Terms of Use

Effective: May 17th, 2022

1. Acceptance.

These Terms of Use (“Terms”) are entered into between SimplyIOA and you and any company you represent (collectively referred to hereafter as “You”), as the user of the SimplyIOA API Portal (the “API Portal”), with respect to Your or Your company’s use of SimplyIOA APIs and API Portal. The API Portal may include licensed products, data, and services provided by suppliers to SimplyIOA as well as products, data, and services owned by SimplyIOA. If You do not agree with the Terms, You must discontinue all access to and use of the SimplyIOA API Portal and our APIs. You agree that these Terms govern Your use of the API Portal and You are deemed accept the Terms by (a) clicking the “Accept” button when you access the API Portal or otherwise create or access your account (b) using the API Portal; (c) or using our APIs.

2. API and API Portal.

Subject to Your compliance with the Terms, SimplyIOA hereby grants you a limited, non-exclusive, non-assignable, non-transferable, revocable-at-any-time license to use the SimplyIOAs APIs to develop, test, support, and use Your application and access our API Portal. You may only use the API Portal for the purposes for which You are being provided access. This may include utilizing application programming interfaces or other software (“API”), using data or computer networks made available by SimplyIOA through the API Portal, developing, testing, or supporting Your application, and allowing other users to use your integration of the SimplyIOA APIs within Your application.. Subject to Your compliance with the Terms and API Policies, SimplyIOA hereby grants you a limited, non-exclusive, non-assignable, non-transferable, revocable-at-any-time license to use the SimplyIOA data available through the APIs and API Portal to integrate your product, service, or application with our APIs for your internal business purposes and to develop and provide your products or services for your customers, but for no other purpose. All rights not expressly set forth herein are hereby reserved.

3. API Portal and Your Content.

You may use the API Portal and the APIs made available to use solely in accordance with any instructions from SimplyIOA or documentation related to the APIs and otherwise in accordance with these Terms. SimplyIOA, or as applicable, its suppliers or licensors, owns all software, APIs, documentation, material, data, or property (“SimplyIOA Material”) . Your use of any SimplyIOA Material is subject to these Terms. For all data or material that You submit to SimplyIOA through our API and API Portal(“Your Content”), You hereby grant SimplyIOA a perpetual, irrevocable, non-exclusive, assignable, transferable, worldwide, and fully paid-up and royalty-free license to use, host, store, modify, communicate, and publish Your Content for commercial and non-commercial purposes, including, without limitation, as a part of providing You with the APIs or API Portal; providing You or others with SimplyIOA products or services; improving or developing SimplyIOA products, services, APIs, or API Portal. Unless otherwise specified in separate agreement between SimplyIOA and You or as may be set forth in the API Policies, SimplyIOA retains all ownership of all data stored in or provided by the APIs, made available hereunder. Your use of any SimplyIOA data will be limited to use solely related to the use of the API will comply with the Terms and the API Policies.

4. Representations and Warranties.

You represent and warrant to SimplyIOA that:

a. You have all right, title, and interest to license Your Content to SimplyIOA,

b. Your Content does not violate, infringe upon, or misappropriate a third party’s intellectual property or proprietary rights or breach any contract with a third party or otherwise violate applicable laws,

c. Your Content will not contain any disabling device or any malware or other software routine, scripts, or code that could cause (i) unauthorized access to equipment, systems or data, (ii) unauthorized disclosure of data, (iii) unauthorized deletion of data, or (iv) disabling or otherwise harming API Portal;

d. You have the power and authority to enter into the Terms;

e. You have the power and authority to bind your company or entity;

f. You are in compliance with the Terms; and

g. You are in compliance with applicable laws.

5. Payment.

SimplyIOA does not currently charge a fee for creating an API Portal account or accessing or using our APIs; however, SimplyIOA may do so in the future.

