SIMACRO Global SaaS Platform User Agreement
This User Agreement (this “Agreement”) is entered into as of the date and time at which the person accepting this Agreement checks the box marked “I Agree” (the “Effective Date”) by and between SIMACRO Inc., a Delaware corporation (“SIMACRO”), with primary address in 1 Broadway 14th Floor, Cambridge, MA 02142, United States, and the individual or legal entity accessing or using the Platform (“Client”). If you accept this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. SIMACRO and Client may each be referred to as a “Party” and collectively as the “Parties.”
1. Definitions
1.1 “AI Model” means any machine learning algorithm, neural network, or statistical model developed, trained, or deployed on the Platform, including but not limited to hybrid and surrogate models.
1.2 “Client Data” means any and all data, information, and materials uploaded, submitted, or otherwise transmitted by or on behalf of Client to the Platform, including both IT Data and OT Data.
1.3 “Derived Data” means data created by the Platform’s processing of Client Data, including model outputs, predictions, and performance metrics specific to Client’s operations.
1.4 “Hybrid Model” means a computational model that combines physics-based or mechanistic principles with data-driven machine learning techniques.
1.5 “IT Data” (Information Technology Data) means data originating from business-level systems, including but not limited to ERP (Enterprise Resource Planning), CRM (Customer Relationship Management), and related administrative databases.
1.6 “OT Data” (Operational Technology Data) means data originating from industrial hardware and software that monitors or controls physical devices, processes, and events, including but not limited to SCADA systems, PLCs (Programmable Logic Controllers), and IoT sensor networks.
1.7 “Platform” means the SIMACRO proprietary SaaS-based software environment, including all underlying architectures, source code, and user interfaces.
1.8 “Services” means, collectively, (a) the provision of access to and use of the Platform, (b) any professional services, including custom AI model development, consulting, integration, and implementation services, and (c) any training or onboarding services provided by SIMACRO to Client under this Agreement or any Statement of Work.
1.9 “Surrogate Model” (or "Metamodel") means an AI-driven mathematical approximation of a complex, high-fidelity simulation or physical process, designed to provide computationally efficient predictions of system behavior.
2. Scope of Services and Software Integration
SIMACRO shall provide Client with access to its proprietary Software-as-a-Service platform (the “Platform”). The Platform facilitates the ingestion and processing of Operational Technology (OT) and Information Technology (IT) data, as well as the development and deployment of Artificial Intelligence (AI), hybrid, and surrogate models. Client acknowledges that the Platform may allow for the integration of third-party licensed software; Client represents and warrants that it maintains all necessary licenses for such third-party software and shall be solely responsible for any breach of such third-party terms. Any professional services, joint model development, or bespoke consulting shall be governed by a separate Statement of Work (“SOW”) made available by SIMACRO and accepted by Client in writing or through the Platform. Each accepted SOW shall be incorporated into and governed by this Agreement.
3. Deployment and Infrastructure
The Platform is provided via a SaaS model unless an On-Premise deployment is expressly specified in a SOW . Except as otherwise provided in writing, Client shall maintain sole responsibility for the security, maintenance, and integrity of the local infrastructure required to host the Platform.
4. Fees and Payment
4.1 Subscription Plans. Client shall select either an Annual Plan or a Monthly Plan during the online checkout process (the “Subscription”). All fees shall be as set forth online checkout page at the time of Client’s order, and are stated in the U.S. dollars unless otherwise specified.
(a) Annual Plan: Fees for the Annual Plan are billed 100% upfront at the commencement of each annual Subscription term and are non-refundable, except as expressly provided in this Agreement.
(b) Monthly Plan: Fees for the Monthly Plan are billed in advance every one (1) month. Clients may cancel the Monthly Plan at any time through the Platform; cancellation shall be effective at the end of the then-current monthly billing cycle. No pro-rated refunds shall be issued for partial months, and Client shall remain responsible for all fees accrued through the effective date of cancellation.
4.2 Payment Method; Authorization. For online registrations, Client shall provide valid credit card or other payment method information accepted by SIMACRO. By providing such information, Client (a) represents and warrants that Client is authorized to use such payment method; and (b) authorizes SIMACRO (and SIMACRO’s third-party payment processor) to automatically charge such payment method for all fees due under this Agreement, including initial fees, recurring Subscription fees at the commencement of each renewal term, and any applicable usage-based or additional fees, without further notice or authorization from Client. Client shall keep its payment information current and accurate throughout the Subscription term.
