SIMPLYTC TERMS OF SERVICE AGREEMENT
Effective Date: February 23rd, 2026
This Terms of Service Agreement (the "Agreement") is entered into by and between SimplyTC Inc, a Delaware Limited Liability Company ("SimplyTC") and the undersigned client, agent, broker, team, or brokerage ("Client"). This Agreement governs Client’s use of SimplyTC’s transaction coordination services and related technology.
Please read the Terms of Service carefully before using or accessing the services of SimplyTC. By completing the registration process or executing a separate written agreement provided by SimplyTC, you (“USER,” “Agent,” or “Client”) agree to be legally bound by these Terms.
These Terms apply to Real Estate Professionals including, but not limited to, Real Estate Agents, Advisors, Assistants, Brokers, Corporate Entities and any other user who completes registration at: SimplyTC Registration.
1. AGREEMENT BETWEEN PARTIES
This Agreement is made between SIMPLYTC INC, a Delaware Limited Liability Company (“Service Provider”), with its principal office at 579 Fieldcrest Drive, Healdsburg, CA 95448 (“Service Provider”), and the registering client (“Agent” or “USER”).
SimplyTC operates as an administrative intermediary, facilitating professional relationships between Agents and Independent Transaction Coordinators (“TCs”) who act as Unlicensed Assistants.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to the following Terms of Service:
2. SERVICE PROVIDER ROLE & INDEPENDENT CONTRACTOR STATUS
2.1 Independent Contractor Acknowledgment
All SimplyTC Transaction Coordinators (“Independent Contractors”) operate under separate Independent Contractor Agreements and are not employees or agents of SimplyTC. Independent Contractors perform administrative services directly for the Agent and offer administrative and coordination services, including but not limited to:
Facilitating communication between Independent TCs and real estate professionals
Acting as a digital administrative intermediary
Managing payment processing through secure third-party providers
Providing administrative software access to Independent TCs as needed
2.2 SimplyTC’s Role
SimplyTC is not a real estate brokerage and does not provide legal advice, contract interpretation, or licensed real estate services. All services are administrative in nature and performed by Coordinators acting solely as unlicensed assistants under the direction and supervision of licensed real estate professionals.
SimplyTC and its Independent Contractors do not engage in licensed real estate activity, negotiation, pricing guidance, or legal advisory activities. Any document review is limited to confirming completeness and organization only.
3. AGENT/BROKER COMPLIANCE
The Agent and their supervising brokerage remain solely responsible for:
Ensuring transactions comply with all applicable laws, MLS rules, and brokerage policies
Reviewing and interpreting contracts, disclosures, and addenda
Advising clients on rights, obligations, deadlines, pricing, and strategy
Confirming the accuracy, legality, and completeness of all transaction documents
All legal, contractual, and regulatory compliance obligations rest solely with the Agent and supervising brokerage.
4. SCOPE OF SERVICE
SimplyTC provides administrative and coordination services only. SimplyTC does not earn commissions, and all fees are charged for administrative work regardless of transaction outcome.
The TC is an unlicensed administrative assistant
Fees are tied to administrative milestones, not on closings.
Fees are flat-rate and not contingent on the transaction outcome.
4.1 Administrative Support
Your TC manages essential administrative tasks, including organizing and facilitating document requests from the agent, ensuring all necessary documents are stored and accessible throughout the transaction. SimplyTC does not originate documents and only acts on requests initiated by the real estate professional.
4.2 Communication & Coordination
Your TC (Unlicensed Assistant) facilitates transaction-related communications, ensuring ongoing contact with all parties, including status updates and collection of outstanding items. Communication is organized according to broker compliance guidelines. SimplyTC may provide periodic service-related communications.
4.3 Document Review & Storage
Document Review: Your TC ensures documents are fully executed with proper dates, initials, signatures, and broker information. If corrections are needed, your TC will request and monitor compliance. An introduction email outlining key date timelines and the executed contract is sent to the Listing Agent, Buyer’s Agent, Buyer/Seller (if directed by the agent), Lender, Title Company, and/or Attorney.
