Hardware, XStreamEdge, Software, Data and Integration Services
These Master Terms and Conditions (the “Terms”) govern all Orders accepted by Simplicity Integration, Inc. (“Simplicity”) for products, devices, software, subscriptions, data services, professional or integration services, support, maintenance, and other offerings purchased by the customer identified in the applicable Order (“Customer”). By executing or accepting an Order that incorporates these Terms, Customer agrees to be bound by these Terms. Simplicity and Customer are each a “Party” and together the “Parties.”
1. Definitions
“Aggregated Data” means data derived from Customer Data, Customer Asset Data, Sensor Data, usage data or other data that has been aggregated and/or de-identified so that it does not identify Customer or any individual.
“Confidential Information” means non-public information disclosed by or on behalf of a Party that is marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including the terms of an Order, technical information, designs, Documentation, software, security information, business information and Data. Confidential Information excludes information that the Receiving Party can demonstrate: (a) is or becomes public without breach of these Terms; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.
“Customer Asset” means real or personal property owned, leased or otherwise controlled by Customer to which a Device is affixed or from which data is collected.
“Customer Asset Data” means data concerning a Customer Asset that is supplied by Customer or collected through an Offering, excluding Sensor Data.
“Customer Data” means data, content or information supplied by or on behalf of Customer to Simplicity or processed by Simplicity for Customer in connection with an Offering, excluding Sensor Data, Aggregated Data and Simplicity technology.
“Data” collectively means Customer Data, Customer Asset Data, Sensor Data and Aggregated Data, as applicable.
“Device” means any sensor, gateway, edge-computing unit, field device, hardware component or related equipment sold, leased, loaned, installed or otherwise provided by Simplicity under an Order, including XStreamEdge hardware when purchased under an Order.
“Documentation” means manuals, specifications, engineering or design materials, tutorials, help materials and other documentation that Simplicity provides for an Offering.
“Order” means an order form, quote, proposal, statement of work, purchase document or other written ordering instrument accepted by Simplicity that identifies the Offerings purchased by Customer and incorporates these Terms.
“Offering” means any Product, Device, Software, Data Service, Integration Service, professional service, support, maintenance or other item purchased under an Order.
“Pass-Through Terms” means third-party license terms, warranty terms, use restrictions, open-source licenses, acceptable-use terms, manufacturer terms and other terms applicable to third-party hardware, embedded software, firmware, software, cloud services, telecommunications, data or components included in or used with an Offering.
“Sensor Data” means operational or telemetry information generated by or concerning a Device, including device status, connectivity, location, battery condition, temperature, signal strength, upload status, measurements and similar device-generated information, but excluding Customer Data that independently identifies Customer or an individual.
“Services” means services purchased under an Order, which may include Integration Services, Data Services, professional services, support or maintenance.
“Software” means Simplicity-provided or licensed software, firmware, portals, applications, APIs, subscription software and associated updates, excluding Third-Party Materials except as expressly stated.
“Third-Party Materials” means hardware, software, firmware, data, services, components or other materials supplied, licensed or made available by a third party.
“XStreamEdge” means, if purchased under an Order, Simplicity’s integrated product offering edge-computing, remote-device management, data-processing, and other ruggedized equipment necessary for the equipment to connect to Customer’s cloud monitoring and related services marketed under the XStreamEdge name or a successor name.
2. Orders; Scope; Order of Precedence
2.1. Ordering Process. Customer may request Offerings by submitting or accepting an Order. Each Order will identify, as applicable, the Offerings, quantities, specifications, pricing, fees, subscription or service term, delivery or installation information, payment milestones, support level, usage limits, and any additional transaction-specific terms. An Order becomes binding when signed or otherwise accepted in writing by authorized representatives of both Parties or when Simplicity accepts and begins performance of Customer’s written order.
