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      User Terms of Service

      These terms describe your rights and responsibilities when using Simana. Please read them carefully.

      1. Introduction

      See Data Ltd. (“See Data”, “Simana”, “we”, “our,” “us”) offers an online workplace improvement platform (collectively, the “Service”), and websites including www.simana.com, blog.simana.com, help.simana.com (the “Websites”).

      These User Terms of Service (“Terms”) are a binding legal contract between you and Simana and explain the rules governing your use of our Service and Websites.  These Terms apply to you as a user of the Service, subject to exceptions that apply to Managed Users (as defined and further detailed below in Section 3 (How These Terms Apply)). By accessing or using the Service and Websites, you acknowledge and agree to be bound by these Terms (as applicable) and confirm you have read and understand our Privacy Policy, which is incorporated by reference.

      We may revise these Terms from time to time by posting a modified version on our website.  If, in Simana’s sole discretion, the modifications to these Terms are material, we will provide you with reasonable notice prior to the change taking effect, either by emailing the email address associated with your account or by alerting you through the Service and/or Websites.  Unless otherwise stated elsewhere in these Terms or in our notice, the updated Terms will take effect upon their posting and will apply on a going-forward basis.  Your continued use of the Service and Websites after any update to these Terms constitutes your acceptance of such changes.

      2. Definitions


      “Service” means the workplace improvement software as a service platform and any training services to be provided pursuant to the applicable Order Form.

      “Customer” means the organisation agreeing to the Customer Terms of Service and is listed on your Order Form.

      “Customer Agreement” means the binding contract formed by these Customer Terms of Service and any Order Forms signed/paid for by a Customer.

      “Customer Data” means content or information submitted to the Service by Users.

      “User Content” or “Trial User Content” means the content or information submitted to the Service by Trial Users.

      “Account Administrator” means a User assigned to manage the Customer’s Simana account, with the authority to make decisions on behalf of the Customer.

      3. How These Terms Apply


      By using the Simana, you fall into one or more of the following three different categories of user:

      • “Site Visitors” are users of the Websites.
      • “Trial Users” have short term access to the Service to assess its suitability for ongoing use as a Managed User as part of a Customer Agreement.
      • “Managed Users” use the Service as part of any paid subscription plan purchased by a person or entity (the “Customer”) who has separately entered into a written agreement with Simana (the “Customer Agreement”) governing access and use of the Service and permitting such Customer to configure and use the Service so that Managed Users may join.

      To the extent you are a Managed User, only the following sections of these Terms will apply to you: Section 1 (Introduction); Section 3 (How These Terms Apply); Section 6 (Licence); and Section 7 (Acceptable Use).

      As a Managed User, you gain access to the Service through a Customer of Simana. The Customer Agreement governs our relationship and commitment to deliver the Service to that Customer, who may then invite Managed Users to join the Service. When you or another Managed User submit content or information to the Service (“Customer Data”), you acknowledge and agree that, as between Simana and Customer, the Customer Data is controlled by Customer and the Customer Agreement provides Customer with choices and control over that Customer Data.

      4. Eligibility and Scope


      To use the Service and Websites you must be, and you represent and warrant that you are, at least 16 years of age and competent to agree to these Terms.  If the law where you reside requires that you must be older for Simana to lawfully provide the Service and Websites to you and use your personal data without parental consent, then you must be that older age.

      If the representations in the preceding sentence are not true, or if Simana has previously prohibited you from accessing or using the Service and Websites, you may not access or use the Service and Websites.

      5. Account Registration and Use


      5.1 Account Registration and Confidentiality. To access the Service and certain parts of our Websites, you must register for an account by creating a username and password.  You agree to provide us with accurate, complete, and current registration information about yourself.  It is your responsibility to ensure that your password remains confidential and secure, and you agree that you will not allow others to access the Service using your account.  By registering, you agree that you are fully responsible for all activities that occur under your username and password.  We may assume that any communications we receive under your account have been made by you.  If you are an Account Administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of an organisation (“Account Administrator”), you represent and warrant that you are authorised to do so and agree that Simana is entitled to rely on your instructions.