Storage: All required documents are submitted to the designated Transaction Management System (TMS) within 24 business hours of execution. Short-term storage is provided during the transaction; long-term retention remains the responsibility of the Agent and broker.
4.4 Escrow, Lender & Title Coordination
Your TC provides administrative support and communicates with escrow to ensure that the Lender, Title Company, and Broker receive any contract amendments or changes. Including: Confirm receipt of the Earnest Money Deposit (EMD) or remind the buyer to send the wire, email the receipt to the co-op agent and upload it into the compliance file and maintain ongoing contact with the Title Company and Lender throughout the transaction.
4.5 Property Disclosure & Deadline Monitoring
DISCLOSURES: Your TC will collect and assemble the pre-listing disclosure package, ensuring compliance with brokers state & local requirements. If applicable, they will: Collect HOA documents within required deadlines, and order Home Warranty per contract terms.
MONITOR DEADLINES: Your TC provides a workflow timeline to track critical dates in accordance with contractual obligations, ensuring contingency removals and providing status updates to all parties. This includes:
Confirming scheduled inspections and ordering required third-party reports (NHD, HOA, Home Warranty).
Verifying loan and appraisal timeline with the lender.
Checking in on appraisal status and addressing any post-appraisal work orders or valuation concerns.
Confirming the final walk-through.
Assisting with signing appointment scheduling for the client and agent (if applicable).
Conducting a final file audit 7 days before closing to ensure all documents are uploaded and the file is complete.
Obtaining final confirmation of the closing date and time.
Reminding the agent to submit the Commission Demand request.
Confirming final recording and notifying agents.
Providing the final HUD/CD to the broker’s transaction management system for compliance.
4.6 Closing Support
Your TC ensures represented clients receive a copy of all fully ratified documents and uploads all disclosures, documents, and reports into the agent’s online transaction management system as they are received for a fully executed file.
5. AGENT/TEAM/BROKER RESPONSIBILITIES
The Agent/Team/Broker (USER) agrees to:
Provide TC with all requested documents, information and materials necessary for the TC to complete service(s).
Submit a fully executed Purchase or Sale Agreement (at minimum) is required to initiate a service request.
Maintain open communication with the TC and provide updates on new developments.
Ensure compliance with real estate regulations and brokerage requirements.
Provide TCs with authorized access to required platforms via admin permissions when required. If an agent chooses to share credentials instead, this is done at the agent’s sole discretion and risk.
Maintain MLS access credentials and assume responsibility for any MLS-related penalties.
6. SERVICE OFFERINGS (See Pricing Guide & List of Service for scope details)
6.1 Full Contract-to-Close Transaction Coordination for Residential (Main Service)
Single-parcel, single-structure residential properties only.
Please review the Contract-To-Close List of Service for the full scope of service provided and pricing guide. Tasks outside of the standard scope require SimplyTC operational review & approval.
6.2 Complex Property Overlay (Commercial, Businesses, Multi-Use & Multi-Unit)
See Optional Services Pricing Guide - Supplemental charges apply
In addition to the standard Contract-to-Close (CTC) service fee, transactions involving multiple parcels, structures, uses, commercial or agricultural properties, income-producing assets, or business sales with real property require the Complex Property Overlay when applicable.
This overlay applies to transactions requiring expanded coordination, documentation, or compliance oversight beyond a standard single-parcel residential property, ensuring proper handling of complex transactions with enhanced due diligence and multi-party communication.
SimplyTC will review file(s) upon setup. The assigned Transaction Coordinator will notify the agent (User) of anticipated additional charges when applicable. If qualifying factors arise during the course of an open transaction, the TC will promptly notify the agent that additional fees apply.
The Complex Property Overlay applies to residential transactions that include:
Additional land or tax parcels, structures, or uses beyond the primary property;
Multi-unit or multi-parcel residential sales under a single contract;
Accessory dwellings, guest houses, or secondary living units requiring separate disclosures;
Residential properties combining personal and business uses (e.g., residence + shop, residence + vineyard);
Residential properties with three (3) or more active tenant-occupied units requiring collection, coordination, or organization of lease agreements, rent rolls, estoppel certificates, security deposit documentation, or tenant communications.
