Terms of Service

Last Updated: May 1, 2026

Thank you for choosing Simply Semantics, LLC ("Simply Semantics," "we," "us," or "our"). We are a Connecticut-based company dedicated to creating and selling small, low-cost, high-volume Software-as-a-Service (SaaS) components, tools, and solutions — including AI-powered services, integrations, lead extraction tools, custom workflows, and more — that companies, AI bots, and applications can easily leverage and integrate to grow and automate.

These Terms of Service ("Terms" or "Agreement") constitute a binding legal contract between you (the individual or the entity on whose behalf you are accessing or using the Services, referred to as "Customer," "you," or "your") and Simply Semantics regarding your access to and use of our Services.

BY SIGNING UP FOR AN ACCOUNT, ACCESSING, OR USING THE SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION, YOU MUST NOT ACCESS OR USE THE SERVICES.

COMPANY REPRESENTATION. If you provide a company or organization name during account registration or in your account profile, you represent and warrant that (a) you are agreeing to these Terms on behalf of that company or organization, (b) you have the authority to bind that company or organization to these Terms, or (c) you have obtained approval from that company or organization to agree to these Terms on their behalf. In such case, "Customer" and "you" refer to that company or organization.

These Terms apply to all access and use of the Services, including any web interfaces, dashboards, tools, integrations, APIs, widgets, plugins, downloadable components, consulting deliverables, or related features we provide. We may update these Terms from time to time by posting the revised version on our website (www.simplysemantics.com). Your continued use of the Services after any such changes constitutes your acceptance of the updated Terms. If you have questions, contact us at legal@simplysemantics.com.

1. Definitions

2. Access and Use of the Services

2.1 License Grant. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to: (a) access and use the Services solely for your internal business purposes or within your Customer Applications; (b) integrate or incorporate the Services using any provided methods (e.g., APIs, widgets, plugins, web tools) in accordance with the Documentation; and (c) use Access Credentials solely for authorized access. You may make the resulting Customer Applications available to your own end-users, provided you remain fully responsible for them.

2.2 Authorized Users and Responsibility. You are fully responsible for all acts and omissions of your Authorized Users and any end-users of your Customer Applications. You will ensure they comply with these Terms, and any breach by them is your breach. You must promptly notify us of any unauthorized use or security breach.

2.3 Customer Content.

2.4 Acceptable Use. You must at all times comply with our AUP. Prohibited conduct includes (without limitation): illegal activities, generating harmful/offensive content, reverse engineering, competitive analysis/benchmarking without permission, spamming, or using the Services in high-risk scenarios (e.g., medical diagnosis, safety-critical systems) without appropriate human oversight and verification.

2.5 Suspension and Termination Rights. We may suspend or terminate access (in whole or part) immediately if we reasonably believe your use violates these Terms, the AUP, applicable law, or creates risk to our systems, other users, or Third-Party Providers. No refunds will be provided for suspensions.

2.6 Usage Limits and Fair Usage. We may impose usage limits, quotas, throttling, or other restrictions to protect service quality and integrity. Exceeding limits may result in temporary or permanent restrictions.

2.7 Third-Party Providers (Critical for xAI and Telnyx). The Services rely on Third-Party Providers such as xAI (for Grok API) and Telnyx (for communications, voice, messaging, and related services). We are authorized to develop integrations ("Bundled Services") and offer them to you and your end-users under the applicable provider terms.

You agree to: (a) comply with, and ensure your Authorized Users and end-users comply with, all Third-Party Providers' terms of service, acceptable use policies, privacy policies, and other requirements (including xAI Enterprise Terms and Telnyx Terms & AUP, which are incorporated by reference to the extent applicable); (b) include in any agreements with your own end-users terms that are substantially consistent with, and at least as protective of Simply Semantics and the Third-Party Providers as, these Terms, the AUP, and the providers' policies; (c) remain solely responsible to us and to the Third-Party Providers for all use by your end-users; and (d) obtain all required consents (e.g., for messaging, recordings, or data processing) and comply with laws such as TCPA, 10DLC, GDPR/CCPA, and STIR/SHAKEN where applicable.

We make no representations about Third-Party Providers' uptime, accuracy, continued availability, or performance. Any issues with Third-Party Providers (including rate limits, policy changes, or service suspension) do not relieve you of your payment obligations and are not a breach by us.

