the findings in Reports concerning Customer’s Monitored Entities. Simantel’s Confidential Information includes the Simantel Technology, Simantel’s pricing, the terms of each Order Form, and Simantel’s methodologies, algorithms, models, and analytical techniques.

9.2 Exclusions. Confidential Information excludes information that (a) is or becomes public through no fault of Recipient, (b) Recipient knew before receiving it without a duty of confidentiality, (c) Recipient receives from a third party without a duty of confidentiality, or (d) Recipient develops independently without using Discloser’s Confidential Information. Publicly available Collected Content is not Confidential Information.

9.3 Obligations. Recipient will use Discloser’s Confidential Information only to perform its obligations or exercise its rights under the Agreement. Recipient will protect it with at least reasonable care and disclose it only to its and its Affiliates’ employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section 9. Recipient is responsible for any breach of this Section 9 by those persons.

9.4 Compelled Disclosure. Recipient may disclose Confidential Information when required by law, subpoena, or court order, if it gives Discloser prompt notice (where legally permitted) and reasonable assistance, at Discloser’s expense, in seeking a protective order.

9.5 Duration. These obligations continue for three years after the Agreement ends, and for trade secrets, for as long as they remain trade secrets under applicable law.

9.6 Return or Destruction. On Discloser’s written request after the Agreement ends, Recipient will delete or return Discloser’s Confidential Information. Recipient may retain copies in routine backups, as required by law and as permitted by these Terms and Simantel may retain those items as contemplated by Section 5.5.

9.7 Equitable Relief. A breach of this Section 9 may cause irreparable harm for which damages are inadequate. Discloser may seek injunctive relief without posting bond, in addition to any other remedy.

10. Warranties and Disclaimers

10.1 Mutual. Each party represents and warrants that it has the authority to enter into the Agreement and will comply with laws applicable to its performance under it.

10.2 Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, THE SERVICES AND REPORTS ARE PROVIDED “AS IS,” AND SIMANTEL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WITHOUT LIMITING THE FOREGOING, SIMANTEL DOES NOT WARRANT THAT (A) REPORTS WILL BE COMPLETE, TIMELY, CONTINUOUS, OR ERROR-FREE OR WILL IDENTIFY EVERY POTENTIAL NONCONFORMITY, (B) ANY MONITORED CHANNEL, COLLECTED CONTENT, LISTING, ACCOUNT, OR DATA SOURCE WILL BE AVAILABLE, ACCESSIBLE, INDEXED, CURRENT, OR REMAIN AVAILABLE AFTER COLLECTION, (C) MONITORING WILL OCCUR CONTINUOUSLY OR IN REAL TIME UNLESS AN ORDER FORM EXPRESSLY STATES OTHERWISE, (D) REPORTS, OUTPUTS OF AI TOOLS OR OTHER AUTOMATED ANALYSES WILL BE ACCURATE OR CONSISTENT, OR (E) THE SERVICES WILL BE USEFUL OR OTHERWISE MEET CUSTOMER’S NEEDS. REPORTS ARE NOT LEGAL ADVICE, AND SIMANTEL DOES NOT DETERMINE WHETHER ANY MONITORED ENTITY HAS BREACHED ANY CONTRACT OR VIOLATED ANY LAW.

11. Indemnification

11.1 By Simantel. Simantel will defend Customer against any third-party claim alleging that any Report format as delivered by Simantel infringes a United States patent or copyright or misappropriates a trade secret, and will pay the damages and costs finally awarded against Customer, or agreed by Simantel in settlement, on that claim. Simantel has no obligation for any claim arising from (a) Customer Content, (b) Collected Content, (c) Simantel’s compliance with Customer instructions, (d) combination of Reports with anything Simantel did not provide, (e) modification to Reports not made by Simantel, or (f) use of Reports in breach of these Terms. If such a claim is made or appears likely, Simantel may modify the affected Reports, obtain a license to continue, substitute functionally comparable deliverables, or terminate the affected Services and refund prepaid Fees for the unused portion. This Section 11.1 states Simantel’s entire liability, and Customer’s exclusive remedy, for infringement and misappropriation claims.

11.2 By Customer. Customer will defend Simantel and its Affiliates, officers, employees, contractors, licensors, and service providers against any third-party claim, including any claim by a Monitored Entity or an operator of a Monitored Channel, arising from or relating to (a) Customer Content, (b) monitoring, collection, copying, retention, analysis, or reporting performed in accordance with Customer’s designations, instructions, criteria, or requested scope, (c) Customer’s failure to obtain the rights, approvals, or consents required for Simantel to perform the Services, (d) Customer’s use or disclosure of Reports in violation of these Terms or applicable law, (e) any notice, audit, enforcement action, discipline, termination, demand, or other action taken by Customer based on or in connection with a Report, or (f) any dispute between Customer and any Monitored Entity or Third-Party Platform. Customer will pay the damages and costs finally awarded against Simantel, or agreed by Customer in settlement, on that claim.

11.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement, and provide reasonable cooperation at its expense. The indemnifying party may not settle any claim in a way that admits fault by, or imposes a non-monetary obligation on, the indemnified party without its prior written consent. The indemnified party may participate with counsel of its choice at its own expense.

12. Limitation of Liability

12.1 Excluded Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMANTEL IS NOT LIABLE FOR LOSSES, LIABILITIES, PENALTIES, FINES, DAMAGES, OR CLAIMS ARISING FROM CUSTOMER’S DECISION TO ACT OR NOT ACT ON A REPORT, CUSTOMER’S ENFORCEMENT OF ITS AGREEMENTS OR POLICIES, OR THE LOSS OR IMPAIRMENT OF ANY FRANCHISE, DEALER, DISTRIBUTOR, LICENSEE, EMPLOYEE, CONTRACTOR, CUSTOMER, OR OTHER BUSINESS RELATIONSHIP.

