These Terms are Product Terms that set out the conditions for using the app "SimpleAppli-Agent" and its accompanying server features (hereinafter, together, "the App") provided by SimpleAppli Inc. (hereinafter, "we" or "us").
* The original version of these Terms is the Japanese version (https://simpleappli.com/terms_simpleappli_agent), and this is a translation. Although we have prepared it carefully, if there is any difference from the original due to translation, the original Japanese Terms will apply.
1-1. These Terms are Product Terms under our Terms of Service (hereinafter, "the Common Terms") and form part of the Common Terms.
The Common Terms apply to matters not covered by these Terms, and if there is any inconsistency between these Terms and the Common Terms, these Terms prevail.
1-2. If you obtained the App from the Microsoft Store, the Microsoft Store's terms of use also apply.
1-3. If we and a Contracting Party have concluded a contract or similar document regarding the Business plan, the provisions of that contract or document prevail over these Terms.
2-1. The App runs a large language model (hereinafter, "Model") on your PC and performs chat, as well as file operations, command execution and other work (hereinafter, "Agent Operations").
2-2. The operating environment of the App is shown on our website or in the Microsoft Store listing. The Models you can use and the speed of processing differ depending on the performance of your PC (GPU, memory, etc.).
2-3. Some features (isolated execution of commands, running tests, etc.) require Docker or other third-party software. Please obtain, configure and manage such software at your own responsibility. We do not guarantee the operation of such software.
3-1. You need to register an account to use the App, including on the Free plan. You can register with Sign in with Google or an email address.
3-2. If you register with an email address, you will be asked to verify it.
3-3. An account on the Free, Standard or Pro plan may be used only by the account holder, on up to 2 PCs. If you replace your PC or the like, you can use the App on the new PC in place of the PC you no longer use. An account may not be shared with other people. The number of PCs that can be used with the Business plan is set out in Section 5.
4-1. The App has a Free plan, a Standard plan, a Pro plan and a Business plan. The features available on each plan are shown in the App or on our website.
4-2. The Standard plan and the Pro plan are purchased as monthly subscriptions through the Microsoft Store. Payment, auto-renewal, cancellation and refund procedures follow the Microsoft Store's rules.
If the price or other purchase conditions shown in the App or on our website differ from those shown by the Microsoft Store, the Microsoft Store's display and terms prevail in accordance with Section 6 of the Common Terms.
4-3. The Business plan is provided by means of the serial codes described in Section 5, based on a contract between us and a corporation or other organization (hereinafter, "Contracting Party"). The fee is as set out in a quotation or similar document we present, or as agreed with the Contracting Party.
The fee is to be paid by bank transfer in accordance with the invoice we issue (bank transfer fees are borne by the Contracting Party).
4-4. A Microsoft Store subscription is tied to the Microsoft account used to purchase it. A subscription of the same Microsoft account cannot be used by multiple accounts of the App at the same time.
If a subscription is being used by another account of the App, you can move the subscription to your current account with the "Use on this device" operation on the plan screen of the App.
The subscription moves only when you perform this operation; it never moves automatically. Once the subscription is moved, the previous account can no longer use the features of the plan provided by that subscription.
4-5. If the validity period of a Microsoft Store subscription overlaps with that of a serial code, you can use the features of the higher plan. Even in this case, each is charged, and fees for the overlapping period are not refunded (refunds of fees paid through the Microsoft Store follow the Microsoft Store's rules).
Entering a serial code does not automatically cancel the Microsoft Store subscription.
4-6. After the period of a paid plan ends, you can use the App on the Free plan. Even in this case, you can still view your chat history and workspace files, but features available only on paid plans (Agent Operations, Models of higher plans, etc.) are no longer available.
4-7. Please cancel through the account settings of the Microsoft Store where you purchased the subscription. Deleting the App or deleting your account does not cancel the subscription.
5-1. Serial codes are issued by us based on a contract with the Contracting Party. Each serial code may be used by one user on one device.
5-2. Serial codes have a validity period. The validity period is counted from the time the serial code is entered into the App.
5-3. If you enter a serial code for a different plan into an account that has a serial code with remaining validity, the period is counted again from the time of entry using the period of the new serial code, and the remaining period of the previous serial code is lost.
If you enter a serial code for the same plan, the period of the new serial code is added to the remaining period.
5-4. A serial code that has been used once cannot be used again, even after the account is deleted.
5-5. The distribution packages of the App (installers, certificates, etc.) and serial codes provided to the Contracting Party are to be used only within the Contracting Party's organization, and must not be redistributed, transferred or disclosed to any third party.
5-6. Distribution packages of updated versions of the App can be obtained only by accounts using a serial code with remaining validity.
5-7. We may ask the Contracting Party to report the number of devices using the App and the users, and the Contracting Party shall respond promptly.
5-8. To prevent unauthorized use, we may check, in the App and on our servers, the usage status of serial codes, records of devices using the App, the status of obtaining distribution packages, records of access to our servers and the like, and, if unauthorized use is suspected, investigate the details.
5-9. If the Contracting Party or a user violates 5-1 or 5-5 (for example, by using a serial code beyond the number of devices or users set in the contract, or by redistributing, transferring or disclosing distribution packages or serial codes to a third party), the Contracting Party shall pay us, as a penalty, an amount equal to twice the monthly fee per device under that contract, multiplied by the number of devices used in violation and the number of months of the violation period (any fraction of less than one month is counted as one month).
If the violation period is not clear, the period from the time the serial code involved in the violation was entered into the App to the time we confirmed the violation is presumed to be the violation period.