      5.2 Unauthorised Account Use. You are responsible for notifying us at help@simana.com if you become aware of any unauthorised use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Simana will not be liable for any loss, damages, liability, expenses or legal fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorisation, and regardless of whether you have advised us of such unauthorised use. You will be liable for losses, damages, liability, expenses and legal fees incurred by Simana or a third party due to someone else using your account. If the Account Administrator or Customer loses access to an account or otherwise requests information about an account, Simana reserves the right in its sole discretion to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account.

      6. Licence


      Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable licence to use the Service and Websites only in a manner that complies with these Terms and all legal requirements that apply to you or your use of the Service and Websites. Simana may revoke this licence at any time, in its sole discretion.

      7. Acceptable Use


      7.1 You acknowledge and agree to comply with the following rules regarding acceptable use of the Service and Websites:

      7.2 Disruption of the Service. You may not:

      • access, tamper with, or use non-public areas of the Service and Websites, Simana’s computer systems, or the technical delivery systems of Simana’s providers;
      • probe, scan, or test the vulnerability of any system or network or circumvent any security measure;
      • access or search the Service and Websites by any means other than our publicly supported interfaces (for example, “scraping”); or
      • interfere with or disrupt, or attempt to interfere with or disrupt, our infrastructure or the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service and Websites, or by scripting the creation of User Content that interferes with the Service and Websites; or
      • prompt or otherwise attempt to use artificial intelligence (AI) models to act in a manner that violates these Terms or intentionally circumvents safety filters and functionality of the Service.

      7.3 Misuse of the Service and Websites. You may not use the Service and Websites to carry out, promote or support:

      • any disinformation, deception, or otherwise fraudulent activities;
      • the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity (e.g., “spoofing”, “phishing”);
      • activities that are defamatory, libellous or threatening, or otherwise constitute hate speech, harassment, or stalking;
      • the violation of any law or the rights of others (including unlawful tracking, monitoring, and identification or the publishing or sharing of another person’s confidential or personal information without their express authorisation and permission);
      • for harm or abuse of a minor, including grooming and child sexual exploitation;
      • the sending of unsolicited communications, promotions advertisements, or spam;
      • the publishing or sharing of malicious content; 
      • the promotion or advertisement of products or services other than your own without appropriate authorisation; or
      • the development of services that compete with Simana’s;

      7.4 User Content. You may not post any User Content on the Service or Websites (or otherwise make use of the Service or Websites) in a manner that:

      • is deceptive, fraudulent, illegal, obscene, defamatory, disparaging, libelous, threatening, or pornographic;
      • criticises others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition;
      • contains any personal information of minors under the age of 16;
      • contains any patient identifiable information or sensitive personal information as defined by applicable law (such as financial information, payment card numbers, social security numbers, or health information) without Simana’s prior written consent granted as part of a Customer Agreement;
      • contains viruses, bots, worms, or similar harmful materials;
      • contains any information that you do not have a right to make available under law or any contractual duty; or
      • infringes upon or misappropriates someone else's trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
      • could otherwise cause damage to Simana or any third party.

      7.5 Acceptable Use Violations. If we reasonably believe a violation of these Acceptable Use rules has occurred or may occur in the near future in a manner that may disrupt the Service or Websites for our Customers or other users, we may suspend or terminate your access to the Service and Websites, without any liability to us and in addition to any other remedies that may be available to us. Simana reserves the right to notify the applicable Account Administrator of the foregoing.

      8. Intellectual Property Rights


      See Data exclusively owns all right, title, and interest in and to all intellectual property rights in the Service and Websites. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites.  All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Service and Websites shall, as between you and See Data, at all times be and remain the sole and exclusive property of See Data.

      9. User Content


      9.1 User Content and Submissions on the Service. The Service allows you to create improvement workflows and submit associated information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others. User Content submitted or otherwise made available to the Service is subject to the following terms:

      9.2 Trial User Content. Trial Users maintain ownership of the User Content that they submit to the Service (“Trial User Content”). By submitting Trial User Content, Trial Users grant Simana a licence to access, process, transmit, and display that Trial User Content, in order to provide the Service, and as permitted by our Privacy Policy, including if required to do so by law or in good faith to comply with legal process. We reserve the right to remove any Trial User Content on the Service when you cease to be an active Trial User or that violates these Terms or that is otherwise objectionable in Simana’s sole discretion.