4.3 Taxes. All fees are exclusive of taxes. Client shall be responsible for, and shall pay or reimburse SIMACRO for, all sales, use, value-added (VAT), goods and services (GST), withholding, excise, and similar taxes, levies, or duties imposed by any taxing authority on or with respect to the fees, excluding taxes based on SIMACRO’s net income.
4.4. Late Payment; Failed Charges. If any charge to Client’s payment method is declined, fails, or is otherwise not successfully collected, or if any undisputed invoice remains unpaid past its due date: (a) SIMACRO may re-attempt the charge and/or request updated payment information from Client; and (b) SIMACRO may, upon written notice (which may be delivered by email or through the Platform), suspend Client's access to the Platform if Client fails to provide payment on the next scheduled date of payment, without prejudice to any other remedies available to SIMACRO. Suspension under this Section shall not relieve Client of its payment obligations.
5. Term, Renewal, and Termination
5.1 Term. The term of this Agreement shall commence on the Effective Date and continue for the initial Subscription term selected by Client during online checkout (the "Initial Term"), unless earlier terminated in accordance with this Section 5. The Initial Term shall be twelve (12) months for an Annual Subscription and one (1) month for a Monthly Subscription.
5.2 Renewal. (a) Annual Subscriptions: Unless Client cancels in accordance with Section 5.3(a)(i), each Annual Subscription shall automatically renew for successivetwelve (12)-month renewal terms at SIMACRO’s then-current fees; (b) Monthly Subscriptions: Unless Client cancels in accordance with Section 5.3(a)(ii), each Monthly Subscription shall automatically renew for successive thirty (30)-day billing cycles at SIMACRO’s then-current fees.
5.3 Termination.
(a) By Client for Convenience. Client may cancel an Annual Subscription only by electing not to renew, through the Platform, at least one (1) month prior to the end of the then-current twelve (12)-month term; mid-term cancellation is not permitted. Client may cancel a Monthly Subscription at any time through the Platform, effective at the end of the then-current 30-day billing cycle.
(b) For Cause. Either Party may terminate this Agreement upon written notice if the other Party (i) materially breaches this Agreement and fails to cure within one (1) month after written notice, or (ii) becomes insolvent or subject to bankruptcy or similar proceedings.
(c) By SIMACRO for Specific Events. SIMACRO may immediately suspend or terminate, without a cure period, upon written notice (which may be delivered through the Platform or by email), if Client breaches Section 4 (Fees and Payment), Section 7 (Data Ownership and Security), Section 8 (Intellectual Property), or Section 10 (Usage Covenants and Restrictions), or initiates a chargeback in violation of Section 4.5.
(d) Termination for Cause. Either Party may terminate this Agreement or any Statement of Work if the other Party: (a) materially breaches this Agreement and fails to cure such breach within one (1) month after receiving written notice thereof; (b) becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, or assignment for the benefit of creditors; or (c) ceases to operate in the ordinary course.
5.4 Effective of Termination.
(a) Access and Refunds. Client shall retain access through the end of the then-current Subscription term, which is twelve (12) months for Annual Subscriptions and the 30-day billing cycle for Monthly Subscriptions. No refunds (including pro-rated refunds) shall be issued, except that if Client terminates under Section 5.3(b) due to SIMACRO’s uncured material breach, SIMACRO shall refund a pro-rated portion of prepaid fees for the unused portion of the then-current Subscription term.
(b) Outstanding Fees. Termination or non-renewal shall not relieve Client of any fees accrued prior to the effective date of termination, together with applicable interest and taxes payable under applicable law.
(c) Data. Data export and deletion following termination shall be governed by Section 7 and the Data Processing Addendum, including the 60-day export period provided thereunder.
6. Confidentiality
6.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. SIMACRO’s Confidential Information includes the Platform’s non-public code, algorithms, and pricing. Client’s Confidential Information includes Client Data.
6.2 Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. The obligations of confidentiality set forth in this Section 5 shall survive the expiration or termination of this Agreement for a period of five (5) years; provided, however, that with respect to any Confidential Information constituting a trade secret under applicable law, such obligations shall continue for so long as such information remains a trade secret.