The Complex Property Overlay applies to all commercial or agricultural transactions, including but not limited to:
Commercial properties (commercial contract or commercial-use property);
Real estate transfers that include the sale of a business;
Farming, ranching, vineyard, winery, nursery, or other income-producing agricultural properties;
Multi-parcel, multi-structure, or mixed-use commercial properties;
Properties with multiple tenants or active leases;
Transactions requiring rent rolls, estoppel certificates, CAM statements, or tenant consents;
Income-producing or leased assets such as retail, office, industrial, or hospitality properties.
6.3 OPTIONAL Services – Supplemental charges apply
Dual Agent: Fee applies when the same agent represents both Buyer & Seller.
Additional Services:
Complex Property Overlay (Commercial, Multi-Use/Unit)
MLS Listing S.O.S. Input
Lease-to-Close Service
Lease Renewal/Termination
Pre-Contract - Listing Agreement Setup Service
Pre-Contract - Purchase Contract Setup Service
Distressed Property Services
Private Label (branded email address & signature for assigned TC), separate service agreement required
Post-Closing Leaseback Coordination: Supplemental fee applies when a transaction includes seller occupancy after closing requiring new lease documentation, disclosures, or additional coordination.
Availability of optional services may vary by state, TC availability, licensing restrictions, or regulatory limitations. If your brokerage or account holder has a separately negotiated corporate agreement with SimplyTC, that agreement governs your services.
7. PLATFORM ACCESS & INTELLECTUAL PROPERTY
SimplyTC provides clients and authorized users, including its unlicensed assistant Transaction Coordinators, access to the SimplyTC Platform (the “Platform”), a secure online system used to manage transaction-related documentation, communications, file status, reporting, and billing in connection with SimplyTC services. The Platform and all related applications, software, systems, databases, and supporting technology are provided solely as a business tool to support administrative transaction coordination and do not replace the client’s independent compliance or brokerage obligations.
The Platform is owned and operated by SimplyTC Inc. and is protected by applicable intellectual property and other laws.
Subject to compliance with these Terms of Service, SimplyTC grants users a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform solely for its intended business purpose in connection with SimplyTC services.
Platform access may be provided as part of service delivery, trial periods, or promotional offerings, at SimplyTC’s discretion. SimplyTC reserves the right to transition the Platform to paid subscription access upon prior notice to users. Continued use of the Platform following such notice constitutes acceptance of any applicable Platform fees.
SimplyTC may update, modify, enhance, suspend, or discontinue features of the Platform at any time, provided such changes do not materially prevent delivery of contracted administrative services.
Users may not:
Copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Platform;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying technology;
Use the Platform for any purpose unrelated to SimplyTC services;
Share login credentials or attempt unauthorized access to the Platform or related systems.
Access to the Platform may be suspended or terminated for non-payment of applicable Platform fees without affecting payment obligations for services already rendered.
Information displayed within the Platform, including dashboards, transaction data, or reports, is provided for administrative purposes only and is not guaranteed to be complete or real-time.
8. BILLING & PAYMENT TERMS
8.1 Transaction Coordination Fees
Fees for Contract-to-Close services, overlays, and optional service add-ons are disclosed at onboarding or in SimplyTC’s pricing guides.
By registering for SimplyTC’s services, the (USER) agrees to the associated fee structure in the Pricing Guide and expressly authorizes SimplyTC to automatically charge all applicable fees to the credit card on file, without further authorization including but not limited to:
File Setup Fee (collected at file opening; non-refundable)
Final Administrative Fee (charged upon final document submission)
Complex Property Overlay (when applicable)
Optional Service(s) Add-On (when applicable)
Split Invoice Fee ($5 when applicable)
SimplyTC does not bill through escrow. Payments are processed via Stripe. A valid payment method must be maintained at all times.
NOTE: Contract-To-Close fee is billed out in 2 stages:
“File Setup” fee - collected at the start of a transaction request, retained regardless of the transaction’s outcome.
“Final” admin fee - collected upon the final document submission, ensuring compliance with state and national regulations.
