1. Acceptance of terms

Welcome to SimTutor Limited's simulation creation service (the "Service"). We have tried to make the Service as simple and accessible as possible and we would prefer to keep our terms of use (“Terms”) simple too. Our legal advisors tell us we must protect ourselves and others so these Terms strive for succinct plain English but must be thorough.

The Terms are entered into by you and SimTutor Limited (“SimTutor”) a limited liability company incorporated in New Zealand. The Terms are binding on you and apply to you from the time of your acceptance of the Terms which shall be when SimTutor provides you access to the Service, including your use of the free trial. By using the Service, you signify your acceptance of these Terms. If you do not agree to these Terms, your sole remedy is to not use the Service. If your acceptance of these Terms is on behalf of an organization, corporation, company or other entity, you warrant that you have sufficient evidence that you have power of attorney for that respective entity.

The Terms will change over time based on user feedback and service development. SimTutor reserves the right to change these terms at any time. Revised Terms are effective from the time they are posted on the SimTutor website indicated by the “Last Revised” date at the top of each page of the Terms. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the SimTutor website. If you do not agree to be bound by the Terms as last revised, do not use (or continue to use) the Service.

2. Description of the Service

Our web-based Service allows users who register for an account (each an "Account Holder") to create and update a cloud based simulation and learning platform. Once registered, each Account Holder receives his or her own simulation account and may post Content" (defined in Section 9). Any new features added to the Service, including the release of new SimTutor tools and resources, shall form part of the Service and be subject to these Terms.

To use the Service, you must have access to the Internet, either directly or through devices that access web-based content, and you must pay any fees associated with Internet access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a web-enabled computer. The Service may include certain communications from us, such as service announcements, administrative messages, and the SimTutor Newsletter. These communications are considered part of SimTutor membership. You may not access the Service by any means other than through the Service interfaces we provide you.

3. Use of Service

SimTutor grants you the right to access and use the Service. This right is non-exclusive, non-transferable and limited by and subject to these Terms. Your use of the Service may include authorizing other users (trainers, viewers and other similar persons) to also use the Service. You acknowledge that, subject to any applicable written agreement between yourself and such other users you authorize, you are responsible for all authorized users' use of the SimTutor Service.

You agree to only use the Service for legal purposes. SimTutor is not responsible for illegal activities undertaken with the Service, misuse of the Service, or any use of the Service that results in harm, damages (economic and otherwise) or legal liability to any person. SimTutor reserves the right to moderate and remove any sim or content it views as inappropriate, without providing you with any notice or explanation.

SimTutor has the right, but not the obligation, to monitor all conduct on and content submitted to the SimTutor Service.

4. Registration

To register as an Account Holder, you must provide us with a valid email address and other information ("Registration Data"). You will choose a password and account designation for your simulations during the registration process and you will obtain a SimTutor user ID. You are responsible for maintaining the confidentiality of the password and account, and for all activities that occur under your account. In consideration of use of the Service, you agree to maintain and update true, accurate, current and complete Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if SimTutor has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Service or any portion thereof. Individuals under the age of 18 are prohibited from creating or using paid accounts through SimTutor.com. Trainees may, however, use SimTutor through student accounts created by their teachers.

5. Cancellation, termination and refunds

If you cancel the Service, your cancellation will take effect immediately. After cancellation, you will no longer have access to your simulations and we may or may not delete all information on your simulation platform. SimTutor will not be responsible for any loss suffered by any person caused directly (or indirectly) by SimTutor deleting such information or content. If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms.

Cancellation Policy: If you have no further use of your SimTutor account you can close your account by emailing [email protected], requesting that your account be cancelled.

For as long as we continue to offer the Service, we will provide and seek to update, improve and expand the Service. As a result, we allow you to access the Service as it may exist and be available on any given day but we shall have no other obligations, except as expressly stated in these Terms. We may modify, replace, refuse access to, suspend or discontinue the Service, partially or entirely, or change and modify prices for all or part of the Service for you or for all or some of our users at our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any Content available as part of your account, with or without notice, if deemed by us to be contrary to these Terms. For avoidance of doubt, we have no obligation to store, maintain or provide you a copy of any content that you or others provide when using the Service.