6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
6.4 Exclusions. Confidential Information shall not include information that: (i) is or becomes publicly available through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to disclosure, as evidenced by written records; (iii) is lawfully obtained from a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
7. Data Ownership and Security
7.1 Client Ownership. As between the Parties, Client shall retain all right, title, and interest in and to all raw data uploaded to the Platform (“Client Data”) and all data derived specifically from the processing of Client Data. Client hereby grants SIMACRO a non-exclusive, worldwide, royalty-free license to host, copy, and process Client Data solely to the extent necessary to provide the Services.
7.2 Security and Compliance. SIMACRO shall maintain a security program materially in accordance with SOC 2 standards or its equivalent. The Platform is hosted via third-party providers (AWS/Google Cloud). SIMACRO shall be liable only for its own gross negligence, it shall not be held liable for service interruptions or data loss resulting solely from the systemic failure of such third-party cloud providers.
8. Intellectual Property and AI Model Rights
8.1 SIMACRO Ownership. SIMACRO retains all rights to its underlying algorithms, architectures, frameworks, source code, and generalized tooling. No implied licenses are granted herein.
8.2 Client Ownership of Outputs. Client shall own the specific model instances trained exclusively on Client Data and the resulting operational outputs specific to Client’s processes. In the event of joint development, Client shall own the specific trained instance, while SIMACRO shall retain ownership of the underlying reusable components.
8.3 Residual Rights and Learnings. Client grants SIMACRO a perpetual, irrevocable, worldwide, royalty-free license to utilize generalized learnings, methodologies, and architectural improvements, skills, experience, ideas, concepts, know-how, and techniques of non-proprietary nature gained during the term of this Agreement. SIMACRO warrants that such use shall not involve the disclosure of Client’s Confidential Information or the creation of a reconstruction risk of Client’s proprietary processes. For the avoidance of doubt, SIMACRO shall not use such residual learnings to directly replicate, reconstruct, or reverse-engineer any specific process, formula, or operational configuration proprietary to Client, nor to develop products or services that directly replicate Client’s specific proprietary processes.
8.4 De-Identified Data and Network Effects. Notwithstanding anything to the contrary, SIMACRO may monitor Client’s use of the Platform and utilize Client Data in an aggregate and anonymized manner ("De-Identified Data") to improve the Platform’s performance, security, and AI model accuracy. SIMACRO shall ensure that De-Identified Data cannot be used, alone or in combination with other information, to identify Client or any individual. SIMACRO shall retain all intellectual property rights in such improvements and De-Identified Data.
9. Data Processing Addendum (DPA) and Privacy
To the extent SIMACRO processes Personal Data (as defined in the DPA) on behalf of the Client, the terms of the SIMACRO Data Processing Addendum shall apply. SIMACRO shall notify Client of any confirmed Data Breach within 72 hours of discovery. Upon termination of this Agreement, SIMACRO shall delete or return Client Data following a data export period of 60 days, subject to the terms of the DPA.
10. Usage Covenants and Restrictions; Representative and Warranties
10.1 Acceptable Use and Restrictions. Client shall not, and shall not permit any third party to: (i) use the Platform for any unlawful purpose; (ii) attempt to circumvent Platform security; or (iii) utilize the Platform for the design, development, or production of weapons or other harmful autonomous systems. Client shall comply with all applicable export control laws.
10.2 High-Risk Disclaimer. THE PLATFORM IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING BUT NOT LIMITED TO: THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS ("HIGH-RISK ACTIVITIES"). SIMACRO SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES. CLIENT AGREES THAT SIMACRO SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF THE PLATFORM IN SUCH HIGH-RISK ACTIVITIES, AND CLIENT SHALL INDEMNIFY SIMACRO AGAINST ANY THIRD-PARTY CLAIMS RESULTING THEREFROM.
10.3 Representations and Warranties.
(a) Mutual Representations. Each Party represents and warrants that: (i) it has the legal power and authority to enter into this Agreement; (ii) this Agreement has been duly authorized by all necessary corporate action; and (iii) this Agreement constitutes a valid and binding obligation of such Party.
(b) SIMACRO Warranties. SIMACRO warrants that during the Term (as defined herein), the Services will be provided in a professional and workmanlike manner by qualified personnel. SIMACRO’s sole obligation and Client’s exclusive remedy for breach of this warranty shall be for SIMACRO to use commercially reasonable efforts to correct the non-conformity.