2.2. Applicability by Order. Only the Offerings expressly identified in an Order are purchased. Provisions of these Terms that relate specifically to hardware, Devices, XStreamEdge Services, Software, Data Services, Integration Services, evaluation products, support or maintenance apply only to the extent the applicable Offering is purchased or provided under an Order.
2.3. Order of Precedence. If an Order expressly conflicts with these Terms, the Order will control solely with respect to that Order and solely to the extent of the conflict. No provision in a Customer purchase order, procurement portal, vendor-registration form or other Customer-generated document will modify these Terms unless the Order or other writing signed by an authorized representative of Simplicity expressly identifies the provision being modified and states that it overrides these Terms. Pass-Through Terms will control solely with respect to the applicable Third-Party Materials to the extent required by the applicable third-party licensor or manufacturer.
2.4. Changes. Changes to an Order, including additional Devices, sites, users, services or functionality, must be documented in a written change order, amended Order, or other writing accepted by Simplicity. Unless otherwise stated, changes are subject to these Terms.
3. Offerings and Performance
3.1. General. Simplicity will provide the Offerings described in each Order in material accordance with the applicable Order and Documentation. Simplicity may use affiliates, subcontractors, telecommunications providers, cloud providers and other suppliers to perform the Services.
3.2. If purchased pursuant to an Order, the Offering may include ruggedized edge hardware, sensor and remote-device management, cloud or distributed computing, AI or machine-learning workflows, model deployment, analytics, alerts, predictive flood-risk analysis, predictive maintenance, and related integration functionality. Specific hardware, software, functionality, data sources, service levels and supported use cases are only those identified in the applicable Order or Documentation.
3.3. Integration and Installation Services. If purchased pursuant to an Order, Customer will provide timely site access, permits, approvals, utilities, network connectivity and other cooperation reasonably required for design, installation, activation, testing or maintenance. Customer represents that it has authority from owners, lessors, lenders and other applicable parties to permit installation and operation at each site.
3.4. Data Security. Simplicity will maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data in its possession or control from unauthorized access, use or disclosure, consistent with applicable law and the nature of the Services.
4. Customer Responsibilities and Use Restrictions
4.1. Customer will use the Offerings in accordance with these Terms, the applicable Order, Documentation, Pass-Through Terms and applicable law. Customer is responsible for its users, credentials, networks, sites and systems, and will promptly notify Simplicity of known unauthorized access or use.
4.2. Except as expressly permitted by an Order or applicable law, Customer will not: (a) sell, sublicense, rent or make Software or Services available to third parties; (b) reverse engineer, decompile, disassemble or attempt to derive source code or underlying models from Software, except to the limited extent such restriction is prohibited by law; (c) remove proprietary notices; (d) interfere with or circumvent security or usage controls; (e) use an Offering to develop or benchmark a competing product for publication without Simplicity’s written consent; or (f) sell Sensor Data or Simplicity-owned Aggregated Data to a third party.
4.3. Government/Public Safety Sharing. Customer may share Customer Data and Sensor Data with federal, state or local governmental entities for flood mitigation, emergency management, public safety or other lawful governmental purposes, subject to applicable confidentiality, public-records and data-protection laws. Nothing in this Section transfers ownership of Simplicity technology or Aggregated Data.
5. Hardware and Devices
5.1. Applicability. This Section applies only if Customer purchases, leases, evaluates or otherwise receives a Device pursuant to an Order.
5.2. Delivery; Title; Risk of Loss. Unless an Order states otherwise, risk of loss for purchased hardware passes to Customer upon delivery to the carrier or, where Simplicity performs installation, upon substantial completion of installation. Title to purchased hardware passes upon full payment. Software, firmware, embedded technology and intellectual property do not transfer with title to hardware.
5.3. Post-Installation Responsibility. Following transfer of risk of loss, Customer is responsible for reasonable protection, maintenance and operation of Devices, except to the extent maintenance is expressly purchased under an Order or a defect is covered by an applicable warranty. Customer will not relocate, alter or interfere with an installed Device in a manner that may impair operation without consulting Simplicity where reasonably necessary.
