Simple Wires
Here's the deal between you and Holbrook Enterprises, Inc. ("HEI," or just "us") in normal-human language. By clicking accept, you're agreeing to all of it.
While your subscription is active, you can use the service and build the output into your own apps or projects — as long as that project has real value of its own and isn't just a thin wrapper around our service.
You can't hand these rights off to someone else, except where the "transferring the agreement" part below allows it.
We give you a Projects Dashboard to manage everything. That's your control panel.
Everything runs on Microsoft Azure, currently served from a data center in the Central US region.
You'll need an account, and you're responsible for keeping your password and access Token safe. If you spot anything sketchy — like someone using your account without permission — let us know as soon as you can. We're not obligated to hand out extra accounts or tokens.
We may update the service over time. If we make a meaningful change, we'll let you know (assuming you've opted in to those notices). We can also update these terms and pricing — material changes generally kick in 30 days after we post them, though changes tied to brand-new features take effect right away. For seriously negative changes to any service-level promises, you'll get at least 90 days' notice. Don't love the new terms? Just stop using the service.
We can also adjust our data-handling and security terms, but only in ways that stay commercially reasonable, don't weaken your security, don't broaden what we do with your personal data, and don't otherwise hurt your rights.
Free tier: Some features are free up to a certain usage threshold.
Billing: At the start of each subscription period we send you an electronic bill. Pay by card and we charge it right away; pay by invoice (if we've agreed to that) and it's due per the invoice terms. Once you owe it, you owe it — fees aren't cancellable, and our measurement of your usage is the final word.
About 3 days before your subscription renews, we'll email you a reminder. If you don't cancel before the renewal date, the card on file gets charged automatically — canceling in time is on you. No valid card on file? Your account drops down to Free mode with all the usual limits.
Any taxes are your responsibility, and you pay us without docking anything for them. If we have to collect tax, it shows up on your invoice unless you give us a valid exemption certificate. If your local rules require VAT withholding, you'll gross the amount up so we still receive our full net fee.
Got a billing dispute? Raise it before the due date. If we find a genuine error on our side, we issue a credit memo rather than a new invoice. Refunds are at our discretion — and cash/card refunds carry a 20% processing fee, while a credit memo or a prorated invoice for future service carries none. Heads up: you generally need to flag any fee complaint within 60 days of being charged.
Overdue balances can rack up interest at 1.5% per month (or the legal max, if lower), plus reasonable collection costs. Fall behind and we may suspend the service or end the agreement.
No purchase-order number needed on our end for you to owe fees, just so that's clear.
Privacy: Make sure you've got whatever consents you need to let us process your data.
What you can't do:
We don't design the service for HIPAA-regulated health data — don't put Protected Health Information through it unless you've gotten our written okay first.
Some pieces of the service (including open-source software) come with their own licenses. Where one of those clearly overrides this agreement, that license wins for that component.
We may give you documentation with its own usage rules (like attribution requirements) — please follow them.
We respond to copyright infringement notices and cut off repeat infringers, following the DMCA process. Think someone's stepping on your copyright? Email support@simplewires.com.
If there's an urgent security problem, we may automatically suspend your service, project, or account — but only as much as needed, and only for as long as needed, to deal with it. If we ever suspend you without warning, just ask and we'll explain why as soon as we reasonably can.
The basics: You keep all the rights to your data and your projects. We keep all the rights to the service and our software. Neither of us is quietly handing the other any extra IP.
Your data: We won't poke around in it except as needed to actually run the service for you.
Feedback: If you send us ideas or suggestions, we can use them freely — and you're assigning those suggestions to us, no strings attached.
Benchmarking: You're welcome to test the service, but you can't publicly post comparison or benchmark results unless you include enough detail for us (or anyone) to reproduce them. If you do publish results, we get to test and publish results on your products too.
As long as your subscription fees are paid, we'll provide technical support per our support guidelines.
We can discontinue any part of the service at any time. That said, for the services covered by our deprecation policy, we'll announce it ahead of time and make a reasonable effort to keep that version running for at least a year — unless the law forces our hand or keeping it alive creates a real security risk or serious technical/economic burden.
If one of us shares confidential info, the other keeps it confidential and only shares it with people who genuinely need to know and are bound to keep it quiet. Your data counts as your confidential info.