This approach ensures our services are paid based on time, tasks, and administrative work performed, not on the success or failure of the transaction. By utilizing SimplyTC, you acknowledge that all fees are administrative in nature and unrelated to a transaction’s closing or final sale price.
8.2 Platform Access Fees
SimplyTC may charge fees for access to the SimplyTC Platform, including subscription or recurring fees, as disclosed at the time access is provided or transitioned. Platform access fees are separate from transaction coordination fees and are non-refundable once billed unless otherwise stated in writing. Continued use of the Platform after notice of fees constitutes acceptance of such charges.
8.3 Late Fees & Suspension:
Payments are due at the time of service completion.
SimplyTC management and/or representative(s) reserve the right to charge a daily fee of $5 per diem for every day the payment is late.
Accounts over 30 days past due may temporarily be suspended. SimplyTC will notify the Agent in writing prior to any suspension.
8.4 Past-Due Authorization & Fee Changes
The Agent authorizes SimplyTC to charge past-due balances to the payment method on file following electronic notice.
SimplyTC may modify service fees at any time. Updated fees apply to all new transactions initiated after the effective date.
Failure to pay or maintain a valid payment method constitutes a material breach of this Agreement and may result in suspension or termination of services.
8.5 Cancellation Policy
The setup fee is non-refundable in all cases, as it covers the administrative work performed during file initiation, setup, and preliminary coordination. SimplyTC will not issue refunds for services already completed.
If a transaction is canceled after the initial setup but before completion, SimplyTC will waive the final administrative fee as a courtesy.
This courtesy waiver does not reflect a success-based or contingency fee model and is solely based on administrative work completed at the time of cancellation due to service being concluded prematurely.
8.6 (USER) Discontinuing Service
If (USER) is dissatisfied with the service provided by the Transaction Coordinator (Unlicensed Assistant), SimplyTC will make all reasonable efforts to reassign all open files to another TC/Unlicensed Assistant within our SimplyTC network to ensure the files are managed through to the close of escrow.
If the (USER) remains dissatisfied and elects to discontinue service, SimplyTC reserves the right to charge a cancellation fee of $100 per file at the time of service termination. Notice of termination must be provided via email.
Termination or cancellation does not relieve the Agent of payment obligations for services already performed.
8.7 Termination
SimplyTC reserves the right to terminate services with reasonable notice, except in cases of a material breach. (USERS) also have the option to cancel the service at any time, with notice provided via email.
SimplyTC may immediately suspend or terminate services if the Agent engages in abusive conduct, harassment, or requests services outside the permitted scope of unlicensed activity.
Any questions regarding billing or payment terms should be directed to accounting@simplytc.com prior to registration.
9. MLS ACCESS & PLATFORM RELEASE
The Agent (USER) authorizes administrative access to their selected real estate platforms and local MLS systems and permits the assigned Transaction Coordinator (Unlicensed Assistant) to utilize such platforms solely for administrative coordination on the Agent’s behalf.
If MLS access through an administrative account is required, the Agent (USER) is solely responsible for all associated costs, including account setup, maintenance, fees, and credentials.
Responsibility for compliance with MLS rules, association requirements, brokerage policies, and third-party platform terms rests solely with the Agent (USER). SimplyTC does not warrant or guarantee compliance with any MLS or third-party system.
Neither SimplyTC nor its Independent Contractors shall be liable for any fines, fees, penalties, suspensions, or enforcement actions arising from the Agent’s accounts, access permissions, credential management, instructions, or violations of applicable platform rules. By engaging SimplyTC’s services, the Agent releases SimplyTC and its Independent Contractors from all such liability.
10. ACCEPTABLE USE & NON-SOLICITATION
The Agent (USER) agrees to use SimplyTC’s services solely for lawful, administrative real estate support within the permitted scope of unlicensed activity. The Agent shall not request, direct, require, or encourage any Independent Transaction Coordinator (“TC”) to perform licensed real estate activity, legal services, or any action prohibited by applicable law, regulation, MLS rule, or brokerage policy.