2A. Professional Services and Custom Integrations

2A.1 Scope of Professional Services. From time to time, Simply Semantics may provide custom integration work, configuration, implementation assistance, consulting deliverables, or other professional services ("Professional Services") to Customer, as separately agreed in a written order form, statement of work, or similar document ("SOW"). In the event of any conflict between an SOW and these Terms, the SOW shall govern solely with respect to the subject matter of that SOW.

2A.2 Professional Services Delivered "As Is." All Professional Services, including custom integrations, configurations, scripts, workflows, and related deliverables, are provided "as is" and "as available," without warranties of any kind, express or implied, including any warranty of fitness for a particular purpose, merchantability, or that deliverables will be error-free or meet Customer's specific requirements. Customer is responsible for testing and validating all deliverables prior to production use.

2A.3 Liability for Professional Services. Simply Semantics' total aggregate liability for any claims arising out of or related to Professional Services shall not exceed the fees paid for the specific Professional Services giving rise to the claim in the three (3) months immediately preceding the claim, subject in all cases to the overall liability cap in Section 9. Simply Semantics shall not be liable for any failure, defect, or incompatibility arising from Customer's systems, third-party software, or changes made by Customer or third parties after delivery.

2A.4 Scope Changes. Any changes to the scope of Professional Services must be agreed to in a written amendment to the applicable SOW signed by both parties. Simply Semantics is not obligated to perform services beyond the scope defined in the SOW, and requests outside that scope may be subject to additional fees.

2B. Hosting, Availability, and Maintenance

2B.1 No Uptime Guarantee. Simply Semantics does not guarantee any specific level of uptime, availability, performance, or response time for the Services. Access to the Services may be interrupted, delayed, or unavailable from time to time due to maintenance, technical failures, third-party outages, or other circumstances beyond our reasonable control.

2B.2 Scheduled and Emergency Maintenance. We reserve the right to take the Services offline for scheduled or emergency maintenance at any time, with or without advance notice. We will use commercially reasonable efforts to notify Customers in advance of scheduled downtime where practicable, but have no obligation to do so. Maintenance periods, whether scheduled or unscheduled, shall not constitute a breach of these Terms.

2B.3 No Data Backup Obligation. Simply Semantics does not guarantee the backup, retention, recovery, or restoration of any Customer Content. We may delete Customer Content upon termination of your account or as otherwise described in these Terms. You are solely responsible for maintaining independent backups of any data you submit to or store through the Services. We shall have no liability for any loss, corruption, or unavailability of Customer Content.

3. Intellectual Property

3.1 Our IP. We (and our licensors/Third-Party Providers) retain all right, title, and interest in the Services, Documentation, underlying technology, and any improvements (collectively, "Our IP"). No rights are granted except the limited license above.

3.2 Feedback. Any suggestions, ideas, or feedback you provide regarding the Services is ours to use freely without restriction or compensation. You assign all rights in such feedback to us.

3.3 Usage Data. We own all Usage Data and may use, analyze, and commercialize it for any purpose without restriction or compensation.

4. Fees and Payment

4.1 Payment Obligations. You agree to pay all applicable Fees. Fees are non-refundable except as expressly stated or required by law. We may update Fees at any time by providing at least thirty (30) days' prior written notice to you via email to your registered address or through the Services. Your continued use of the Services after the effective date of any Fee change constitutes your acceptance of the updated Fees. If you do not agree to the updated Fees, you must stop using the Services and terminate your account before the effective date of the change.

4.2 Billing and Taxes. We may charge your designated payment method automatically. You are responsible for all taxes (except taxes on our net income).

4.3 Late Payments. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law.

5. Confidentiality

Each party will protect the other's Confidential Information using at least the same degree of care as for its own similar information (but no less than reasonable care) and use it only as permitted. Upon termination, return or destroy Confidential Information.

6. Data Protection and Privacy

If the Services process personal data on your behalf, our DPA (if applicable) governs. Otherwise, our Privacy Policy applies. You are responsible for obtaining consents and complying with data protection laws for your Input.