6. Use of APIs.

Unless specifically set forth in the applicable API Policy, You are not permitted to do, or attempt to do, any of the following:

a. Assign, transfer, sell, or license any rights granted to You herein to any third party;

b. Disable, deactivate, interfere with, modify or circumvent any security protocols, systems, passwords, access controls, technologies, features, functionality or methodologies associated with the SimplyIOA Network or the APIs;

c. Defeat, remove, deactivate or otherwise circumvent any protection mechanisms for the SimplyIOA Network or the APIs;

d. Upload, transmit, link to, or publish any illegal, threatening, abusive, defamatory, libelous, deceptive, unfair, obscene, or offensive data or content to the APIs or the SimplyIOA Network;

e. Upload, transmit, link to, or publish any material which could be used to exploit or harm minors or others, containing sexual or pornographic content, pertaining to gambling, or advocating intolerance of other individuals;

f. Transmit, communicate, propagate, or introduce any virus, malware, malicious or destructive code, software, files, systems, denial of service attack, or otherwise;

g. Send or transmit any unsolicited, illegal, or unpermitted communications, marketing, advertising, spam, or otherwise;

h. Use the APIs, or information gained from access to the APIs, to migrate (or attempt to migrate) individuals or entities away from a SimplyIOA service or product, unless permitted in writing by SimplyIOA or except in connection with the use of the API by Your application;

i. Create copies of any data You access or obtain through use of the APIs, by scraping, building databases, or otherwise, unless such is necessary to enable Your application to be used in an intended manner;

j. Request more data than your application needs for its intended functionality;

k. Request, use, or make available data that was obtained by using the APIs beyond any permissions customers granted You in connection with using Your application;

l. Use your application to enable others to circumvent the need to obtain a license from SimplyIOA to use the application or service accessed through the API;

m. Misrepresent the need for others to obtain a license to use the product or service accessed through the API;

n. Hide a violation of these Terms through obscuring or altering the source of incoming queries or in any other manner;

o. Circumvent or attempt to circumvent any limits placed on Your use of the APIs by SimplyIOA;

p. Use the APIs for performance testing of Your application, unless permitted in writing by SimplyIOA;

q. Use the APIs, or data accessed or obtained from them, to discover or expose an actual or potential security vulnerability;

r. Use the APIs in any way that unreasonably increases the risk of a privacy or security violation for Your or our customers;

s. Post or transmit material that is confidential to You;

t. Post or transmit material that is confidential or proprietary to a third party, unless You have written permission from the third part to do so;

u. Access the API Portal from outside the United States of America;

v. Use the APIs in such a way that Your usage negatively affects the stability of the APIs or the manner in which other apps using the APIs behave;

w. Use a disproportionate amount of bandwidth;

x. Sell, resell, redistribute, transfer, assign, or license Your access to or use of the API Portal, charge a fee to access the API Portal, or otherwise provide the API Portal as a service bureau to any third parties;

y. Use the APIs or the SimplyIOA Network for any purpose or in any manner not permitted by applicable laws, including uploading, transmitting, linking to, or publishing material that violates any copyright, trademark, fair use, insurance, or financial disclosure laws;

z. Upload, transmit, link to, or publish an image unless You own the exclusive right to display the image in this context, and if the image is of a person, that you have their consent and have also verified confirmation that they are of legal age;

aa. Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, organizational form, or specifications of the APIs or the SimplyIOA Network, software, or system;

bb. Provide any permitted access codes, passwords, or security tokens or information to any third party, except as otherwise provided herein;

cc. Interfere with, disrupt or attempt to gain unauthorized access to SimplyIOA’s computer network or systems;

dd. Interfere with the operation of or disrupt the APIs or any other party’s use of the APIs or the SimplyIOA Network or systems or use the APIs in any way that could harm or damage SimplyIOA, the APIs, or anyone else’s use of the APIs; or

ee. Otherwise use the APIs for any purpose or in any manner not expressly permitted by the API Policies, these Terms, or by SimplyIOA in writing.