Prohibited conduct includes, but is not limited to, requesting a TC to:
Originate or determine the content of contracts, addenda, amendments, or legal terms (TCs may only transcribe or populate documents expressly approved by the Agent);
Interpret, explain, or negotiate contract terms, legal rights, obligations, pricing strategy, disclosures, contingencies, or transaction outcomes;
Advise clients on valuation, pricing, appraisal matters, market strategy, or legal or financial decisions beyond basic administrative scheduling;
Communicate with clients, cooperating parties, or third parties while representing themselves as the Agent or as a licensed real estate professional;
Share or misuse login credentials, passwords, confidential information, or unauthorized access to MLS systems or third-party platforms;
Perform services outside the lawful scope of unlicensed activity or in violation of compliance, regulatory, or brokerage requirements;
Harass, threaten, coerce, or abuse any Independent Contractor or SimplyTC personnel;
Use SimplyTC’s services for fraudulent, misleading, deceptive, or unlawful purposes.
SimplyTC reserves the right to immediately suspend or terminate services if the Agent engages in prohibited conduct, violates compliance requirements, or attempts to direct a TC to act outside the permitted administrative scope.
10.1 Non-Solicitation of Independent Contractors
The Agent agrees not to solicit, recruit, hire, contract with, or attempt to engage any Independent Contractor introduced by SimplyTC, directly or indirectly, for a period of twenty-four (24) months following the date of introduction.
Any attempt to circumvent SimplyTC by directly engaging or compensating an Independent Contractor, whether during or after the term of this Agreement, constitutes a material breach of this Agreement and may result in immediate termination of services and pursuit of all available legal remedies.
11. TESTIMONIALS, PRIVACY & DATA PROTECTION
11.1 Testimonials & Marketing Consent
Testimonials provided by the USER, including written statements, images, audio, or video content (“Testimonial”), may be used by SimplyTC for marketing and promotional purposes, including advertisements, social media, websites, brochures, and other marketing materials, subject to revocable consent.
By providing a Testimonial, the USER:
Grants SimplyTC and its employees, contractors, partners, and representatives a non-exclusive, royalty-free right to use the Testimonial for marketing purposes;
Waives any right to inspect, edit, or approve materials in which the Testimonial appears;
Waives any claim to compensation or ownership interest arising from the use of the Testimonial;
Confirms they are at least eighteen (18) years of age and legally authorized to provide such consent.
Consent may be withdrawn at any time by submitting written notice to SimplyTC. Upon withdrawal, SimplyTC will cease future use of the Testimonial within a commercially reasonable period.
11.2 Privacy & Data Protection
SimplyTC maintains commercially reasonable administrative, technical, and physical safeguards designed to protect client and user data, including access controls and encryption where appropriate. Independent Contractors are required to comply with SimplyTC’s Privacy Policy when handling client information.
SimplyTC does not sell, rent, or trade personal or client data for marketing purposes. Information is used solely to provide services, facilitate communications, and support operational needs.
SimplyTC complies with applicable privacy and communications laws, including the Telephone Consumer Protection Act (TCPA) and the CAN-SPAM Act.
11.3 Information Sharing & Confidentiality
By registering for SimplyTC’s services, the USER consents to the sharing of registration and business information (including name, contact details, brokerage affiliation, business location, transaction volume, and deal type) with Independent Contractors who maintain a formal agreement with SimplyTC, solely for service delivery purposes.
Client and transaction information provided to SimplyTC, whether during onboarding or throughout a transaction, is treated as confidential and used only for operational, non-commercial purposes.
Access to confidential information is role-based and limited to individuals who require such access to perform services or fulfill lawful oversight, auditing, compliance, or corporate governance responsibilities. SimplyTC’s shareholders and executive leadership may access information for these limited purposes but do not engage in day-to-day transaction file handling or marketing use.
SimplyTC does not disclose transaction terms, contract details, credit information, or platform credentials to third parties except as required to deliver requested services or as required by law.
While SimplyTC implements reasonable security measures, it does not guarantee absolute security of electronic communications or data transmissions and is not liable for unauthorized access caused by factors beyond its reasonable control. For details on how SimplyTC handles personal data and its use in marketing and communication, please review our Privacy Policy and Cookie Policy.