6A. Consent to Recording, Transcription, and Monitoring of Communications

BY CREATING AN ACCOUNT OR USING ANY SIMPLY SEMANTICS PRODUCT OR SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND CONSENT TO THE FOLLOWING:

  • Recording and Transcription. Phone calls, voice interactions, video sessions, text messages, chat messages, emails, and any other communications made through, processed by, or facilitated by the Services may be recorded, transcribed, stored, and analyzed by Simply Semantics and its Third-Party Providers for purposes including but not limited to: service delivery, quality assurance, compliance, training, dispute resolution, and improvement of the Services.
  • Your Consent. By using the Services, you consent to the recording and transcription of all communications you initiate, receive, or participate in through the Services.
  • Third-Party Consent — Your Responsibility. If you use the Services to contact, communicate with, or interact with any third party (including but not limited to leads, prospects, customers, clients, vendors, or any other individual or entity), you represent and warrant that you have obtained all necessary consents, permissions, and authorizations from such third parties for the recording, transcription, monitoring, storage, and processing of those communications, in compliance with all applicable federal, state, and local laws — including but not limited to the Telephone Consumer Protection Act (TCPA), state wiretapping and eavesdropping statutes (including two-party/all-party consent states), the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable privacy or telecommunications laws.
  • Notification Obligation. You agree to provide clear and conspicuous notice to all parties you contact through the Services that the communication may be recorded and transcribed, prior to or at the beginning of each such communication, where required by law.
  • Indemnification. You agree to indemnify, defend, and hold harmless Simply Semantics from any and all claims, damages, fines, penalties, and liabilities arising from your failure to obtain required third-party consents or to comply with applicable recording and consent laws.

SIMPLY SEMANTICS IS NOT RESPONSIBLE FOR YOUR COMPLIANCE WITH RECORDING CONSENT LAWS. IT IS YOUR SOLE RESPONSIBILITY TO UNDERSTAND AND COMPLY WITH ALL APPLICABLE LEGAL REQUIREMENTS REGARDING THE RECORDING AND TRANSCRIPTION OF COMMUNICATIONS IN YOUR JURISDICTION AND THE JURISDICTIONS OF THE PARTIES YOU CONTACT.

7. Representations and Warranties

You represent and warrant that: (a) you have full authority to enter these Terms; (b) your use complies with all laws and Third-Party Providers' terms; (c) Input does not infringe third-party rights; (d) you will verify and validate Outputs before use; and (e) you will not use the Services in prohibited or high-risk ways.

8. Disclaimers

THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, ERROR-FREE OPERATION, SECURITY, OR UNINTERRUPTED ACCESS.

WE MAKE NO WARRANTY THAT OUTPUTS WILL BE ACCURATE, UP-TO-DATE, BIAS-FREE, HALLUCINATION-FREE, OR SUITABLE FOR ANY PURPOSE. Outputs may contain errors, biases, harmful content, or similarities to other materials. Outputs are not professional, legal, medical, financial, investment, safety-critical, or other advice and must not be relied upon as such. You must independently verify, validate, and fact-check all Outputs before any use or reliance.

Third-Party Services Disclaimer: We are not responsible for the acts, omissions, availability, or policies of any Third-Party Providers (including xAI and Telnyx). Any claims related to Third-Party Providers must be directed to them.

8A. Security Validation Services Disclaimer (Semantic Shield)

ALL SECURITY VALIDATION, SKILL VETTING, TRUST SCORING, AND RELATED SERVICES (INCLUDING BUT NOT LIMITED TO SEMANTIC SHIELD) ARE PROVIDED ON A "BEST EFFORT" BASIS ONLY.

Simply Semantics makes no guarantee, warranty, or representation — express or implied — that any skill, plugin, tool, action, or third-party component validated, reviewed, or approved through our Services is free from security vulnerabilities, malicious code, data exfiltration risks, prompt injection vectors, zero-day exploits, or any other threat, whether known or unknown at the time of validation.

Our security assessments are based on the information, data, and intelligence available to us at the time of review. Threat landscapes evolve continuously, and no security review — regardless of the expertise or diligence applied — can guarantee absolute safety or protection. You acknowledge that:

  • Security validations reflect a point-in-time assessment and are not a guarantee of ongoing or future safety.
  • New vulnerabilities, zero-day exploits, and attack vectors may emerge after a validation is performed.
  • You remain solely responsible for your own security posture, risk assessments, and the decision to install, enable, or rely on any skill, plugin, or tool — regardless of its validation status through our Services.
  • Our Services supplement but do not replace your own due diligence, security practices, and independent verification.

