Terms of Service

1. Agreement to Terms

By accessing or using SimplicitySuite ("the Service"), you agree to these Terms of Service ("Terms"). If you disagree with any part of these Terms, you do not have permission to access the Service. If you have also executed a Master Services Agreement ("MSA") and related Statements of Work ("SOWs") with LayerEight Solutions LLC, those executed agreements control fees, professional services scope, intellectual property, confidentiality, data processing (including subprocessors), warranties, liability, indemnification, termination, transition, and dispute resolution for the services they cover, to the extent of any conflict with these Terms.

2. Description of Service

SimplicitySuite is a business operations platform providing CRM, booking, affiliate tracking, and knowledge base functionality. The Service is operated by LayerEight Solutions LLC and is ordinarily provided on a subscription basis following an implementation engagement described in your SOW or order documentation.

3. Subcontractors and Subprocessors

LayerEight Solutions may use subcontractors or subprocessors to host, secure, or support the Service when permitted under your executed MSA, SOW, and Data Processing Agreement ("DPA") (if applicable). LayerEight Solutions remains responsible to you for performance of the Service and for processing of Personal Information in line with the DPA and other data terms that apply to your account. These Terms do not limit subcontracting or subprocessor provisions in your signed agreements.

4. Account Registration

To use the Service, you must:

• Complete an implementation engagement with SimplicitySuite (unless otherwise agreed in writing)
• Provide accurate and complete registration information
• Maintain the security of your account credentials
• Promptly notify us of any unauthorized use of your account
• Be at least 18 years old or have legal authority to enter into this agreement

5. Subscription and Payment

5.1 Fees

You agree to pay all fees associated with your subscription plan. Fees are charged in advance on a monthly basis and are non-refundable except as expressly stated in these Terms or your executed MSA/SOW.

5.2 Implementation Fees

One-time implementation fees are due upon commencement of the implementation engagement. These fees cover data migration, configuration, and training services as described in your SOW or order.

5.3 Per-User Pricing

Platform access is billed based on the number of active users. User counts are calculated at the end of each billing period.

5.4 Price Changes

We reserve the right to modify pricing with 30 days' notice, subject to any stricter notice or consent requirements in your executed MSA/SOW. Price changes take effect at the start of your next billing period unless otherwise agreed in writing.

6. Your Data

6.1 Data Ownership

You retain all rights to your data. SimplicitySuite does not claim ownership of any content you upload, store, or process through the Service.

6.2 Data Processing

We process your data to provide the Service and as described in our privacy policy and, when Personal Information is processed on your behalf, your executed DPA. We do not sell your data. We do not use it to train public models for advertising. Use of subprocessors for hosting or processing is governed by applicable privacy notices and your DPA where required.

6.3 Data Export

You may export your data from your SimplicitySuite workspace, through the LayerEight Solutions partner dashboard where applicable, or by requesting an export from our support team.

6.4 Data Retention

Upon account termination, your data will be retained for 30 days to allow for export unless your MSA/SOW specifies a different transition period. After that period, data will be deleted in accordance with our retention practices and your agreements.

7. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose
• Attempt to gain unauthorized access to the Service or related systems
• Transmit malicious code, viruses, or harmful data
• Interfere with or disrupt the Service or servers
• Resell or redistribute the Service without authorization
• Use the Service to send unsolicited communications (spam)
• Violate any applicable laws or regulations

8. Intellectual Property

The Service, including its original content, features, and functionality, is owned by LayerEight Solutions LLC and is protected by international copyright, trademark, and other intellectual property laws. Deliverables, licenses, and client-owned materials for professional engagements are governed by your MSA and SOW.

9. Third-Party Integrations

The Service may integrate with third-party services (e.g., calendar providers, payment processors). Your use of such integrations is subject to the terms and policies of those third parties.

10. Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable for maintenance, updates, or circumstances beyond our control. Availability targets, if any, are as stated in your executed SLA (Exhibit A to the MSA) or SOW, not solely in these Terms.

11. Limitation of Liability

To the maximum extent permitted by law, LayerEight Solutions LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, except as may be limited, capped, or excluded differently in your executed MSA/SOW, which applies to the extent it covers the same subject matter.

12. Indemnification

You agree to indemnify and hold harmless LayerEight Solutions LLC and its officers, directors, employees, and agents from claims, damages, or expenses arising from your use of the Service or violation of these Terms, subject to any indemnity provisions in your executed MSA that allocate responsibility differently for covered matters.

13. Termination

13.1 By You

You may terminate your account as permitted by these Terms and your executed MSA/SOW. Termination may take effect at the end of your current billing period unless your MSA specifies other notice or transition steps.

13.2 By Us

We may suspend or terminate your account in accordance with these Terms and your MSA/SOW, including for conduct that we reasonably believe violates these Terms, applicable law, or is harmful to other users, us, or third parties.

14. Changes to Terms

We may modify these Terms. We will notify you of material changes via email or through the Service. For customers with an MSA, material changes may also require a change order or amendment where your MSA requires. Continued use after effective changes constitutes acceptance except where your MSA prohibits unilateral amendment of specified provisions.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law principles. If you have an executed MSA with LayerEight Solutions LLC, dispute resolution, venue, and arbitration or litigation provisions in that MSA (typically including exclusive jurisdiction in Cook County, Illinois) control disputes arising out of or related to the Service and professional relationship. If you do not have an MSA, you agree that state and federal courts located in Cook County, Illinois shall have exclusive jurisdiction over disputes arising from these Terms or the Service.

16. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

17. Contact Information

For questions about these Terms, please contact us:

• Email: legal@simplicitysuite.app
• Website: simplicitysuite.app/contact