Terms of Service / Master Services Agreement
Version: 2026-05-31 Applies to: the Organization (accepted on its behalf by an authorized owner or administrator)
1. Agreement
These Terms of Service (“Terms” or “Agreement”) are a binding agreement between Diospyros Holdings LLC, a Wyoming limited liability company with a registered/principal address at 30 N Gould St Ste N, Sheridan, WY 82801, which operates the SimCheck.ai platform (“SimCheck”, “we”, “us”, “our”), and the organization that accesses or uses the Services (“Customer”, “you”, “your”). By clicking “I Agree”, creating or administering an organization, or otherwise accessing or using the Services, an individual represents that they are authorized to bind the Customer and accepts these Terms on the Customer’s behalf. If you do not have such authority, or do not agree, you may not use the Services.
The End User License Agreement (“EULA”), the Acceptable Use Policy (“AUP”), the Privacy Policy, and any order, plan description, or addendum referencing these Terms are incorporated by reference and form part of this Agreement. Each individual user must also accept the EULA and AUP in their own capacity. In the event of a conflict, an executed order or addendum controls over these Terms, which control over the EULA, AUP, and Privacy Policy, except that the Privacy Policy controls for matters of personal-data handling.
2. Definitions
- “Services” means the SimCheck hosted platform, web console, APIs, AI-assisted features, and the SimCheck edge software (the “Edge Software”), together with related documentation.
- “Edge Device” means a hardware unit (e.g., a Raspberry Pi with one or more cellular modems) that runs the Edge Software and executes tests.
- “Shared Equipment” means Edge Devices and modems operated by SimCheck and made available to multiple customers (the “platform commons”).
- “Customer Equipment” means Edge Devices and modems registered to, and operated under, your organization.
- “Customer Data” means data and content you or your users submit to or generate through the Services, including eSIM activation credentials, SIM identifiers, test configurations, customer-authored scripts, and test results and artifacts.
- “MNO” means a mobile network operator, carrier, or roaming partner whose live network is the subject of testing.
- “Authorized User” means an individual you permit to access the Services under your organization.
3. Accounts and Access
3.1 Eligibility and registration. Access is provided on an invitation basis. You are responsible for the accuracy of registration information and for maintaining it.
3.2 Authorized Users and roles. You control your organization’s membership and role assignments (e.g., owner, admin, member, viewer). You are responsible for all activity under your organization and Authorized Users’ compliance with this Agreement, the EULA, and the AUP.
3.3 Credentials and security. You are responsible for safeguarding account credentials, API keys, device secrets, and provisioning tokens, and for promptly notifying us of any suspected compromise. You will not share credentials except as the Services intend.
4. Subscriptions, Fees, Quotas, and Taxes
4.1 Plans. The Services are offered under subscription tiers (e.g., Starter, Business, Enterprise). Each plan defines an allowance of test executions per billing period and other limits described at the point of purchase.
4.2 Billing and payment processor. Paid subscriptions are billed through our third-party payment processor (Stripe). You authorize recurring charges for the selected plan and authorize the processor to store and charge your payment method. You are responsible for keeping payment information current.
4.3 Auto-renewal. Subscriptions renew automatically for successive periods at the then-current rates unless cancelled before the renewal date through the account billing controls or as otherwise provided.
4.4 Quotas and overage. When your organization reaches its plan’s execution allowance for the current billing period, further executions may be rejected (e.g., HTTP 402) until the period resets or you upgrade. Certain interactive sessions may be metered differently. We may rate-limit or suspend the Services for non-payment, quota abuse, or activity that threatens platform stability.
4.5 Fees non-refundable; price changes. Except as required by law or expressly stated, fees are non-refundable, including for partial periods and unused allowances. We may change pricing or plan limits prospectively with reasonable notice; changes take effect on the next renewal. Continued use after a change takes effect constitutes acceptance.
4.6 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on our net income.
5. Equipment
5.1 Shared Equipment. SimCheck operates Shared Equipment on a non-exclusive, best-effort basis. Availability, capacity, scheduling, and the presence of any particular network, location, or modem are not guaranteed and may change without notice. You will use Shared Equipment fairly and will not attempt to monopolize, damage, or gain exclusive control of it, or to access other customers’ data, allocations, or results.