SIMPLY SEMANTICS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTRACTORS SHALL NOT BE HELD LIABLE FOR ANY SECURITY EVENT, BREACH, DATA LOSS, UNAUTHORIZED ACCESS, SYSTEM COMPROMISE, DOWNTIME, FINANCIAL LOSS, OR ANY OTHER DAMAGE — WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE — ARISING FROM OR RELATED TO THE USE OF, OR RELIANCE ON, ANY SECURITY VALIDATION, TRUST SCORE, APPROVAL STATUS, OR OTHER OUTPUT OF OUR SECURITY SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

By using our security validation services, you expressly acknowledge and accept these limitations and agree that all risk associated with the installation, use, or deployment of any validated skill or component rests solely with you.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • NEITHER PARTY, NOR OUR AFFILIATES, LICENSORS, THIRD-PARTY PROVIDERS, OFFICERS, DIRECTORS, OR EMPLOYEES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — EVEN IF ADVISED OF THE POSSIBILITY.
  • WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE FOR ANY SECURITY BREACH, DATA LOSS, UNAUTHORIZED ACCESS, SYSTEM COMPROMISE, OR ANY DAMAGE ARISING FROM OR RELATED TO YOUR RELIANCE ON ANY SECURITY VALIDATION, TRUST SCORE, SKILL APPROVAL, OR OTHER SECURITY-RELATED OUTPUT PROVIDED BY OUR SERVICES. ALL SECURITY SERVICES ARE BEST-EFFORT ASSESSMENTS AND DO NOT CONSTITUTE A GUARANTEE OF SAFETY OR SECURITY.
  • OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (ii) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

The aggregate liability cap above applies to both parties. Neither party's total aggregate liability to the other under or related to these Terms shall exceed the greater of (i) the total Fees paid by Customer in the twelve (12) months immediately preceding the claim, or (ii) one hundred United States Dollars (USD $100). For the avoidance of doubt, the limitations of liability in this Section 9 apply to all claims arising under or related to these Terms, including claims related to Professional Services, custom integrations, hosted services, and security validation services, regardless of the form of action (contract, tort, or otherwise).

10. Indemnification

You will indemnify, defend, and hold harmless us, our affiliates, licensors, Third-Party Providers (including xAI and Telnyx), officers, directors, employees, and agents from and against any claims, demands, losses, liabilities, damages, costs, and expenses arising out of or related to: (a) your use of the Services or Outputs; (b) Input or Customer Applications; (c) breach of these Terms or any Third-Party Provider terms; (d) violation of law or third-party rights; (e) reliance on Outputs without proper verification; or (f) any security event, breach, or damage arising from your reliance on any security validation, trust score, or approval provided by our Services without conducting your own independent security assessment.

11. Term and Termination

11.1 Term. These Terms begin when you accept them (e.g., by signup or first use) and continue until terminated.

11.2 Termination. Either party may terminate for material breach (with cure period where applicable). We may terminate immediately for violation of AUP, law, or risk to service. You may terminate by ceasing use and notifying us.

11.3 Effects of Termination. Upon termination: cease all use (including Third-Party integrations where required); pay all outstanding Fees; delete/revoke Access Credentials. Sections 3, 5, 7–10, 12, and 13 survive (including Section 8A).

12. Governing Law and Dispute Resolution

12.1 Governing Law. These Terms are governed by the laws of the State of Connecticut, without regard to conflict-of-laws principles.

12.2 Arbitration. Any dispute arising out of or related to these Terms will be resolved by binding arbitration in Shelton, Connecticut, under the rules of the American Arbitration Association (AAA). Arbitration will be on an individual basis (no class actions). You waive any right to a jury trial.

13. Miscellaneous

13.1 Entire Agreement. These Terms (including AUP, DPA if applicable, pricing page, and any incorporated Third-Party Provider terms) constitute the entire agreement and supersede all prior understandings.

13.2 Severability. If any provision is held invalid, the remainder remains enforceable.

13.3 Force Majeure. Neither party is liable for delays due to events beyond reasonable control.

13.4 Assignment. You may not assign these Terms without our prior written consent. We may assign freely.

13.5 No Waiver. Failure to enforce any right does not waive it.

13.6 Notices. We may provide notices via email, in-product messages, or posting on our site. You consent to electronic notices.

13.7 Independent Contractors. The parties are independent contractors; no partnership or agency is created.

By accessing or using the Services, you confirm that you have read, understood, and agree to these Terms, including the strong disclaimers, liability limitations, and risk allocations designed to support our low-cost, high-volume SaaS model and the inherent uncertainties of AI technologies.