SimTutor is under no obligation and will not issue a full or partial refund for Service, however, we will handle customer support requests on a case-by-case basis. No guarantee or warranty in relation to the Service is provided or implied in any way.

You acknowledge and agree that if you breach these Terms in any way, SimTutor shall have the right (at its absolute discretion) to suspend, cancel or modify your use of the Service at any time or terminate these Terms.

6. SimTutor privacy policy

How we collect, protect and use your Registration Data and certain other information about you are contained in our privacy policy (“Privacy Policy”), which forms part of these Terms and can be found at Privacy Policy.

7. Simulation account and security

You are responsible for maintaining the security of your account and simulations ("sims"), for all activities that occur or actions taken using the account or in connection with the simulations by ensuring proper security, such as a strong password, is used. You agree to immediately notify us in writing of any unauthorized uses of the account or any other breaches of security at [email protected]. We will not be liable for any loss or damage suffered by any person resulting from your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will we be liable or responsible, in any way, for any or your acts or omissions under this section or those of any third party, including damages, fees or fines of any kind incurred as a result of such acts or omissions.

8. Ownership rights of your content

SimTutor does not claim ownership of your Content in any way, but you give us your permission to host your Content on the SimTutor Service. This permission exists only for as long as you continue to use the Service and remain an Account Holder. This is outlined further in the following sections.

9. Content and conduct rules and obligations

All information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials you post in a simulation via the Service ("Content") are the sole responsibility you, the uploader. You are responsible for all Content that you upload, post, transmit or otherwise make available via the Service. We do not control the Content you post via the Service.

By using the Service, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will we be responsible or liable to any person for your Content or the content of any third party, including, but not limited to, for any errors or omissions in your Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You acknowledge that we have no obligation to pre-screen Content, but that we shall have the right (but not the obligation) to refuse, move or delete any Content that is available via the Service. We shall also have the right to remove any Content that violates these Terms or is otherwise objectionable in our sole discretion. You must evaluate, and bear all risks associated with the use of any Content. You may not rely on any Content created by us. You acknowledge and agree that we may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect our rights, property, or personal safety and those of our users and the public.

You acknowledge and agree that the technical processing and transmission of the Service, including Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You agree that you will not:

1. upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy ( including Content that includes the address, email, phone number, or any other contact information unless the owner of such information has given his or her written consent), hateful, or racially, ethnically or otherwise objectionable;
2. harm minors in any way;
3. impersonate any person or entity, including, but not limited to, a SimTutor official, employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. forge or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
5. upload, post or otherwise transmit any Content that you do not have a right to transmit under any law in any jurisdiction or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
6. upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party; by uploading content, you assert you have the right to use it;
7. upload, post, or transmit unsolicited commercial email or "spam". This includes unethical marketing, advertising, or any other practice that is in any way connected with "spam", such as (i) sending mass email to recipients who haven't requested email from you or with a fake return address, (ii) promoting a site with inappropriate links, titles, descriptions, or (iii) promoting your site by posting multiple submissions in public forums that are identical;
8. upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
9. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
10. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the New Zealand Government, U.S. Securities and Exchange Commission, any rules of any regulations having the force of law;
11. "stalk" or otherwise harass any person;
12. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices;
13. offer for sale or sell any item, good or service that (i) violates any applicable New Zealand or US federal, state, or local law or regulation, (ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (iii) we determine, in our sole discretion, is inappropriate for sale through the Service;
14. use the Service as a forwarding service to another service;
15. solicit a third party's passwords or personal identifying information for unlawful or phishing purposes;
16. exceed the scope of the Service that you have signed up for; for example, by accessing and using the tools that you do not have a right to use, or deleting, adding to, or otherwise changing other peoples comments or content;
17. upload, post or otherwise transmit any Content that is intended to take advantage of a user. Such content may include, but is not limited to, "get rich quick", "get paid to surf", pyramid/MLM, or other such similar dubious schemes.
18. include any advertising that reduces the usability of the service.
19. upload files for the sole purpose of having them hosted by us and for use outside of a simulation created using the Service.
20. create a simulation that provides an injurious user experience with custom programming. Examples include, but are not limited to, extreme flashing banners and excessive animated movement.
21. upload, post or otherwise transmit any Content that is adult in nature, such as any nudity in a sexual context, any Content revealing exposed genitalia, or any Content with adult themes.