5.4. Evaluation Devices. If an Order identifies a Device as evaluation, proof-of-concept, beta or loaned equipment, title remains with Simplicity or its supplier unless the Order expressly provides otherwise. Customer will use such Device only for the evaluation purpose and period in the Order, exercise reasonable care, and return it as instructed, ordinary wear excepted.
6. Software, SaaS and Services
6.1. License and Access. If Software, SaaS or Services are purchased pursuant to an Order, and subject to payment of applicable fees and compliance with these Terms, Simplicity grants Customer during the applicable Order term a limited, non-exclusive, non-transferable (except as permitted under Section 16.1), non-sublicensable right to access and use the purchased Software and Services for Customer’s internal business or governmental purposes and within any quantities, sites, devices, users or usage limits stated in the Order.
6.2. Availability and Support. Unless an Order includes a specific service level, Simplicity will use commercially reasonable efforts to make hosted Services available 24×7, excluding scheduled maintenance, emergency maintenance, third-party outages, Customer-caused conditions and Force Majeure Events. Simplicity will provide reasonable support during its normal business hours.
6.3. Excluded Downtime. Simplicity is not responsible for unavailability or degraded performance caused by Customer systems or networks, telecommunications providers, third-party data or services, Customer-requested changes, unusual capacity changes not reasonably communicated in advance, physical inaccessibility to field Devices due to water, mud, debris or unsafe conditions, or Force Majeure Events.
7. Third-Party, Embedded and Pass-Through Terms
7.1. Third-Party Materials. Offerings may incorporate or interoperate with Third-Party Materials, including hardware components, embedded firmware, operating systems, open-source software, telecommunications services, cloud services, data feeds, AI or analytics technology and other third-party software or services.
7.2. Pass-Through Terms. Customer acknowledges and agrees that Third-Party Materials may be subject to Pass-Through Terms imposed by the applicable manufacturer, licensor or service provider. Pass-Through Terms may be included in an Order, attached to an Order, included with Documentation or packaging, or made available by hyperlink or other electronic notice identified by Simplicity. By purchasing, accessing or using an Offering containing or relying on Third-Party Materials, Customer agrees to comply with the applicable Pass-Through Terms to the extent they lawfully apply to Customer.
7.3. Third-Party Warranties and Restrictions. To the extent permitted by the applicable supplier, Simplicity will pass through to Customer the benefit of manufacturer or licensor warranties applicable to purchased Third-Party Materials. Except for obligations expressly assumed by Simplicity in these Terms or an Order, Third-Party Materials are provided subject to the applicable supplier’s warranty, license and support terms, and Simplicity does not expand or modify those third-party obligations.
7.4. Open Source. Open-source software included in an Offering remains governed by its applicable open-source license. To the extent an open-source license grants Customer rights that conflict with these Terms, that license controls solely as to the applicable open-source component.
8. Fees, Invoicing and Taxes
8.1. Fees. Customer will pay the fees stated in each Order. Unless an Order states otherwise, invoices are due within thirty (30) days after the invoice date. Past-due undisputed amounts may accrue interest at 1.5% per month or the maximum lawful rate, whichever is less.
8.2. Taxes. Fees are exclusive of sales, use, excise, value-added and similar transaction taxes. Customer is responsible for applicable taxes other than taxes based on Simplicity’s net income. A tax-exempt Customer will provide a valid exemption certificate.
8.3. Suspension. If undisputed fees remain overdue after written notice and a reasonable opportunity to cure, or if Customer’s use presents a material security or legal risk, Simplicity may suspend affected Services until the condition is cured. Simplicity will use reasonable efforts to limit suspension to the affected portion of the Services.
8.4. Renewal Pricing. Recurring fees may be adjusted for a renewal term as stated in the applicable Order or, if the Order is silent, upon at least sixty (60) days’ prior notice before renewal. An increase will not apply during a then-current fixed Order term unless the Order expressly permits it.
