SIMS Terms of Service

The Service is intended for professional, scientific, educational, and business use, not personal, family, or household use. You must be at least 18 years old and legally able to enter into a contract.

If you use the Service for an Organization, you represent that you have authority to accept these Terms for it. The Organization is responsible for its users and their compliance. A separately signed agreement between the Organization and Company controls to the extent it expressly conflicts with these Terms for the same Service.

You must provide accurate account and billing information, keep it current, protect credentials and recovery methods, and promptly notify us at the legal contact below of suspected unauthorized access. Accounts are personal to each user and may not be shared.

Organization administrators control membership, roles, billing settings, AI visibility, and workspace configuration. Instructions from an authenticated administrator are treated as authorized by the Organization. The Organization is responsible for maintaining appropriate administrators and reviewing their actions, including purchases and automatic top-up settings.

SIMS Cloud provides hosted scientific workspace features, including controlled documents, workflows, approvals, audit history, collaboration, and optional AI-assisted work. On-premise deployments, professional services, validation services, and separately ordered products are governed by their applicable order or written agreement.

We may maintain, improve, add, or retire Service features. Where reasonably practicable, we will give advance notice of a change that materially reduces paid functionality. We may impose reasonable technical limits to protect security, availability, providers, and other customers.

The Service supports controlled work but does not by itself make an Organization compliant with GMP, GxP, FDA, Health Canada, or another legal or regulatory framework. You are responsible for intended-use assessment, configuration, validation, procedures, training, record review, retention decisions, and regulatory compliance.

"Customer Content" means data, documents, prompts, files, messages, configuration, and other material submitted to the Service by or for Customer. As between the parties, Customer retains its rights in Customer Content. Customer grants Company a non-exclusive, worldwide, limited license to host, copy, process, transmit, display, and otherwise use Customer Content only as needed to provide, secure, support, and improve the Service, comply with law, and enforce these Terms.

We use service providers, including payment processors, infrastructure providers, communications providers, and AI model and tool providers, to operate the Service. When Customer requests an AI feature, the prompts, instructions, files, retrieved context, and other Customer Content selected for that request are transmitted to external AI providers and processed on provider-operated systems, which may be outside Customer's jurisdiction. Customer expressly instructs and authorizes that transmission and processing. Company does not sell Customer Content or use it to train generalized AI models. AI providers process submitted content to provide the requested functionality, subject to their contracted data-handling commitments. Company remains responsible for its express obligations under these Terms and the Privacy Policy, but does not control provider models or guarantee provider systems, availability, retention, security, or performance beyond those commitments.

Customer is responsible for having all rights, notices, lawful bases, and consents required to submit Customer Content and direct its processing, and for selecting and redacting what it sends for AI processing. Never place passwords, authentication tokens, private keys, payment-card data, government identifiers, or other access credentials or secrets in AI prompts or files. Do not submit protected health information, controlled data, export-restricted data, or other specially regulated information unless Company has expressly agreed in writing that the relevant Service is configured to receive it.

We may generate and use statistics that are aggregated or de-identified so they do not identify Customer, an individual, or Customer Content. We use such statistics to operate, secure, analyze, and improve the Service.

AI output is generated probabilistically and may be false or fabricated, incomplete, inaccurate, biased, offensive, harmful, non-unique, outdated, or unsuitable for an intended use. It may omit material facts, cite nonexistent sources, or reproduce or resemble third-party material. Company and its providers do not verify or endorse AI output. It is not medical, scientific, regulatory, legal, financial, or other professional advice. Customer must use qualified human review before relying on, approving, signing, releasing, or acting on AI output.

Customer is solely responsible for prompts, context, model and effort selections, determining whether output can be lawfully and safely used, verifying output against authoritative sources, and every decision, action, or omission based on AI-assisted work. Customer assumes all risk from use of or reliance on AI output. To the maximum extent permitted by law, Company has no responsibility or liability for Customer's use of or reliance on AI output, subject to Sections 13 and 14 and any liability that cannot legally be excluded. Do not represent unreviewed AI output as a verified fact, approved record, or professional conclusion.

AI features depend on third-party models and tools. Model availability, capabilities, latency, context limits, and output can change. We may substitute a reasonably comparable model, disable a model or tool, or interrupt AI work when required for safety, provider availability, legal compliance, or cost control.