11.4 Electronic Signatures & Communications Consent
By registering for SimplyTC’s services or continuing to use the platform, the Agent agrees that all electronic acknowledgments, acceptances, approvals, and agreements have the same legal force and effect as handwritten signatures under applicable law.
The Agent consents to receive all notices, invoices, disclosures, updates, and communications electronically, including via email, SMS or text message, platform notifications, digital forms, and electronic signature tools.
The Agent is responsible for maintaining accurate contact information and for reviewing electronic communications. Failure to receive or read electronic communications does not relieve the Agent of obligations under this Agreement.
11.5 TCPA & Marketing Communications Consent
By providing contact information and opting in, the Agent consents to receive transactional and marketing communications from SimplyTC via automated or non-automated phone calls, text messages, and emails, including service updates, reminders, promotions, and follow-ups.
Consent is not a condition of purchase. Message and data rates may apply.
Opt-Out Rights:
Text messages: Reply “STOP” to any message
Marketing emails: Use the unsubscribe link in the email
Phone calls: Email info@simplytc.com with “Do Not Call” in the subject line
12. INDEMNIFICATION & LIMITATION OF LIABILITY
To the fullest extent permitted by law, the Agent (USER) agrees to indemnify, defend, and hold harmless SimplyTC Inc, its members, officers, employees, contractors, Independent Transaction Coordinators, and affiliates from and against any and all claims, demands, damages, losses, liabilities, penalties, fines, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:
The Agent’s actions, omissions, negligence, misconduct, or violation of applicable laws or brokerage requirements;
The Agent’s failure to comply with real estate licensing laws, MLS/association rules, or contractual obligations;
Any dispute between the Agent and a client, cooperating broker, lender, escrow/title company, or third party;
The Agent’s misuse of SimplyTC’s services, platform, documents, or communication tools;
Any representations, promises, or agreements made by the Agent to third parties;
Any data, content, or documentation provided by the Agent that is inaccurate, incomplete, fraudulent, or violates third-party rights.
This indemnification obligation shall survive the termination of this Agreement.
13. DISCLAIMERS - THIRD-PARTY SERVICES & FORCE MAJEURE
13.1 Third-Party Software & Platforms
SimplyTC is not responsible for, and disclaims all liability related to, any third-party software, platforms, systems, or tools used in connection with the services, whether accessed directly by the Agent or utilized by an Independent Contractor on the Agent’s behalf.
Responsibility for third-party software, platforms, credentials, access permissions, and compliance rests solely with the party that owns, controls, or authorizes access to such systems, as further described in Section 8 (MLS Access & Platform Release).
SimplyTC does not control, warrant, or guarantee the availability, performance, security, accuracy, or reliability of any third-party software or platform and shall not be liable for any delays, outages, data loss, service disruptions, security incidents, or errors arising from or related to such third-party systems.
13.2 Third-Party Service Integrations
SimplyTC may utilize, rely upon, or integrate with third-party service providers, including but not limited to MLS systems, payment processors (including Stripe), email and SMS providers, cloud hosting services, document storage platforms, transaction management systems, calendar/scheduling tools, and communication software.
The Agent acknowledges and agrees that:
Third-party platforms operate independently of SimplyTC and are governed by their own terms, rules, and privacy policies;
Any reliance on third-party tools or services is at the Agent’s sole risk;
SimplyTC may modify, replace, suspend, or discontinue any third-party integration at any time without liability.
The Agent remains solely responsible for maintaining compliance with all third-party platform requirements, including credential management, access authorization, usage rules, and associated costs.
13.3 Force Majeure
SimplyTC shall not be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to:
Acts of God, natural disasters, or severe weather events;
War, terrorism, civil unrest, or governmental actions;
Power outages or utility failures;
Internet, telecommunications, or hosting provider disruptions;
Third-party platform outages, including MLS systems, payment processors, email providers, or cloud services;
Labor disputes or workforce shortages;
Epidemics, pandemics, or public health emergencies;
Cyberattacks, system failures, or security incidents.