9. Data Rights
9.1. Customer Data. As between the Parties, Customer retains ownership of Customer Data and Customer Asset Data. Customer grants Simplicity, its affiliates, subcontractors and suppliers a non-exclusive right to host, access, process, transmit, copy and display such data as reasonably necessary to provide, secure, support and improve the Offerings and to create Aggregated Data.
9.2. Sensor Data. As between the Parties and unless an Order states otherwise, Simplicity owns Sensor Data generated regarding the operational status and performance of Devices. During the applicable Order term, Simplicity grants Customer a non-exclusive right to use Sensor Data made available through the purchased Services for Customer’s internal business or governmental purposes.
9.3. Aggregated Data. Simplicity owns Aggregated Data and may use, analyze, commercialize, license and disclose Aggregated Data for lawful purposes, provided it does not identify Customer or an individual. Simplicity will not publicly identify Customer as the source of Aggregated Data without Customer’s consent.
9.4. Customer Authority. Customer represents that it has the rights and permissions necessary for Simplicity to receive and process Customer Data and Customer Asset Data as contemplated by the applicable Order and these Terms.
10. Warranties; Predictive Analysis; Disclaimers
10.1. Simplicity Warranty. Simplicity warrants that it will perform Services in a professional and workmanlike manner. For Devices installed by Simplicity, Simplicity warrants that, at substantial completion of installation, the Device will be installed in material accordance with the applicable Order and will be in working order for its intended interface with the purchased Services. Customer’s exclusive remedy for breach of this warranty is re-performance, repair or replacement, as reasonably determined by Simplicity.
10.2. Manufacturer Warranties. For purchased Devices and Third-Party Materials, Simplicity will provide or make reasonably available applicable manufacturer warranty information and, upon reasonable request, assist Customer in presenting a covered warranty claim. Defects or performance issues arising after Simplicity’s installation warranty period, if any, are subject to the applicable manufacturer warranty unless an Order expressly provides additional Simplicity support or maintenance.
10.3. Predictive Analysis and Alerts. Customer acknowledges that any flood-risk prediction, predictive maintenance assessment, forecast, alert, recommendation, score, model output or other predictive or analytical result provided through an Offering (“Predictive Analysis”) is inherently probabilistic and may be based on historical data, current sensor readings, third-party data, weather forecasts, assumptions, algorithms, artificial intelligence or machine-learning models, and other inputs that may be incomplete, delayed, inaccurate or unavailable. Predictive Analysis is intended to assist, and not replace, Customer’s independent judgment, monitoring, emergency-management procedures or other appropriate safety measures. Simplicity does not warrant or guarantee that Predictive Analysis will predict any particular event, condition, failure, flood, water level or outcome, or that an alert will be issued or received before an event occurs. Customer remains responsible for decisions and actions taken or not taken based on Predictive Analysis.
10.4. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS OR AN ORDER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OFFERINGS AND THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SIMPLICITY DISCLAIMS ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE OFFERINGS WILL BE ERROR-FREE, UNINTERRUPTED OR ACHIEVE A PARTICULAR RESULT. SIMPLICITY DOES NOT WARRANT THIRD-PARTY DATA, TELECOMMUNICATIONS, WEATHER INFORMATION, THIRD-PARTY SOFTWARE OR OTHER THIRD-PARTY MATERIALS.
11. Indemnification
11.1. By Simplicity. Simplicity will defend Customer against a third-party claim alleging that Simplicity-proprietary Software, when used as authorized, infringes a United States patent, copyright or trademark, and will pay damages finally awarded or amounts approved by Simplicity in settlement. Simplicity may modify or replace the affected Offering, obtain continued rights, or terminate the affected Offering and refund prepaid unused recurring fees. This obligation does not apply to claims arising from Third-Party Materials, Customer Data, Customer modifications, combinations not supplied by Simplicity, or use contrary to these Terms or Documentation.