You may use the Service only lawfully and in accordance with these Terms. You may not, and may not enable another person to:

• infringe, misappropriate, or violate intellectual property, privacy, confidentiality, publicity, contractual, or other rights;
• upload unlawful, deceptive, defamatory, abusive, discriminatory, exploitative, or malicious content, or use the Service to facilitate harm;
• circumvent access controls, probe or exploit vulnerabilities, interfere with availability, introduce malware, scrape without permission, or access another customer or account;
• reverse engineer, decompile, copy, frame, resell, sublicense, benchmark for a competing product, or derive source code or underlying model components, except where a restriction is prohibited by law;
• use AI output as the sole basis for a decision that creates legal or similarly significant effects for a person, or for diagnosis, treatment, emergency response, or another high-risk activity without appropriate qualified human control; or
• misrepresent identity, authority, provenance, authorship, approval, validation, audit evidence, or regulatory status.

SIMS Cloud has no subscription or per-seat charge under the current published offering. AI work uses prepaid credits. One hundred credits equal US$1. Credits are a contractual unit for consuming eligible AI services; they are not money, a deposit account, stored value, a security, or property, and they have no cash value outside the Service.

Current and scheduled credit rates are published on the SIMS Pricing page and are incorporated into these Terms. The rate in effect when AI usage occurs applies. Cost can vary by model, effort level, input and output tokens, cache activity, provider tools, processing region, and other metered provider usage. Before work begins, the Service may reserve an estimated maximum number of credits. Afterward it settles the reservation against recorded usage and releases any unused portion. Provider work already performed can remain chargeable if a request is cancelled or interrupted.

Purchased credits do not expire merely because time passes. Credits may be used only by the Organization that acquired them and may not be transferred, resold, redeemed for cash, or used outside the Service. If available credits are insufficient, AI work pauses; non-AI workspace records and features are not removed for that reason.

Prices are stated in U.S. dollars unless expressly shown otherwise. You authorize Company and its payment processor, Stripe, to charge the selected payment method for each purchase. Applicable tax is added at checkout. Company uses Stripe Tax to calculate tax from the information supplied at checkout and other legally relevant facts. You are responsible for complete and accurate billing, location, exemption, and tax information and for taxes that Company is legally required to collect. Stripe may apply its own terms to payment processing.

We may change future AI usage rates or introduce charges for future offerings by publishing the new terms and any effective date. A change does not retroactively alter completed usage or the number of credits already posted to an Organization ledger.

Automatic top-up is optional and disabled by default. It is enabled only when an authorized Organization administrator selects a balance threshold and top-up amount, accepts the recurring-charge disclosure, and saves the setting. By doing so, the Organization authorizes Company and Stripe to charge its saved payment method for the selected amount, plus applicable tax, whenever the eligible credit balance reaches or falls below the selected threshold.

The authorization continues until an administrator disables automatic top-up, the payment method or consent becomes invalid, the Organization account closes, or Company suspends the feature. An administrator can review or disable the setting in Billing. A charge already submitted to Stripe before the change may still complete. Failed charges do not add credits, and AI may pause if the balance remains insufficient.

Customer must keep the saved payment method and billing details current and review ledger entries and receipts. Company may pause automatic top-up if consent, payment state, billing configuration, fraud controls, provider state, or release certification cannot be verified.

Credit purchases are generally final and non-refundable except where required by law. We may correct duplicate or erroneous charges, reverse usage that was not delivered because of a verified provider failure, or issue another adjustment when appropriate. Contact us promptly, and no later than 30 days after the relevant statement or receipt where law permits, with enough information to investigate a suspected billing error.

Approved refunds are returned to the original payment method where practicable. Refunded, reversed, or disputed purchases cause the corresponding credits to be removed from the Organization ledger, including credits already spent. This can create a negative balance and pause AI work until the balance is restored. Taxes are refunded or adjusted as required by applicable law and processor rules.

Contacting us before initiating a payment dispute can allow faster correction, but nothing in these Terms waives a non-waivable cardholder or statutory right. We may suspend purchases, automatic top-up, or AI use while a chargeback, fraud concern, or payment dispute is investigated.

Company and its licensors own the Service, software, interfaces, designs, documentation, models and tools supplied by Company, trademarks, and all related intellectual property. Subject to these Terms, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Service for its internal professional activities.

No right is granted except as expressly stated. If you provide suggestions or feedback, you grant Company a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or compensation, provided we do not identify you publicly as its source without permission. This section does not transfer ownership of Customer Content to Company.