12.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE UNDER THE ORDER FORM GIVING RISE TO THE LIABILITY DURING THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

12.3 Excluded Claims. “Excluded Claims” means (a) Customer’s obligation to pay Fees, (b) either party’s indemnification obligations under Section 11, and (c) a party’s fraud or willful misconduct.

12.4 Application. These limitations apply to all causes of action, whether in contract, tort (including negligence), or otherwise, and apply even if a limited remedy fails of its essential purpose. The parties agree that these limitations reflect an informed allocation of risk and are an essential basis of the bargain.

13. Term and Termination

13.1 Term. These Terms remain in effect for as long as any Order Form is in effect.

13.2 Order Form Term; Automatic Renewal. Each Order Form begins on its effective date and continues for the initial term stated in it. Unless the Order Form states otherwise, each Order Form will automatically renew for successive 12-month terms unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term.

13.3 Termination for Cause. Either party may terminate an Order Form by written notice if the other party (a) materially breaches the Agreement and fails to cure the breach within 30 days after receiving written notice of it, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within 60 days.

13.4 Suspension. Simantel may suspend the Services, in whole or in part, immediately or on notice as reasonably practicable, (a) if any undisputed amount is more than 15 days overdue after Simantel gives written notice, (b) if Customer breaches these Terms, (c) if a Monitored Channel, Third-Party Platform or other platform operator, data provider, AI provider, or other third party objects to or restricts the activities needed to perform the Services, or (d) if Simantel reasonably determines that continuing to perform would violate law or a third party’s rights or expose Simantel or its providers to material legal, security, technical, or reputational risk.

13.5 Effect of Termination or Suspension. On termination or expiration of an Order Form, Customer will pay all Fees accrued through the effective date. If Customer terminates for Simantel’s uncured material breach, Simantel will refund prepaid Fees for the unused portion of the terminated Services. If Simantel terminates for Customer’s uncured breach, all Fees for the remainder of the then-current term become immediately due. Except where the Agreement expressly provides otherwise, suspension of the Services, Customer’s inability or failure to use the Services, or the unavailability of a particular Monitored Channel does not relieve Customer of its payment obligations.

13.6 Survival. Sections 1, 4.2, 4.3, 4.4, 5.5, 6.2, 6.4, 7, 8, 9, 10.2, 11, 12, 13.5, 13.6, and 14 survive termination or expiration.

14. General

14.1 Governing Law; Venue. The Agreement is governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules. The state and federal courts located in Peoria County, Illinois have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each party consents to their personal jurisdiction. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY SUCH DISPUTE.

14.2 Changes to These Terms. Simantel may update these Terms by posting a revised version where these Terms were originally posted with a new “Last Updated” date. A revised version applies to Order Forms executed, and renewal terms beginning, after its posting date. The version in effect when an Order Form was executed or last renewed governs that Order Form for its then-current term, except that Simantel may make changes required by law effective on written notice to Customer.

14.3 Assignment. Customer may not assign or transfer the Agreement, in whole or in part, without Simantel’s prior written consent. Simantel may assign or transfer the Agreement, in whole or in part, without Customer’s consent to an Affiliate or in connection with a merger, acquisition, financing, corporate reorganization, sale of equity, or sale of all or substantially all of the assets or business to which the Agreement relates. Any prohibited assignment is void. Subject to the foregoing, the Agreement binds and benefits the parties and their permitted successors and assigns.

14.4 Force Majeure. Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including changes to, blocking by, or outages of Monitored Channels, internet or hosting failures, outages of third-party providers, changes in law, labor disputes, natural disasters, pandemics, and acts of government, war, or terrorism.

14.5 Publicity. Simantel may identify Customer as a customer and use Customer’s name and logo in customer lists, presentations, case-studies, and marketing materials. Customer may withdraw this permission prospectively on 30 days’ written notice. Withdrawal does not require Simantel to recall, destroy, or modify materials created, published, distributed, or committed for publication before the effective date of withdrawal.

14.6 Notices. Notices to Simantel must be sent to campaigntrace@simantel.com and to the address in the Order Form. Notices to Customer will be sent to the contact in the Order Form. Notices of breach, termination, or an indemnifiable claim must be sent by email and by nationally recognized courier. Notices are effective on receipt.

14.7 Independent Contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, or fiduciary relationship.

14.8 Limitation Period. Except for claims to collect Fees, no action arising out of or relating to the Agreement may be brought more than one (1) year after the cause of action accrues.

14.9 Entire Agreement. The Agreement, including any documents incorporated by reference, is the parties’ entire agreement on its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations. Customer has not relied on any statement not expressly set out in the Agreement. Any amendment must be in a writing signed by both parties, except as permitted by Section 14.2. Order Forms may be executed electronically.

14.10 Miscellaneous. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. A waiver is effective only if in writing, and no failure or delay in exercising a right is a waiver. Headings are for convenience only.

14.11 Non-Exclusivity. The Agreement is non-exclusive. Simantel may provide services that are the same as or similar to the Services to any other person, including Customer’s competitors and other participants in Customer’s industry, and may independently develop or commercialize products, services, methods, and technology that are similar to or compete with Customer’s products or services, provided that Simantel does not disclose or use Customer’s Confidential Information except as permitted by the Agreement.

14.12 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in the Agreement confers any rights or remedies on any person or entity other than the parties.