7. Confidentiality.

Your access to and use of the API Portal or any APIs contained therein may result in the access to or receipt of Confidential Information of SimplyIOA. Unless You have executed a separate written agreement with SimplyIOA that specifically governs the use and disclosure of this Confidential Information, the following applies to You:

a. You will use Confidential Information solely for the purposes for which such Confidential Information was provided (for example, solely related to your use of the API in accordance with its documentation) and for no other purpose.

b. You agree that all Confidential Information remains the property of SimplyIOA and neither these Terms nor the furnishing of any Confidential Information via the API Portal will be construed as granting any license or title to any patent, copyright, trademark or other proprietary right owned or controlled by SimplyIOA.

c. You will not allow access to or disclose Confidential Information to any third parties, except Your employees or agents who have a need-to-know the Confidential Information for the purposes for which such Confidential Information was disclosed (“Representatives”) and solely to provide services to You.

d. You will execute a confidentiality agreement with each Representative that contains nonuse and nondisclosure provisions no less restrictive than those provisions specified in these Terms.

e. At any time upon request, You will discontinue all access to and use of Confidential Information and return or destroy the Confidential Information as specified by SimplyIOA.

f. You will not use in advertising, publicity, or otherwise any name, trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the SimplyIOA or its affiliates or subsidiaries or its employees or agents. You will not represent, directly or indirectly, to any third party that any of Your products or services have been approved or endorsed by SimplyIOA.

g. “Confidential Information” means all information, data, software, documentation, content, designs, and materials that is made available to You or otherwise accessible through Your use of the API Portal. SimplyIOA exclusively owns Confidential Information. Confidential Information does not include any data or information which (i) was in Your lawful possession and owned by You prior to Your use of the API Portal, (ii) is later lawfully made available to You by a third party having no obligation of secrecy or confidentiality to SimplyIOA, (iii) is independently developed by You and not otherwise a derivative of SimplyIOA Confidential Information, or (iv) is or later becomes available to the public through no act or failure to act by You. Confidential Information includes, but is not limited to, SimplyIOA’s ideas, inventions, discoveries, techniques, processes, procedures, patterns, formulas, compilations, methods, devices, improvements, technical data and specifications, testing methods, research and development, computer programs and designs, products/pricing, costs, customer information, programs, systems, and/or other business strategies.

8. Use of Third-Party Service Providers.

Notwithstanding anything to the contrary herein, You may designate a third-party to use, consume, or process SimplyIOA API services on Your behalf, provided that You notify SimplyIOA in writing and the third-party accepts these Terms. SimplyIOA may release Confidential Information to a designated third-party and rely on the direction of a designated third-party as if the third-party were You. By releasing your username, password, or any other authentication or security measures required by SimplyIOA to a third-party, you are authorizing that person or entity to act and conduct transactions on your behalf, and You are fully responsible for any work performed or taken by such third party in connection therewith, including any actions taken in contravention of Your obligations of confidentiality and data security.

9. Suspension and Termination.

SimplyIOA may suspend, disable, remove, or terminate Your access to and use of SimplyIOA data, our APIs, API Portal at any time and for any reason in its sole discretion, including Your violating any of the API Portal Terms. SimplyIOA may do so without providing You notice of suspension or termination. Upon termination of Your access to the API Portal, all rights and licenses granted to You, including Your license to use our APIs and SimplyIOA data, will terminate immediately, and You shall promptly destroy copies of all documentation and data provided to You by SimplyIOA hereunder.

10. User IDs, Passwords, or Access Codes.

You may not share your user ID, password, or access codes (if any) with other users or with third parties, except as permitted by SimplyIOA in writing. You are responsible for Your use of Your user ID, password, and any access codes and any loss, theft, or unauthorized disclosure or use of your user ID, password, or access codes. You will immediately notify SimplyIOA in the event of any loss, theft, or unauthorized disclosure or use of any user ID, password, or access code, or if You have reason to believe that Your access to the API Portal is no longer secure for any reason. In the event that You and SimplyIOA establish federated identity access, You agree to implement Your own authentication, authorization, and identity management process for users, based on privacy laws and the concepts of least privileged and appropriate access. You shall be solely responsible to manage the authentication, authorization, and identity management process for all users.