5.2 Customer Equipment. You may register and operate Customer Equipment, which is bound to your organization. You are solely responsible for: the lawful acquisition, importation, installation, physical security, network connectivity, power, environmental conditions, and maintenance of Customer Equipment; the SIM/eSIM subscriptions used on it; obtaining any required site, landlord, regulatory, or spectrum permissions; and all activity conducted through it. You represent that you are authorized to operate Customer Equipment in its physical location and to test the networks you target.
5.3 Edge Software on devices. Customer Equipment runs the Edge Software, which updates automatically to maintain security, correctness, and network compatibility. You agree to permit and not interfere with these updates and not to run modified or out-of-date Edge Software. The Edge Software is licensed under the EULA and includes third-party components governed by the THIRD_PARTY_LICENSES notice shipped with it.
5.4 Recovery and reprovisioning. We may, in coordination with you for Customer Equipment, deactivate, revoke, or reprovision devices to protect the platform, MNOs, or other customers, or upon termination.
6. eSIM, SIM, and Network Authorization
6.1 You may upload eSIM activation credentials (including single-use download codes), ICCIDs, and related profile data to provision and test SIMs. You represent and warrant that you have all rights and authorizations necessary to upload such credentials, to install and enable the associated profiles, and to test the SIMs, eSIMs, and networks you target.
6.2 You acknowledge that activation/download codes may be single-use or quantity-limited and that provisioning outcomes depend on the issuing provider and the MNO. SimCheck is not responsible for exhausted, revoked, expired, or invalid codes, or for charges, roaming fees, or carrier consequences arising from tests you run.
7. Customer-Authored Code
Where the Services permit you to upload and run your own scripts on your private Customer Equipment (the localScript capability), you are solely responsible for that code and its effects, subject to the AUP. The Services provide a sandbox and resource controls on an as-is basis; SimCheck is not responsible for the logic, behavior, or side effects of customer-authored code. Customer-authored code may not run on Shared Equipment.
8. No Guarantee of Mobile Network Operator Service
8.1 The Services test against live mobile networks operated by third parties. SimCheck has no control over, and makes no guarantee regarding, MNO service, including network availability, coverage, signal strength, registration success, roaming agreements, throughput, latency, SIM/eSIM activation, supported radio access technologies, or any change an MNO makes to its network.
8.2 Test failures, delays, or anomalous results caused by MNO factors, carrier outages, SIM/eSIM provisioning, radio conditions, congestion, regulatory action, or device location are inherent to the testing being performed and are not defects in the Services. The Services report what the network does; they do not warrant what the network will do, and results are provided for informational and testing purposes only.
9. Acceptable Use
Your use of the Services, including any customer-authored code and use of Shared Equipment, is governed by the AUP, which is incorporated here. We may investigate suspected violations and may remove or disable offending content or code. Violations may result in suspension or termination under Sections 14–15.
10. Intellectual Property; Feedback
10.1 Our IP. SimCheck and its licensors retain all right, title, and interest in and to the Services, including all software, models, content, and documentation, and all intellectual property therein. Except for the limited rights expressly granted, no rights are granted to you.
10.2 Your data. As between the parties, you retain all right, title, and interest in Customer Data. You grant SimCheck a non-exclusive, worldwide license to host, process, transmit, display, and otherwise use Customer Data as necessary to provide, secure, maintain, and improve the Services and as permitted by the Privacy Policy.
10.3 Aggregated/anonymized data. SimCheck may generate and use aggregated or de-identified data derived from use of the Services for operating, improving, and benchmarking the Services, provided such data does not identify you, your users, or any individual.
10.4 Feedback. If you provide suggestions or feedback, you grant SimCheck a perpetual, irrevocable, royalty-free license to use it without restriction or obligation.
11. Confidentiality
Each party may access the other’s non-public information (“Confidential Information”). The receiving party will use Confidential Information only to perform under this Agreement, protect it with reasonable care, and not disclose it except to personnel and contractors with a need to know who are bound by confidentiality obligations. Confidential Information excludes information that is or becomes public without breach, was lawfully known prior, or is independently developed. The receiving party may disclose Confidential Information as required by law with reasonable notice where permitted.
12. Data Protection and Security
12.1 Roles. For personal data within Customer Data (including SIM/subscriber-related data and test-subject data you submit), you are the controller (or equivalent) and SimCheck acts as processor/service provider on your behalf, as further described in the Privacy Policy and any data processing addendum (“DPA”).
12.2 Your responsibilities. You are responsible for providing all notices and obtaining all consents and rights necessary for SimCheck to process Customer Data, and for the lawfulness of the data you submit.