We retain the right to terminate any account or user who has, in our sole discretion, violated any of the above prohibitions.

For the avoidance of doubt, SimTutor does not condone in any way whatsoever the use of your Content for or in connection with any misleading, inappropriate or illegal activity (as described in this section 9 and elsewhere in these Terms) and reserves the right to report such activities to the relevant law enforcement agencies and organizations and SimTutor shall in its sole and absolute discretion determine whether Content is being used in such manner.

You agree to defend, indemnify, save and hold SimTutor harmless in respect to all claims, demands, liabilities, costs and/or expenses SimTutor may suffer or incur resulting from a breach of your obligations specifically mentioned in this section 9.

10. Fees/payment

Some of the features on the Service require payment of fees. If you elect to sign up for these features, you shall pay all applicable fees, as described on the Service in connection with such features selected by you. We reserve the right to change our prices and at any time. You authorize us to make any reasonably necessary inquiries to validate your account and financial information. The name that will appear on your statement is SIMTUTOR LTD. All services are charged in US Dollars.

Fees quoted by SimTutor do not include any applicable taxes and surcharges, if any, such as taxes on goods and services or value-added taxes. Where SimTutor has a legal obligation to collect and remit such taxes in connection with the Service, SimTutor reserves the right to do so.

11. Additional software

If you elect to download or access any additional software or third party content made available by us through the Service, you must agree to any additional terms and conditions imposed by any such third party before you use such software or third party content. If you do not agree to the third party's terms of service or license agreement, do not download the software or content.

Your use of any third party software or content obtained through the Service does not transfer to you any rights, title or interest in or to the third party software or such content beyond the terms contained in the third party provider's terms of service or license.

12. International use

Recognizing the global nature of the Internet, you agree to comply with all local rules applicable in your jurisdiction regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from New Zealand, the United States or the country in which you reside.

13. Links

The Service may provide, or third parties may provide, links to other web sites or resources. Because we have no control over such sites and resources, we are not responsible for the availability of such external sites or resources, and we do not endorse and are not responsible or liable to any person for any content, advertising, products, or other materials on or available from such sites or resources. We are not liable for any damage or loss incurred by any person and caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

14. Indemnity

To the maximum extent permitted by applicable law, you agree to indemnify, and keep indemnified, and hold SimTutor, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees, harmless from any damages, liabilities, expenses, claims or demand, including reasonable attorneys' fees, made by any third party due to or arising out of or in connection with your Content, use of or connection to the Service, violation of these Terms, or violation of any rights of any third party.

15. Payments

Free Trial: We offer a free trial account to allow you to use and assess the Service. After the agreed assessment opportunity as defined on our website at the time that you sign up, you will be required to pay for the Service or discontinue using the Service. You must provide valid contact information.

Billing information: When you make a deposit to your account you have with us, we will ask for your billing details and credit card information. Your card details are in encrypted form in a secure online vault by our payment processing partner, Direct Payment Solutions (DPS), and are not accessible to any SimTutor employees. For billing purposes, DPS will keep your credit card information on file and we may ask you to update it from time to time.

Payment: You will pre-pay SimTutor for use of the SimTutor Service. Payment will be made via credit card in USD. Your account credit expires only after one full year has passed.

Currency: All prices on the SimTutor website are in US dollars.

No mandatory refunds: SimTutor will use its best endeavors to provide refunds of unused services.Please contact [email protected] for more information.

16. No resale of Service

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service without our express written permission. You will be allowed to sell the service through the SimTutor marketplace, when it is established.

