Terms of service

Terms of Service

Updated November 21, 2023

Please read these Terms of Service (“Terms”) carefully as they form a contract by and between SIMSORT, LLC, a Wisconsin limited liability company (referred herein as “We”, “Us”, “Our” or related capitalized terms) and You, Your Affiliates, Users and Residents.

By accessing, downloading, or using the Software, You are agreeing to be bound by these Terms.  If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Us that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms, “You”, “Your”, or related capitalized terms used herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not access or use the Software or System.

YOU MUST ACCEPT AND AGREE TO BE BOUND BY ALL OF THE CONDITIONS IN THESE TERMS, INCLUDING YOUR RESPONSIBILITIES, PAYMENT TERMS, PRIVACY POLICY, LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS AND OTHER DISCLAIMERS, BEFORE YOU USE THE SIMSORT PORTAL WEBSITE OR THE SIMSORT SYSTEM.

  1. Description of Products and Services. We have developed an inventory management system (“System”) which consists of a Computer or Smartphone, a Radio Frequency Identification (RFID) scanner, and small RFID labels or tags (hardware herein collectively the “Equipment”), as well as a software applications (collectively the “Software”) to operate the Equipment, which utilize Internet-based services available for a subscription-based fee (“Paid Services”).
  2. License Terms. For value received, We hereby grant You a limited, non-exclusive, non-transferable license to use the Software and Documentation in object code form solely for use in the Equipment, subject to the conditions of these Terms. You acknowledge and agree that the Software and Documentation is proprietary to Us and that these Terms grant You no title or right of ownership in the Software and Documentation excepting that use outlined in these Terms.
  3. Your Responsibilities.
    1. Administration. Your user accounts are administered through the SimSort customer access portal and SimSort smartphone application. You are responsible to assign responsible, authorized individual(s) to administer the Equipment and Software. You are responsible for administration of user accounts and access including (i) adding, removing and modifying access for users associated with Your account; (ii) administrator information and access; (iii) billing information including keeping a valid Credit Card(s) or other form of payment accepted by Us (“Method of Payment”) on file; and (iv) other information including assignment of locations and items created within the Software.
    2. Security. You are responsible for all activity that occurs under Your account, including any activity by unauthorized users. You must safeguard the confidentiality of passwords and login information. If You become aware of any unauthorized access to Your account, You shall notify Us immediately at help@simsort.com. Unless so notified, We assume that any updates, changes, or activities performed in the software are done so with Your full authorization.
    3. Content. By uploading content (including, but not limited to, photographs, names of individuals, names of items, and item details) to the Software, You grant Us an unrestricted license to use the content for the purpose of operating the Software within the System. You represent and warrant to Us that (i) You have all necessary rights to distribute such content, either because You are the author of the content and have the right to distribute the content, or because You have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the content, and (ii) You do not violate the rights of any third party. Further, You hereby indemnify Us for any rights violations which may occur by the act of Us distributing said content within the System on Your behalf.
    4. Tracking of Persons. We do not calculate or record any geolocation data regarding the location of Equipment or identified RFID Labels attached to items, or individuals wearing, carrying or using those items. Items scanned by the System are logged in Our database as having been scanned along with the name of the scanner. Names of the scanners, locations, and items are provided by You. As such, You are responsible for following all applicable laws, regulations and policies regarding tracking of individuals when configuring System identifiers including but not limited to Location or Resident names, Equipment identifiers, etc. Your acceptance of these Terms indicates Your acceptance of this responsibility and your indemnification of Us related to adherence of these laws, regulations and policies.
  4. Changes to the Software and System. We may update the System from time to time and You may receive notifications of such upgrades, enhancements or updates (“Updates”). Any new or modified features added to, augmenting, or otherwise modifying the System are also subject to these Terms. We reserve the right to deploy Updates at any time. We also retain the right to terminate specific features of the System, the System itself, or services related to the System at any time. We will make good faith effort to provide sixty (60) days’ notice whenever possible of such terminations.
  5. Billing, Plan Modification and Payments.
    1. Paid Services. Use of the Software is a Paid Service provided by Us, requiring Your monthly subscription based on the tier of service (Monthly Subscription) specified by You.
    2. Automatic Renewal. To ensure uninterrupted service, recurring Paid Services are automatically renewed. This means that unless You cancel a Paid Service before the end of the applicable subscription period it will automatically renew. You hereby authorize Us to use the Method of Payment We have on record to collect the then-applicable subscription fee as well as any applicable Taxes. Paid Services are renewed monthly on the recurring calendar day of the month on which they were originally purchased, or the next calendar day (e.g., monthly purchases made on the 31st will reoccur on the 31st or 1st in the event a month does not have 31 days.)
    3. Management of Licenses. Resident Software Licenses (Monthly Subscription) are managed by You in the Software. Reductions to the Software license tier will be reflected in the next monthly billing cycle. Increase of Software license tier may be billed immediately to Your Method of Payment on a pro-rated basis that corresponds with Your monthly billing cycle and then be renewed on a monthly basis according to Your subscription provisions.
    4. Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all fees are exclusive of applicable federal, provincial, state, local or other taxes, fees, or charges now in force or enacted in the future (“Taxes”). You are responsible for payment of all applicable Taxes relating to Your use of Our System, your payments, or your purchases.
    5. Cancellation. You may cancel Your subscriptions for licenses at any time through the Software. In such case, subscription auto-renewal will be cancelled immediately and access to system features will expire at the end of the previously paid billing cycle. See Section 6 for Our Data Retention policies.
    6. Fee Changes. We may increase or decrease fees for any Software subscription effective the first day of a billing renewal by giving You prior notice of at least sixty (60) days. If You do not cancel Your subscription prior to the fee change, You will be deemed to have accepted the new fees.