11. Disclaimers of Warranties.

THE API, API PORTAL, SIMPLYIOA DATA, AND ALL PRODUCTS AND SERVICES PROVIDED THEREUNDER ARE PROVIDED TO YOU “AS-IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTIES OF ANY KIND. YOU ACCEPT ALL RISK OF LOSS ASSOCIATED WITH YOUR USE OF THE API, API PORTAL, SIMPLYIOA DATA. SIMPLYIOA HEREBY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, AND WARRANTY OF NON-INFRINGEMENT. SIMPLYIOA DOES NOT REPRESENT OR WARRANT THAT THE API, API PORTAL, SIMPLYIOA DATA, LINKED THIRD-PARTY WEBSITES WILL BE ACCURATE, COMPLETE, SECURE, ACCESSIBLE, AVAILABLE, OR UP TO DATE.

12. Limitation of Liability.

IN NO EVENT WILL SIMPLYIOA, ITS EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, AND/OR DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, NOMINAL, INCIDENTAL, LIQUIDATED, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR EXEMPLARY DAMAGES, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA AND/OR OTHER TANGIBLE AND/OR INTANGIBLE LOSSES). THIS LIMITATION ON LIABILITY APPLIES TO ANY AND ALL DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM OR OTHERWISE CAUSED OR CONTRIBUTED TO BY, THE TRANSMISSION OF VIRUSES INCLUDING, BUT NOT LIMITED TO, WEB SCRIPTING VIRUSES AND MULTIPARTITE VIRUSES, , EQUIPMENT FAILURE, FAILURE OF COMMUNICATION LINES, TELEPHONE OR OTHER INTEGREATED CIRCUITS, UNAUTHORIZED ACCESS, THEFT, OPERATIONAL ERRORS, STRIKES OR OTHER LABOR INCIDENTS AND/OR RELATED ISSUES, AND/OR ANY FORCE MAJEURE EVENT, DEFINED HEREIN AS ANY ACT, EVENT OR CONDITION THAT IS BEYOND THE REASONABLE CONTROL OF THE PARTY ASSERTING THE FORCE MAJEURE AND THAT WHOLLY OR PARTIALLY PREVENTS OR DELAYS THE PERFORMANCE OF ANY OF THE DUTIES, RESPONSIBILITIES OR OBLIGATIONS (EXCEPT, IN EACH CASE, FOR THE PAYMENT OF MONEY) OF THE PARTY ASSERTING THE FORCE MAJEURE. “FORCE MAJEURE” INCLUDES, BUT IS NOT LIMITED TO, ACTS OF GOD; AN ACT OF A PUBLIC ENEMY; CIVIL DISOBEDIENCE OR UNREST; LAWSUITS; INJUNCTIONS; LIGHTNING; FIRE; EXPLOSION OR OTHER SERIOUS CASUALTY; WATER DAMAGE; TERRORIST ATTACK (OR THREATS OR ATTEMPTS THEREOF); SHOOTING WITH MULTIPLE VICTIMS (OR THREATS OR ATTEMPTSTHEREOF); EPIDEMICS AND/OR PANDEMICS; STRIKES, LOCK-OUTS, BOYCOTTS OR OTHER LABOR DISPUTES (WITHOUT REGARD TO THE REASONABLENESS OF ANY PARTY’S DEMANDS OR ANY PARTY’S ABILITY TO SATISFY SUCH DEMANDS); ACCIDENT OR SABOTAGE; UNUSUALLY SEVERE WEATHER (INCLUDING HURRICANE, CYCLONE, EARTHQUAKE, TORNADO, LANDSLIDE OR FLOOD); WAR (WHETHER DECLARED OR NOT), OR THREATS THEREOF; BLOCKADES; EMBARGOES; CONDEMNATION OR OTHER TAKING BY THE ACTION OF ANY GOVERNMENTAL BODY ON BEHALF OF ANY PUBLIC, QUASI-GOVERNMENTAL OR PRIVATE ENTITY; ANY LOCAL, STATE OR FEDERAL GOVERNMENTAL AUTHORITY REQUIRED CLOSURE OR STOPPAGE IN BUSINESS OTHER GOVERNMENTAL ACTION OR CHANGE IN LAW; SHORTAGES OR FAILURES OF SOURCES OF LABOR, MATERIAL, ENERGY, FUEL, WATER, NETWORK OR CLOUD CONNECTIVITY OR OTHER VITAL UTILITY, EQUIPMENT OR TRANSPORTATION; OR ANY TARGETED TECHNOLOGICAL INTERFERENCE OR THE FAILURE OF TECHNOLOGY . SIMPLYIOA DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, ERRORS, OMISSIONS, AND CONDUCT OF ANY AND ALL THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE API, API PORTAL, SIMPLYIOA DATA, AND/OR ASSOCIATED PRODUCTS, SERVICES, AND/OR DOCUMENTATION. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE BASIS FOR THE CLAIM (WHETHER IN CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY), AND WHETHER OR NOT THE LOSS OR DAMAGE WAS FORESEEABLE, SIMPLYIOA KNEW OR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND/OR THE REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. SIMPLYIOA ASSUMES NO LIABILITY FOR THE MANAGEMENT AND/OR USE AND/OR STORAGE OF USERNAMES, PASSWORDS, TOKENS, AND/OR OTHER AUTHENTICATION MEASURES YOU MAY IMPLEMENT. SIMPLYIOA ASSUMES NO LIABILITY FOR SECURITY CODES WHICH HAVE BEEN LOST, STOLEN, OR SUBJECT TO UNAUTHORIZED ACCESS OR MISUSE.