(c) Client Warranties. Client represents and warrants that: (i) all Client Data uploaded to the Platform has been lawfully obtained and does not infringe any third-party rights; (ii) Client has obtained all necessary consents and authorizations for the processing of Client Data by SIMACRO; and (iii) Client’s use of the Platform shall comply with all applicable laws and regulations.
(d) DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SIMACRO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SIMACRO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.
11. Indemnification and Limitation of Liability
11.1 Mutual Indemnification. SIMACRO shall indemnify Client against third-party claims alleging that the Platform infringes a valid patent or copyright. Client shall indemnify SIMACRO against claims arising from Client Data, unauthorized use of the Platform, or violation of applicable law.
11.2 Indemnification Procedures. The indemnifying Party’s obligations are conditioned upon the indemnified Party: (a) providing prompt written notice of any claim (provided that failure to give prompt notice shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced thereby); (b) granting the indemnifying Party sole control of the defense and settlement of such claim (provided that the indemnifying Party shall not settle any claim unless such settlement unconditionally releases the indemnified Party and shall not settle such claim without the indemnified Party’s prior written consent if the settlement imposes any obligation on the indemnified Party); and (c) providing reasonable cooperation at the indemnifying Party’s expense. The indemnified Party may participate in the defense at its own expense with counsel of its choice.
11.3 Limitation of Liability. To the maximum extent permitted by law, SIMACRO’s aggregate liability for all claims arising out of this Agreement shall not exceed the fees paid by Client in the 6 months preceding the claim. Neither party shall be liable for indirect, incidental, or consequential damages. The foregoing limitations shall not apply to: (a) either Party’s indemnification obligations under Section 11.1; (b) either Party’s breach of Section 6 (Confidentiality) with respect to the other Party’s Confidential Information; (c) Client’s breach of Section 10 (Usage Covenants and Restrictions) or unauthorized use of the Platform; (d) SIMACRO’s breach of its data security obligations under Section 7.2, provided that SIMACRO’s aggregate liability for such data security breaches shall not exceed two times (2x) the fees paid by Client in the twelve (12) months preceding the claim, or one million U.S. dollars (USD 1,000,000), whichever is greater; or (e) either Party’s willful misconduct or fraud.
12. Miscellaneous Provisions
12.1 Marketing. SIMACRO may use Client’s name and logo for marketing purposes.
12.2 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles. The Parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, for any dispute arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is specifically excluded from application to this Agreement.
12.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.4 Entire Agreement. This Agreement, including all SOW, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
12.5 Force Majeure. Neither Party shall be responsible for any failure or delay in performance of its obligations under this Agreement (except for the obligation to pay fees) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or labor shortages, pandemic or epidemic, or failures of third-party communications, infrastructure, or utility providers ("Force Majeure Event"). The Party affected by a Force Majeure Event shall provide prompt notice to the other Party and shall be excused from performance for as long as such event prevents or delays such performance.
12.6 Effective Date and Acceptance. This Agreement is effective as of the date Client clicks “I Agree” or otherwise first accesses the Platform (the “Effective Date”). SIMACRO may update these terms from time to time by providing notice within the Platform. Continued use of the Platform after such notice constitutes acceptance of the updated terms.
12.7 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party; provided, however, that SIMACRO may assign this Agreement to any of its Affiliates.
12.8 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service; (c) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid; or (d) upon confirmation of receipt if sent by email to the addresses specified in the Statement of Work. Either Party may change its notice address by providing written notice to the other Party in accordance with this Section.
12.9 Export Controls and Trade Compliance. The Platform and Services may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (“EAR”), as well as the trade control laws of other applicable jurisdictions, including the Republic of Korea. Client shall not, directly or indirectly, export, re-export, or transfer the Platform or any technical data received under this Agreement to any country, entity, or person to which such export, re-export, or transfer is restricted or prohibited under applicable law. Client represents and warrants that it is not named on any U.S. or applicable government restricted-party list. SIMACRO reserves the right to suspend performance if it reasonably determines that continued performance would violate applicable trade laws.
12.10 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.
12.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.
12.12 Audit Rights. SIMACRO may audit Client’s use of the Platform to verify compliance with this Agreement, including the applicable Scope of Use.
Last Updated July 28, 2026