Performance shall be excused for the duration of the force majeure event and for a commercially reasonable recovery period thereafter.
13.4 Limitations and Exclusions Disclaimer
To the fullest extent permitted by applicable law, under no circumstances shall SimplyTC, its affiliates, or its Transaction Coordinators (Unlicensed Assistants) be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages arising from or related to the use of, or inability to use, SimplyTC services, the SimplyTC site, or its content, even if SimplyTC has been advised of the possibility of such damages.
Your sole and exclusive remedy for dissatisfaction with SimplyTC’s services is to discontinue use of the services. In the event that any portion of this limitation of liability is found to be unenforceable, SimplyTC’s total liability will be limited to the amount actually paid by you for the specific services giving rise to the claim.
13.5 Limitation of Liability
To the fullest extent permitted by applicable law, neither SimplyTC, its affiliates, nor its Independent Contractors (Unlicensed Assistants) shall be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to the use of, or inability to use, SimplyTC services, platforms, communications, or content, even if advised of the possibility of such damages.
The Agent’s sole and exclusive remedy for dissatisfaction with SimplyTC’s services is to discontinue use of the services. If any portion of this limitation of liability is found unenforceable, SimplyTC’s total liability shall be limited to the amount actually paid by the Agent for the specific services giving rise to the claim.
13.6 Warranty Disclaimer
All services, software, communications, automations, administrative support, and platform access provided by SimplyTC are offered on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, whether express, implied, statutory, or otherwise.
SimplyTC expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy or completeness of information, non-infringement, continuous or error-free operation, and availability or reliability of communications or third-party systems.
No advice, information, template, communication, or administrative action provided by SimplyTC or any Independent Contractor shall be construed as a warranty, guarantee, legal opinion, or professional advice. The Agent uses SimplyTC’s services entirely at their own risk.
14. GOVERNING LAW, ARBITRATION & GENERAL TERMS
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
Any dispute, claim, or controversy arising out of or relating to this Agreement or the services provided shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Arbitration shall take place in Sonoma County, California, unless the parties mutually agree otherwise.
Each party shall bear its own attorneys’ fees and costs in arbitration, unless otherwise required by applicable law or expressly provided in this Agreement. The arbitrator’s decision shall be final and binding and may be entered and enforced in any court of competent jurisdiction.
Class Action Waiver:The parties agree that any arbitration or dispute resolution shall be conducted on an individual basis only. The parties expressly waive any right to participate in a class action, class arbitration, collective action, or other representative proceeding.
14.1 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the fullest extent permitted by law, and the remaining provisions shall remain in full force and effect.
14.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, negotiations, representations, or understandings, whether written or oral. No modification or waiver shall be binding unless in writing and signed by an authorized representative of SimplyTC.
14.3 Assignment
SimplyTC may assign or transfer this Agreement, in whole or in part, to any affiliate, successor, purchaser, or acquirer in connection with a merger, sale of assets, corporate reorganization, or similar transaction, without notice to or consent from the Agent.
The Agent may not assign, transfer, or delegate any rights or obligations under this Agreement without SimplyTC’s prior written consent. Any attempted assignment in violation of this section shall be null and void.
14.4 Survival
The following provisions shall survive termination of this Agreement: Indemnification, Limitation of Liability, Warranty Disclaimer, Acceptable Use & Prohibited Conduct, Confidentiality, Third-Party Services & Integrations, Fee Obligations for Services Rendered, Governing Law, and Dispute Resolution, together with any provisions that by their nature are intended to survive termination.
14.5 Modifications to Terms
SimplyTC may revise or update these Terms of Service from time to time. Updated Terms will be posted on SimplyTC’s website and will apply prospectively from the effective date stated. Continued use of SimplyTC’s services after such an effective date constitutes acceptance of the revised Terms.
It is the Agent’s responsibility to review the Terms periodically. If the Agent does not agree to the updated Terms, the Agent must discontinue use of SimplyTC’s services.
15. CONTACT INFORMATION
Questions may be directed to info@simplytc.com.
By using SimplyTC’s services, you acknowledge and accept these Terms of Service.