The one exception: if the law (a court order, subpoena, etc.) forces a disclosure, that's allowed — but we'll try to give you a heads-up first and cooperate with reasonable efforts to push back, unless doing so would itself break the law, obstruct an investigation, or put someone in danger.
When it starts: This agreement begins the day you accept and runs until it's ended.
Either of us can end things if the other materially breaks the agreement and doesn't fix it within 30 days of written notice — or goes out of business / hits insolvency that doesn't clear within 90 days — or racks up the same material breach more than twice.
We may end your service without notice if you haven't logged in for 365 days, have no projects or drawings, or your fees are unpaid / subscription isn't active.
You can stop using the service and walk away at any time, for any reason. We can also end the agreement for our own convenience at any time.
Once it's over, the rights we granted each other stop, any fees you still owe come due on the final bill, and your data gets permanently deleted or anonymized.
If your email on file bounces and we can't reach you, the service ends — we don't have to try other ways to find you, even if we have your phone number. Your data gets permanently deleted or anonymized.
You're free to say publicly that you're a Simple Wires customer (within our trademark guidelines). Want to actually display our logo or branding? Get our written okay first. On our end, we may list your name or logo as a customer in our marketing, and mention you as a customer. Either of us can pull that permission later with written notice and reasonable time to stop.
Each of us confirms we have the authority to enter this agreement and that we'll follow the laws that apply to our use or provision of the service. We also promise to deliver the service in line with any service-level agreement that applies.
Other than what's explicitly promised here, we provide the service as-is, with no other warranties of any kind — no implied promises about merchantability, fitness for a particular use, or non-infringement. We're not on the hook if data gets lost or doesn't get stored, so back up your own stuff. We don't promise the service will be error-free or never go down, and it's definitely not built for High Risk Activities.
(Yes, this one's in all-caps in the official version. That's a legal convention — it means "pay attention to this part.")
Indirect damages: Neither side is liable for lost revenue or indirect, special, incidental, consequential, or punitive damages — even if we saw them coming.
The cap: Neither side's total liability under this agreement can exceed what you paid us in the 12 months before whatever caused the problem.
Exceptions: Those limits don't apply to IP violations, indemnification duties, or your obligation to pay your fees.
You cover us for third-party legal claims that come out of your app, project, data, or branding, or from using the service in a way that breaks the rules.
We cover you for third-party claims that our core technology or our branding infringes someone's patent, copyright, trade secret, or trademark.
This doesn't apply where the problem comes from your own breach, someone modifying the tech, combining it with stuff we didn't provide, or using an outdated/unsupported version.
To get covered, the indemnified side needs to give prompt written notice, cooperate, and hand over control of the defense (you can still hire your own non-controlling lawyer, and no settlement that puts an obligation on you happens without your okay).
If we think the service might infringe someone's IP, we can fix it by getting you the right to keep using it, modifying it to be non-infringing, or swapping in an equivalent — and if none of those are reasonable, we may suspend or end the affected service. This section is the full set of rights and duties around third-party IP claims.
The service was built entirely at private expense, so it counts as "commercial computer software" under the federal acquisition rules.
Notices: Keep them in writing. To reach our legal team, email support@simplewires.com.
Transferring the agreement: Neither side can hand this off without the other's written okay — except to an affiliate, as long as they agree to be bound, you stay on the hook if they slip, and you let us know.
Change of control: If either side gets bought or merges, they tell the other within 30 days, and the other side can end the agreement within 30 days of finding out.
Force majeure: Neither side is liable for delays caused by stuff genuinely outside its control.
A few quick ones: This doesn't make us business partners. Not enforcing a right doesn't mean we waived it. If one piece of this agreement is unenforceable, the rest still stands. Nobody outside this agreement gets to claim its benefits. Either side can still seek an injunction when needed.
Governing law: For most customers, Idaho law applies and disputes go to the state or federal courts in Canyon County, Idaho. (Government entities have their own variations spelled out in the official version.)
Amendments: Other than the change processes described above, any change has to be in writing and signed by both of us.
What sticks around: The sections on IP/data, confidentiality, effect of termination, liability limits, indemnification, and this fine-print section all survive after the agreement ends.
The whole deal: This is the complete agreement between us and replaces anything earlier on the same topic. If there's a conflict between documents, the main agreement wins, then any linked URLs. The English version governs if a translation disagrees.