    7. Payment Failure. If Your payment fails or Paid Services are otherwise not paid for on time, We may immediately cancel or revoke Your access to the Software. If You contact Your bank or credit card company to decline or reverse the charge of fees for Paid Services, We may revoke your access to our System in general, and in this case Our Data Retention policy as stated in Section 6 will not apply.
    8. Refunds. While You may cancel a Paid Service at any time, refunds are issued at our sole discretion, unless otherwise required by applicable law.
  6. Data Retention. Data for Entities that do not have active Paid Services and archived data for items will be retained for a minimum of twelve (12) months after de-activation.
  7. Data Privacy and Security.
    1. Data Security. Our cloud-based database is hosted with a major services provider who aligns security settings and standards to industry best practices, including the US Department of Health and Human Services’ HIPAA Security Rules for electronic Personal Health Information data. We assume no responsibility for the unauthorized disclosure of protected health care information unless such disclosure is caused by the willful conduct or gross negligence of Us.
    2. Access of Confidential Information. The data entered or uploaded by You into Our database is regularly available only to You and Your users through Our System. From time to time Our team and assigned agents may access this data, for the purposes of providing Software support, Software development or System maintenance, or other purposes stated in this Section. If Your policies and/or relevant regulations require Business Associate Agreements (BAA) between You and Us due to these Terms You are responsible to inform Us prior to Your implementation of the System.
    3. Anonymized Data. We reserve the right to generate anonymized data on System use, patterns and behaviors, including the data entered or uploaded by You.
  8. Warranties and Disclosures.
    1. Limited Equipment Warranty. To the best of Our knowledge all equipment provided by Us is warranted by its manufacturer. Any warranty provided and/or administered by Us is done as a convenience to You and does not imply responsibility for any product claims or liability of any kind that should be the reasonable responsibility of the manufacturer.
    2. Warranty Period and Replacement Policies. Warranty Replacement products will be of the same make and model whenever possible, or in the event a product is no longer available, the best equivalent or replacement product determined at Our discretion. System components purchased through Us are warranted as follows:
      1. Turck PD20 RFID Scanners are warranted for a period of twelve (12) months from the date of purchase. In cases where We determine a product claim qualifies for warranty replacement, We will provide a replacement unit for the returned defective unit. Replacement units may be new, used and/or refurbished, at Our sole discretion.
      2. Smartphones. We will provide replacement for units determined to be dead on arrival (“DOA”) if notified within thirty (30) days of purchase.
      3. RFID Tags. We will provide replacement for units determined to be dead on arrival (DOA) if notified within thirty (30) days of purchase.
    3. Initiating Warranty Claims. To make a warranty claim, contact Us through email to support@simsort.com.
    4. Limitations. The foregoing warranty does not extend to problems in the System that result from: (i) Any use of the System in a manner for which it was not designed or as not authorized under these Terms; or (ii) any use of the System with other products, hardware or products not supplied by Us, and/or use inconsistent with the documentation provided by Us. We do not warrant that the system will operate without interruption or will be error-free, or that all errors may be corrected. Except as set forth in this Section, our sole liability, and your sole remedy, for breach of this warranty or these Terms will be, at our sole discretion, repair or replacement of the product, or, if neither of the foregoing are reasonably available, a refund of the amount you paid for the Product.
    5. Disclosure Regarding RFID Interference and Medical Device Safety. Our System only uses RFID devices in the Ultra High Frequency (UHF) radio spectrum, which to Our knowledge and belief have been tested by third-party laboratories and found to have no interference with pacemakers and implantable cardiac devices (ICDs). WE HAVE NOT TESTED AND DO NOT CERTIFY THESE RESULTS. Further, We are aware and hereby disclose to You that third-party laboratory testing has shown that UHF RFID systems can cause interference with non-implantable Infusion Pumps and AED devices if used within 1.4 meters (~5 feet) of the device. YOU ACCEPT ALL RESPONSIBILITY FOR SYSTEM USE IN ENVIONMENTS WHERE MEDICAL DEVICES ARE PRESENT. More information about RFID and medical devices can be found at the FDA’s web site.
    6. Expressed and Implied Warranties. Except as expressly provided in this agreement, We make no other warranties, either express or implied, regarding the equipment, program and the documentation, including without limitation as to their merchantability or fitness for any particular purpose.
  9. Intellectual Property Rights.
    1. Ownership. Except for the rights granted to You under Section 2 and this Section 9, all rights, title and interest in and to all Our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights in or related to the System (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us. We claim no intellectual property rights over the content You upload or provide to the System, excepting those detailed in these Terms.
    2. Your Grant of License to Us. You hereby grant Us a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the System or otherwise use any suggestions, enhancement requests, recommendations, endorsements, ratings, reviews or other feedback We receive from You. You also grant us rights as detailed in Sections 3, 7, and any other rights detailed in these Terms.
  10. Amendments to These Terms. We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. By continuing to access or use Our System after any revisions become effective, You agree to be bound by the revised Terms.
  11. Headings and Governing Law. The headings used in these Terms are inserted solely for purposes of identifying the various section or subsection contained herein and are for the convenience of the parties hereto. These Terms shall be governed by the laws of the State of Wisconsin without reference to principles of conflict of law.
  12. Liability Disclaimer. You hereby acknowledge that We shall not have any liability of any kind to You or any persons receiving services, care or treatment by You, or Your agents and assigns, with respect to misuse of the Product or use outside of the intended purposes.
  13. Indemnification. You shall, at Your sole expense and cost, release, defend, indemnify and hold Us harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature to the extent such relate to or arise out of the use and application of the System except as otherwise stated herein. To the extent that state or federal law limits the terms and conditions of this Section, it shall be deemed so limited to comply with such state and federal law. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of these Terms.