13. Indemnification.

You agree to defend, indemnify, and hold harmless SimplyIOA and its subsidiaries and affiliates, and its and their employees, contractors, agents, officers, and directors, from and against any and all third-party claims, actions, causes of action, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorney’s fees) arising directly or indirectly out of or otherwise relating to: (i) Your access to and/or of and use of the API Portal; (ii) Your alleged or actual infringement and/or misappropriation of any SimplyIOA and/or any third-party intellectual property rights; (iii) Your breach of any of Your representations, warranties and/or obligations as set forth herein, including, but not limited to, those pertaining to security, privacy, and confidentiality; or (iv) Your negligent acts, errors, omissions, willful misconduct, breach of these Terms and Conditions herein, and/or violation of any and/or all applicable Federal, State, municipal laws, rules, regulations, codes, ordinances, or otherwise. In defense of any such third-party action, You agree to use counsel that is reasonably satisfactory to SimplyIOA. Any consent to the entry of a judgment or settlement entered into by You with respect to such third-party claims is invalid without SimplyIOA’s prior express written consent. Notwithstanding the foregoing, SimplyIOA may, in its sole discretion, choose at any point to take over the defense of such a claim at its own expense; however, any such action by SimplyIOA will not limit your indemnification obligations hereunder.

14. Privacy.

SimplyIOA’s Privacy Policy located at SimplyIOA.com/privacy, and explains how we collect, use and share visitor information. You shall comply with SimplyIOA’s privacy policy and SimplyIOA’s applicable product privacy notices. SimplyIOA may use Your personal information in accordance with its Privacy Policy. You shall keep your information relating to your API and API Portal account up to date.

15. Corporate Network Protection.

In the event that You are using, accessing, or connecting to the SimplyIOA Network, You shall have previously implemented and shall maintain a written information security program that contains administrative, technical, and physical safeguards to protect Confidential Information and personal information (collectively “Information”) that are no less rigorous than accepted industry practices including, without limitation, the National Institute of Standards and Technology’s Framework for Improving Critical Infrastructure Cybersecurity, the International Organization for Standardization and the International Electrotechnical Commission (ISO/IEC) 27000 family of standards, or other applicable industry standards for information security. Except as otherwise approved by SimplyIOA, Your access and connection to the SimplyIOA Network will be logistically separated from Your access and connection to any network of Your other service providers. Without unreasonable delay, but in no event longer than thirty (30) calendar days, You shall notify SimplyIOA of any security related incident You discover that may impact the SimplyIOA Network. You shall also take all appropriate steps to remedy the security related incident, to the degree possible, including cooperating with SimplyIOA. You shall notify SimplyIOA’s Privacy Office at 1-866-289-2323 (or any contact information specified by SimplyIOA in writing), of any unauthorized access to Information that compromises the security or confidentiality of such Information. You shall only allow users who have been authorized by SimplyIOA to use, access, or connect to the SimplyIOA Network. “SimplyIOA Network” means SimplyIOA’s corporate network, which includes but is not limited to all networks or systems owned or operated by SimplyIOA or on behalf of SimplyIOA, including public cloud based systems and networks, leased networks and circuits, co-located datacenter facilities, SimplyIOA owned system components and all connections and authorized accesses to those components.