Each party may receive non-public information that a reasonable person would understand is confidential. The receiving party will use it only to perform or receive the Service, protect it with reasonable care, and disclose it only to personnel and providers who need it and are bound to protect it, or when law requires disclosure. Information is not confidential if it was lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is independently developed.

Company maintains administrative, technical, and organizational safeguards designed to protect the Service and Customer Content. No system is completely secure. Customer remains responsible for endpoint security, user access, role assignment, exports, local copies, and promptly revoking access that is no longer appropriate.

We may suspend or limit access when reasonably necessary to address a security threat, suspected fraud, unlawful use, material breach, provider restriction, payment dispute, negative balance, risk to the Service or another customer, or a legal requirement. Where circumstances permit, we will give notice and a reasonable opportunity to cure before suspension.

Customer may stop using the Service and may request account closure through the legal contact below. Customer should export information it is entitled to retain before closure. Closing an account does not create a refund right, and purchased credits remain subject to the refund terms above.

On termination, Customer must stop using the Service and its license ends. Data retention and deletion follow the Privacy Policy, applicable law, legitimate security and dispute needs, and any separate written agreement. Terms that by their nature should survive do survive, including payment, ownership, confidentiality, disclaimers, liability limits, indemnity, disputes, and general terms.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, AI FEATURES, AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND RESULTS.

Company does not warrant uninterrupted or error-free operation, that all vulnerabilities or data loss can be prevented, that AI output will be accurate, complete, safe, lawful, unique, or fit for use, that an external provider will be available or error-free, or that the Service satisfies Customer-specific quality, validation, retention, legal, or regulatory requirements. Customer submits Customer Content for external AI processing and uses or relies on AI output at its own risk. No service level, support response time, or regulated-use commitment applies unless set out in a separate signed agreement.

Some jurisdictions do not permit certain disclaimers. This section applies only to the extent permitted and does not limit a warranty or right that cannot lawfully be excluded.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS AFFILIATES, LICENSORS, OR PROVIDERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION INCLUDES DAMAGES ARISING FROM CUSTOMER CONTENT OR PROMPTS, AI OUTPUT, CUSTOMER'S USE OF OR RELIANCE ON OUTPUT, OR THE ACTS, OMISSIONS, OR UNAVAILABILITY OF AN EXTERNAL PROVIDER.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF US$100 AND THE AMOUNT CUSTOMER PAID COMPANY FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

These exclusions and limits apply to all theories of liability and allocate risk between the parties. They do not exclude liability that cannot legally be excluded or limited, including liability for fraud or willful misconduct where applicable.

To the extent permitted by law, Customer will defend, indemnify, and hold harmless Company, its affiliates, and their personnel from third-party claims, losses, liabilities, damages, judgments, and reasonable costs arising from Customer Content, including prompts and instructions; Customer's submission of content for external AI processing; Customer's use, reliance on, publication, or distribution of AI output; Customer use of the Service in violation of these Terms or law; or Customer infringement or violation of another person's rights. This obligation does not apply to the extent a claim was caused by Company's breach, gross negligence, or willful misconduct. Company will provide prompt notice and reasonable cooperation, and Customer may not settle a claim in a way that admits fault by or imposes an obligation on Company without Company's written consent.

These Terms are governed by the laws of the United States and, to the extent state law applies, the laws of the state in which Company is organized, without regard to conflict-of-law rules. Courts with jurisdiction in that state have exclusive jurisdiction, and each party consents to venue there.

Before filing a claim, each party will give the other written notice describing the dispute and will attempt in good faith for 30 days to resolve it informally. Either party may seek urgent injunctive relief without waiting. Mandatory consumer, statutory, or venue rights that cannot lawfully be waived remain unaffected.

We may update these Terms. We will post the revised version and effective date and, where required by law or reasonably practicable for a material change, provide additional notice. Changes apply prospectively from their effective date. Continued use after that date constitutes acceptance where permitted by law.

Customer may not assign these Terms without Company's written consent. Company may assign them in connection with a merger, reorganization, sale of assets, or by operation of law. Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations. These Terms, the Privacy Policy, applicable checkout terms, and any signed agreement are the entire agreement for their subject matter. If a provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains effective. A failure to enforce is not a waiver.

Electronic communications and records satisfy written-notice and signature requirements where permitted by law. Headings are for convenience. The English and French versions are intended to have the same meaning; where law permits and a conflict exists, the English version controls.