5-10. Payment of the penalty in the preceding paragraph does not prevent us from claiming compensation for the portion of damage we suffer that exceeds the amount of the penalty. We may also suspend use of the App with the serial code involved in the violation.
5-11. The Contracting Party shall have users comply with these Terms and is responsible for users' use of the App.
6-1. The Models used in the App are published by providers other than us (Google LLC, etc.), and the App downloads Model files to your PC from the distributor designated by the provider (Hugging Face, etc.), for example when you use a Model for the first time.
6-2. You shall use each Model in accordance with the license and other terms of use set by its provider. Links to each Model's distributor page (where the terms of use can be checked) are shown on the App's model cards and on the preparation screen displayed while Model files are being downloaded.
6-3. We make no warranty whatsoever regarding the content of Models, the output of Models, or the terms of use of each Model.
6-4. You are responsible for the content and use of Models you add yourself, Models running on servers you register as connection destinations (hereinafter, "Remote Servers"), and skills (instructions such as work procedures) you add (if we build or maintain the Remote Server, the proviso in 8-2 applies).
7-1. Based on the Model's judgment, the App may create, change, move and delete files in the folder you designate as the workspace, run commands, fetch pages on the internet, and so on.
7-2. The App asks for your approval before performing file changes, command execution and other operations designated by us. You are responsible for the results of operations you approve and of operations performed while "Auto-approve tool use" is enabled.
7-3. Content obtained from outside, such as pages on the internet, may contain text intended to make the Model perform unintended operations. When approving an operation, please check its content carefully.
7-4. The App has safety mechanisms, such as running commands and the like isolated inside a Docker container, but these mechanisms do not guarantee that all harm is prevented.
7-5. The App may save a history for undoing file changes, but we do not guarantee such saving or restoration. You are responsible for backing up important files in the workspace.
7-6. Output of Models (text, programs, file contents, etc.) may contain errors. If you use the output for business, research, safety assessments or the like, please verify it yourself.
7-7. In addition to the prohibited acts set out in the Common Terms, you must not use the App to do any of the following:
(1) Creating or distributing computer viruses or other harmful programs
(2) Unauthorized access to, attacks on, or otherwise assisting such acts against, third-party computers or networks
(3) Disabling or attempting to circumvent the App's safety mechanisms
8-1. Conversation content, workspace settings, downloaded Models and other data handled by the App are stored on your PC and, except in the case of 8-2, are not sent to our servers.
Information handled on our servers (account information, plan status, device identifiers, bug reports, etc.) is as set out in our Privacy Policy.
8-2. When you use a Model running on a Remote Server, the content of your conversations with that Model is sent to that server. The management of the Remote Server and the handling of information on that server are the responsibility of you or the administrator of that server, and we are not involved.
However, if the Remote Server is a server we build or maintain under an individual contract with you, the provisions of that contract apply.
8-3. If the PC and Windows user you use are shared, other users may be able to view the App's data. Please manage your PC at your own responsibility.
9-1. You can delete your account at any time from the account screen of the App. When you delete your account, the account information and plan status on our servers, as well as that account's conversations, settings and the like stored on your PC, are deleted.
However, this deletion does not guarantee that the data cannot be recovered from your PC's storage device (complete erasure). If you dispose of or transfer your PC, please take the necessary measures at your own responsibility.
9-2. Even in the case of the preceding paragraph, data shared within the PC, such as downloaded Models, skills and Remote Server registrations, and files in the workspace folder are not deleted. The App or we will provide guidance on how to delete them.
9-3. When you delete your account, serial codes entered into that account can no longer be used, even if validity remains. Such serial codes cannot be used with other accounts either.
9-4. We retain information necessary to prevent the reuse of serial codes even after your account is deleted. For details, please see our Privacy Policy.
9-5. Deleting your account does not cancel your Microsoft Store subscription. Please cancel it on the Microsoft Store.
10-1. Features that use our servers (sign-in, plan checks, entering serial codes, obtaining distribution packages, etc.) may be available only in the latest version of the App. In that case, please update the App to the latest version.
10-2. Features that use our servers are not available during maintenance.
11-1. The rights to the text, programs, files and other works you create using the App belong to you or the rightful owners. However, if a Model's terms of use provide otherwise, those provisions apply.
11-2. We do not guarantee that the output of Models does not infringe the rights of third parties.
11-3. The rights to the App itself (the program, icons, etc.) belong to us or the rightful owners. Third-party software bundled with the App is subject to its respective license, the details of which are shown on the App's license screen.
12-1. In these Terms, "the App's Internal Information" means the settings of model cards, instructions to Models (system prompts, etc.) and other information that we create for the operation of the App and provide in the App. However, it does not include information we publish on our website or elsewhere, Models and skills you have added yourself (including their settings), or Model files published by Model providers.
12-2. In addition to the prohibited acts set out in the Common Terms (including the prohibition on decompiling, disassembling and reverse engineering), you must not do any of the following. These acts include not only acts you perform yourself, but also acts performed using AI or other tools and acts you have a third party perform.
(1) Extracting or attempting to extract the App's Internal Information by giving a Model instructions to output it, analyzing the App's files, memory or communications, or by any other means
(2) Disabling or attempting to circumvent mechanisms that protect the App's Internal Information
(3) Disclosing the App's Internal Information to third parties, publishing it or transferring it
(4) Using the App's Internal Information to develop, provide or improve products or services that compete with the App (including model cards, skills, etc.)
12-3. Even if a Model outputs part of the App's Internal Information without your intent, you must not use it for the acts in (3) or (4) of the preceding paragraph.
End of Terms
Enacted on October 17, 2026 (effective October 19, 2026)
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