17. General practices regarding use and storage

We may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time with or without notice to you.

18. Our proprietary rights

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contains proprietary and confidential information that may be protected by applicable intellectual property laws and other general laws. You further acknowledge and agree that content contained in sponsor advertisements or in information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by us or our advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part.

We do not want to receive confidential or proprietary information from you through the Service or by email. Unless previously agreed in writing by an authorized SimTutor representative, any material, information or idea you transmit to us by any means may be disseminated or used by us or our affiliates without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. However, this provision does not apply to Content (as defined in section 9), or to personal information that is subject to our Privacy Policy. SimTutor claims no rights to your content in any way.

19. Disclaimer of warranties

You expressly understand and agree that:

1. your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis and consequently, we expressly disclaim all warranties or guarantees of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
2. We are not responsible for any damage, loss of data, customer information or vendor data, revenue, or other harm to business arising out of delays, miss-delivery or non-delivery of information, restriction or loss of access, bugs or other errors, unauthorized use due to your sharing of access to the Service, or other interaction with the service.
3. You are responsible for maintaining and backing-up your data and information that may reside on the Service.
4. SimTutor does not warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the service will be corrected.
5. Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

20. Limitation of liability

To the maximum extent permitted by applicable law you agree that in no event shall SimTutor (including its “Related Parties” as that term is defined in the Companies Act 1993 (NZ)) have any responsibility or liability to you or your agents or nominees for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if SimTutor has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; or (v) any other matter relating to the Service or in connection with these Terms.

SimTutor’s aggregate liability under these Terms to you or your agents or nominees for all claims relating to the Service shall not exceed the amounts paid by you to during the three months preceding the event giving rise to your claim.

21. SIMTICS:

SIMTICS Limited (“SIMTICS”) is a related company to SimTutor. You are permitted to use SimTutor in medical-related applications but you are not permitted to use SimTutor in competition with SIMTICS in medical-related industries. SimTutor Management, in consultation with SIMTICS Management and Board, reserves the right to determine what use of SimTutor constitutes use in competition with SIMTICS. SimTutor reserves the right to cancel any account or subscription that it deems is being used in competition with SIMTICS service in medical-related industries.

22. General

We may provide notices to you via either email or regular mail. The Service may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Service.

These Terms and the relationship between you and SimTutor shall be governed by the laws of New Zealand without regard to its conflict of law provisions. You and SimTutor agree to submit to the personal and exclusive jurisdiction of the courts located within Auckland, New Zealand.

The failure of SimTutor to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

These Terms (which include the Privacy Policy) constitute the entire agreement between you and us and govern your use of the Service, superseding any prior agreements (including, but not limited to, any prior versions of these Terms). You also may be subject to additional terms and conditions that may apply when you use affiliate or other services, third-party content or third-party software.

If any provision of these Terms or incorporated documents are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

Any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section headings in these Terms are for convenience only and have no legal or contractual effect.

You acknowledge and agree that you are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding.

Further, more than one person's claims may not be consolidated under any circumstances, in any form of any class or representative proceeding or otherwise.

The terms "we", "us" or "our" shall refer to SimTutor. The terms "you", "your" shall refer to any individual or entity who accepts these Terms. Unless otherwise specified or specifically legislated for under New Zealand law, nothing in these Terms shall be deemed to confer any rights or benefits on any person not a party to these Terms.

Sections 1,5,6,8,10,12,14,16,20,21, and 22 of these Terms shall survive the termination or expiration of the Terms.

All notices must be sent under these Terms via email: (a) If to SimTutor, to [email protected], and (b) If to you, to the primary email address listed on you SimTutor account. Any notice sent shall be deemed to have been received at the time and date logged by the sender's email server of confirmation of delivery of the email message to the recipient's email server.

We reserve the right to assign (at our absolute discretion) these Terms to any third party. You may not assign these Terms in any way without our prior written consent.

Nothing in these Terms shall be construed as creating the relationship of agency, employment, partnership or joint venture between you and SimTutor.

23. Abuse

Please email [email protected] to report any violations of these Terms.