11.2. By Customer. To the extent permitted by applicable law, Customer will defend and indemnify Simplicity and its affiliates, officers, directors and personnel from third-party claims arising from: (a) Customer’s unlawful or unauthorized use of an Offering; (b) Customer Data or Customer Asset Data that Customer lacked authority to provide; (c) Customer’s negligence, willful misconduct or material breach of Section 4; or (d) Customer’s installation, maintenance, modification or use of a Device after risk of loss has passed, except to the extent caused by Simplicity.
11.3. Procedure. The indemnified Party will promptly notify the indemnifying Party of a claim, provide reasonable cooperation, and allow the indemnifying Party to control the defense and settlement, provided no settlement admits fault or imposes non-monetary obligations on the indemnified Party without its consent, not to be unreasonably withheld.
12. Limitation of Liability
12.1. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR AN ORDER, EVEN IF ADVISED OF THE POSSIBILITY.
12.2. LIABILITY CAP. EXCEPT FOR EXCLUDED CLAIMS IN SECTION 12.3, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE AFFECTED ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR A CLAIM ARISING BEFORE TWELVE MONTHS OF FEES HAVE ACCRUED, THE CAP WILL BE THE FEES PAID OR PAYABLE FOR THE FIRST TWELVE MONTHS OF THE AFFECTED ORDER.
12.3. Excluded Claims. The exclusions and cap in Sections 12.1 and 12.2 do not apply to fraud, gross negligence, willful misconduct, Customer’s payment obligations, either Party’s breach of confidentiality obligations, or indemnification obligations under Section 11, except to the extent a different limitation is stated in an Order or required by law.
12.4. Safety and Customer Decisions. Customer acknowledges that Offerings relating to monitoring, flood risk, alerts or Predictive Analysis are decision-support tools and are not a substitute for Customer’s emergency plans, inspections, professional judgment or legally required safety systems. Customer is responsible for determining appropriate actions concerning Customer Assets, personnel and public safety.
13. Confidentiality and Intellectual Property
13.1. Confidentiality. The receiving Party will use the disclosing Party’s Confidential Information only to perform or exercise rights under these Terms and applicable Orders, protect it using at least reasonable care, and disclose it only to personnel, affiliates, contractors and professional advisers who have a need to know and are bound by confidentiality obligations. A Party may disclose Confidential Information as required by law after providing notice when legally permitted and reasonably cooperating to seek protective treatment.
13.2. Ownership. Simplicity and its licensors retain all right, title and interest in and to the Software, XStreamEdge technology, Documentation, models, designs, methods, know-how, improvements and other Simplicity intellectual property. Except for title to purchased hardware and the limited rights expressly granted in these Terms or an Order, no ownership rights are transferred to Customer.
13.3. Feedback. Customer may provide suggestions or feedback. Simplicity may use feedback without restriction or obligation, provided it does not identify Customer or disclose Customer Confidential Information.
13.4. Return/Deletion. Upon termination and written request, each Party will return or destroy the other Party’s Confidential Information in its possession, subject to legal retention requirements and routine backup systems. Retained information remains subject to confidentiality obligations.
14. Term and Termination
14.1. Master Term. These Terms remain in effect while any Order is in effect unless terminated as provided below. Each Order begins on the date stated in the Order and continues for its stated term. Renewal terms, if any, are determined by the applicable Order.
14.2. Termination for Cause. Either Party may terminate an affected Order for material breach if the breach is not cured within thirty (30) days after written notice, or immediately if the breach is not curable. A Party may terminate all Orders immediately upon written notice if the other Party becomes insolvent, makes a general assignment for creditors, or becomes subject to a bankruptcy or receivership proceeding not dismissed within sixty (60) days.
14.3. Effect. Termination does not relieve Customer of fees accrued before termination. Upon expiration or termination of an Order, Customer’s rights to use subscription Software and Services under that Order cease, except for rights that expressly survive. Where reasonably practicable and subject to payment of applicable fees, Simplicity will make Customer Data then available in the Services available for export in a commonly used format for thirty (30) days after termination, unless an Order states otherwise.