16. Information Security Program.

You shall: (a) respond to SimplyIOA’s reasonable requests for information concerning your Information Security Program; (b) complete SimplyIOA’s information security risk management questionnaires upon request; and (c) reasonably address any applicable control deficiencies identified through the exchange of questionnaires and responses. To the best of Your knowledge, Your responses to questionnaires received will be truthful, accurate, current and complete.

17. Monitoring.

In order to ensure the quality of APIs and API Portal, improve its products and services, and verify Your compliance with these Terms, SimplyIOA may monitor usage of the APIs, including using your website and applications to identify security issues that could affect SimplyIOA, its users, or customers. You shall not to interfere with any such monitoring. If such interference occurs, SimplyIOA may use whatever technical means are needed to overcome the interference.

18. Updates.

You agree that SimplyIOA may update these Terms from time to time. Any update to these Terms may be made available via a link displayed on the API Portal log in screen or via an email sent to the email address you provided to SimplyIOA. These updates become effective upon posting. Your continued use of the SimplyIOA API, API Portal, or SimplyIOA data after any updates constitutes your acceptance of the updated Terms as of the “posted date” of the new Terms.

19. Additional Terms.

a. 21.1. Governing Law.

SimplyIOA operates the API Portal from its offices within the United States of America (“U.S.”). SimplyIOA does not represent that site content or APIs, the API Portal, or SimplyIOA data are appropriate or applicable for use in any other country, and access from any and all countries other than the U.S. may be strictly prohibited. You acknowledge and agree that You are accessing the API Portal on Your own initiative, at Your own risk, and are responsible for compliance with any and all applicable Federal, State, municipal laws, rules, regulations, codes, ordinances, or otherwise. These Terms are governed by and will be interpreted in accordance with the laws of the State of Florida, without giving effect to its conflict of laws provisions. The state and federal courts of Seminole County, Florida will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms. IN THE EVENT OF LITIGATION BETWEEN THE PARTIES, THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL.

b. 21.2. Compliance with Laws.

You shall comply with all applicable Federal, State, and municipal laws, rules, and regulations, codes, ordinances, or otherwise including any and all privacy laws related to any data or information you submit to the API Portal or otherwise receive from SimplyIOA by way of your access to the API Portal.

c. 21.3. Survival.

The titles used in these Terms are for reference purposes only. The following provisions will survive any termination or expiration of the Terms (and any suspension or termination of Your access to or use of API Portal): (3) API Portal and Your Content, (4) Use of APIs, (8) Confidentiality, (11) User IDs, Passwords, and Access Codes, (12) Disclaimers of Warranties and Liability, (14) Indemnification, and (21) Additional Terms.

d. 21.4. Severability, Assignment.

If any portion of these Terms is found to be unenforceable by a court of law, then the remaining sections of the Terms will remain in effect. You may not assign these Terms or assign, transfer or sublicense your rights, if any, in the API Portal.

e. 21.5. Waiver.

Failure by SimplyIOA, in any instance, to exercise any of its rights under these Terms will not constitute waiver of such right or any other rights under the Terms.

f. 21.6. Waiver of Class Action.

WITH RESPECT TO ANY DISPUTE WITH SIMPLYIOA OR OUR SERVICE PROVIDERS, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE OR THESE TERMS, YOU HEREBY GIVE UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY, AND/OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A MEMBER OR OTHERWISE IN AND/OR OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT AND/OR OTHER ACTION INVOLVING SUCH DISPUTE.

g. 21.7. Entire Agreement.

Except to the extent otherwise set forth herein, these Terms set forth the entire understanding between SimplyIOA and You with respect to Your access to, and use of, the API Portal and any content or data contained therein and supersedes all prior or contemporaneous understandings regarding such access and use. You must bring any claim arising out of or in connection with the Terms within one (1) year of the initial occurrence or event leading to the claim.