12.3 Security. SimCheck maintains administrative, technical, and organizational measures designed to protect the Services and Customer Data, including encryption in transit and at rest, access controls, tenancy isolation, and short-lived signed access to artifacts. No method of transmission or storage is perfectly secure, and SimCheck does not guarantee that the Services will be uninterrupted or error-free.
13. Third-Party Services and Beta Features
13.1 Third parties. The Services rely on and may interoperate with third-party services (e.g., cloud hosting, payment processing, email, and AI providers). Your use of third-party services may be subject to their terms, and SimCheck is not responsible for them.
13.2 Beta features. Features identified as alpha, beta, preview, or experimental are provided “as is,” may be changed or withdrawn, and are excluded from any service commitments and warranties.
14. Term, Suspension, and Termination
14.1 Term. This Agreement applies while you access the Services and continues until terminated as set out in the applicable order or below.
14.2 Termination for convenience. Either party may terminate for convenience as described in the applicable plan or order; fees already paid are non-refundable except as required by law.
14.3 Termination for cause. Either party may terminate for the other’s material breach not cured within thirty (30) days of notice (or immediately where cure is not possible).
14.4 Suspension. We may suspend or restrict access immediately, with notice where practicable, for non-payment, a violation of this Agreement, the EULA, or the AUP, a security or stability risk, or to comply with law or protect the platform, other customers, or MNOs.
15. Effect of Termination
On termination or expiration, your right to use the Services ends, including the EULA license, and you must cease use and, for the Edge Software, remove it from any device under your control except where SimCheck reclaims and reprovisions the device. Handling, export, and deletion of Customer Data after termination are described in the Privacy Policy and any DPA. Provisions that by their nature should survive (including Sections 4 (accrued fees), 10, 11, 16, 17, 18, and 20) survive.
16. Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED, THE SERVICES, EDGE SOFTWARE, AND ALL EQUIPMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SIMCHECK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT TEST RESULTS REFLECT ANY PARTICULAR MNO OUTCOME.
17. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THIS AGREEMENT OR MNO BEHAVIOR, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO SIMCHECK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
18. Indemnification
18.1 By Customer. You will defend, indemnify, and hold harmless SimCheck and its affiliates, officers, and employees from third-party claims and resulting losses arising from: (a) Customer Data; (b) your or your users’ use of the Services in violation of this Agreement, the EULA, or the AUP; (c) your operation of Customer Equipment or testing of networks or SIMs without authorization; or (d) your customer-authored code.
18.2 By SimCheck. SimCheck will defend you against third-party claims that the Services, as provided and used in accordance with this Agreement, infringe such third party’s intellectual-property rights, and will indemnify resulting losses, excluding claims arising from Customer Data, Customer Equipment, third-party services, or unauthorized use.
18.3 Procedure. The indemnified party will give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party; no settlement imposing obligations on the indemnified party may be made without consent.
19. Compliance, Export, and Sanctions
You will comply with all applicable laws in connection with your use of the Services, including telecommunications, privacy, and import/export laws. You represent that you and your users are not subject to sanctions or located in an embargoed region, and you will not use the Services in violation of export-control or sanctions laws.
20. Governing Law; Dispute Resolution; General
20.1 Governing law. This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods.
20.2 Venue / dispute resolution. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming for any dispute arising out of or relating to this Agreement, and waive any objection to venue in those courts. Each party irrevocably waives any right to a jury trial. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.
20.3 Changes. We may update these Terms from time to time. When we make material changes, we will post the updated Terms with a new version and notify the Customer (for example, by email to the account contact or by notice within the Services). Changes take effect on the date stated, and your continued use of the Services after that date constitutes acceptance of the updated Terms. If you do not agree to a change, you must stop using the Services before it takes effect.
20.4 Notices. Legal notices to SimCheck may be sent to legal@simcheck.ai; notices to you may be given through the Services or to your account contact.
20.5 Assignment. You may not assign this Agreement without our consent, except to a successor in a merger or sale of substantially all assets that is not a competitor. We may assign to an affiliate or successor.
20.6 Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control, including acts of God, network or MNO outages, and governmental action.
20.7 Miscellaneous. This Agreement (with incorporated policies and orders) is the entire agreement and supersedes prior agreements on its subject matter. If any provision is unenforceable, the rest remains in effect. No waiver is implied by failure to enforce. The parties are independent contractors. There are no third-party beneficiaries.
Questions about these Terms: legal@simcheck.ai.