14.4. Survival. Sections concerning accrued payment obligations, Pass-Through Terms as applicable, Data Rights, warranties and disclaimers, indemnification, limitation of liability, confidentiality, intellectual property, and miscellaneous provisions survive to the extent necessary to give them effect.
15. Government Customers and Compliance
15.1. Government Customers. If Customer is a governmental entity, the Parties acknowledge that Customer may be subject to public-records, procurement, appropriation, sovereign-immunity and other mandatory legal requirements. These Terms will be interpreted to preserve such requirements to the extent they cannot lawfully be waived, without expanding Customer’s rights beyond applicable law.
15.2. Texas-Specific Requirements. If a Texas governmental Customer or a particular Order is subject to mandatory certifications under Texas law, including Texas Government Code Section 2252.908 or applicable statutory restrictions concerning certain boycotts or prohibited contracting parties, Simplicity will provide certifications required by law. Such provisions apply only when legally applicable to the particular Customer and transaction.
15.3. Insurance. Simplicity will maintain commercially reasonable insurance appropriate to its business. Any project-specific insurance limits, certificates or additional-insured requirements must be stated in the applicable Order or required by applicable law.
16. Miscellaneous
16.1. Assignment. Neither Party may assign an Order or these Terms without the other Party’s prior written consent, not to be unreasonably withheld; provided either Party may assign them without consent to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, so long as the assignee assumes the assigning Party’s obligations. Any prohibited assignment is void.
16.2. Notices. Legal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or email with confirmation of receipt, to the address stated in the applicable Order or to an updated notice address provided in writing.
16.3. Force Majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, including flood, flash flood, high water, severe weather, fire, natural disaster, war, terrorism, civil disturbance, labor disruption, transportation interruption, governmental action, utility or telecommunications failure, or third-party service failure, except that Force Majeure does not excuse payment obligations for Offerings already provided.
16.4. Governing Law; Dispute Resolution. Unless an Order states otherwise, these Terms and each Order are governed by Texas law, without regard to conflicts-of-law rules. The Parties will first attempt in good faith to resolve disputes through business negotiations. If unresolved after thirty (30) days, either Party may request non-binding mediation in Austin, Texas before commencing litigation. Notwithstanding the foregoing, the mediation requirement shall not apply to any dispute arising out of or relating to the ownership, infringement, misappropriation, unauthorized use, or protection of a party’s intellectual property rights. Either party may seek injunctive or other equitable relief from a court of competent jurisdiction with respect to any such dispute without first participating in mediation. Subject to any mandatory law applicable to a governmental Customer, exclusive venue will lie in the state or federal courts located in Travis County, Texas, and each Party consents to their jurisdiction.
16.5. Entire Agreement; Amendment. These Terms, the applicable Order and incorporated Pass-Through Terms constitute the entire agreement concerning the Offerings in that Order and supersede prior or contemporaneous proposals and communications concerning them. Amendments must be in writing signed or otherwise expressly accepted by authorized representatives of both Parties. For clarity, an Order may expressly modify these Terms for that Order in accordance with Section 2.3.
16.6. Waiver; Severability. A waiver must be in writing and applies only to the specific instance. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if not possible, severed, and the remainder will remain effective.
16.7. Independent Contractors; No Third-Party Beneficiaries. The Parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary or employment relationship, and no third party is an intended beneficiary except indemnified persons under Section 11.
16.8. Electronic Signatures; Counterparts. Orders and amendments may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.
16.9 Order Acceptance. Each Order that references or incorporates these Terms forms a separate contract between Simplicity and Customer consisting of the Order, these Terms, and any materials expressly incorporated into the Order. The Order determines which Offerings and corresponding provisions apply.
Terms and Conditions Ver. 1 10-08-2026