      9.3 Managed User Content on the Service. User Content submitted to the Service by Managed Users is Customer Data, which is owned and controlled by the Customer, in accordance with the Customer Agreement.

      9.4 User Content Representations. You represent and warrant that you have all required rights to submit User Content without violation or infringement of any third-party rights. You understand that Simana does not control, and is not responsible for, User Content, and that by using the Service and/or Websites, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable.

      10. Warranties, Disclaimer, and Limitation of Liability


      If we believe that there is a violation of these Terms, or any of our policies that can simply be remedied by removal of certain User Content or Customer Data or taking other action, we will, in most cases, ask you to take action. We may directly step in and take what we determine to be appropriate action (including disabling your account) if you do not take appropriate action or we believe there is a credible risk of harm to us, the Service, other Users, or any third parties.

      To the maximum extent permitted by applicable law, we shall not under any circumstances whatsoever be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory, or otherwise, even if foreseeable, for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, sales, business or revenues, business interruption, loss of anticipated savings, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service or Websites; (ii) any conduct or content of any third party using the Service or Websites, including without limitation any defamatory, offensive, or illegal conduct of other users or third parties; (iii) use or reliance on any content obtained from the Service or Websites; or (iv) unauthorised access, use or alteration of your transmissions of Personal Data.

      You warrant that that your use of the Service and Websites complies with these Terms and you will be liable to us and indemnify us for any breach of that warranty. This means that you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

      11. Indemnification


      YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD SEE DATA, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, OR REPRESENTATIVES HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE LEGAL FEES, MADE IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICE AND WEBSITES, YOUR CONNECTION TO THE SERVICE AND WEBSITES, YOUR VIOLATION OF THE TERMS, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICE AND WEBSITES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER INDIVIDUAL OR ENTITY, INCLUDING INTELLECTUAL PROPERTY RIGHTS.  WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT, YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENCES.

      12. General Terms


      12.1 Modifications to the Service and Websites.  We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service and Websites (or any part thereof), with or without notice.  You agree that Simana shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service and Websites.

      12.2 Governing Law, Jurisdiction & Dispute Resolution.  These Terms, and any disputes arising out of or related hereto, will be governed exclusively by the laws of England. The courts of England will have exclusive jurisdiction to adjudicate any dispute. If you take any issue with us or our Service, you agree that before taking any formal action, you will contact us at help@simana.com and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account).

      12.3 No Waiver.  The failure of See Data to exercise or enforce any right or remedy in these Terms does not waive that right or remedy.  If any provision of these Terms is found to be invalid or unenforceable, the parties agree that the court should endeavour to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

      12.4 Third-Party Beneficiaries.  This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

      12.5 Entire Agreement.  These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and See Data and supersede any prior agreements between you and See Data on the subject matter.  To the extent of any conflict or inconsistency between the provisions in these Terms and any other terms or resources referenced in these Terms, the terms contained directly in these Terms will first prevail; provided, however, that if there is a conflict or inconsistency between an applicable Customer Agreement and these Terms, the terms of the Customer Agreement will first prevail, followed by the provisions in these Terms, and then followed by the pages referenced in these Terms (e.g. the Privacy Policy).  The applicable Customer will be responsible for notifying Managed Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

      12.6 Miscellaneous.  These Terms, and any rights or licences granted hereunder, may not be assigned or delegated by you.  These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by See Data without restriction.  These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.  These Terms may not be modified by an oral statement by a representative of See Data.  No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms.  You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond their termination or expiration shall survive. Notwithstanding the generality of the foregoing, the following sections shall survive any termination or expiration of these Terms: Sections 1 (Introduction); 3 (How These Terms Apply); 8 (Intellectual Property Rights); 9 (User Content); 10 (Warranties, Disclaimer, and Limitation of Liability); 101(Indemnification); and 12 (General Terms).

      12.7 Notices.  We may deliver notice to you by email or posting a notice on the Service and Websites, such notice will be effective on dispatch.  If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) See Data Ltd, 1 Emperor Way, Exeter Business Park, Exeter, Devon, EX1 3QS, UK; or (2) legalnotices@simana.com.