Terms of Use
These Terms of Use (“Terms”) constitute a legally binding agreement between you (“you,” “your,” or “User”) and Simple Data Rooms (“Simple Data Rooms,” “we,” “us,” or “our”), governing your access to and use of the Simple Data Rooms platform, website at simpledatarooms.com, and all related services (collectively, the “Service”).
By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and “you” refers to both you individually and that organization. If you do not agree to these Terms, you must not access or use the Service.
1. Eligibility
You must be at least 18 years of age (or the age of legal majority in your jurisdiction, whichever is greater) to use the Service. By using the Service, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms. The Service is not directed at individuals under the age of 18.
2. Account Registration and Security
To access certain features of the Service, you must create an account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us immediately at support@simpledatarooms.com if you become aware of any unauthorized use of your account or any other breach of security.
We reserve the right to suspend or terminate any account that we reasonably believe has been accessed without authorization, has been used in violation of these Terms, or contains inaccurate registration information.
3. Description of the Service
Simple Data Rooms provides a cloud-based platform that enables users to create branded virtual data rooms, upload and organize documents, share access links with third-party viewers, and track viewer engagement through analytics. The Service includes features such as custom branding, custom domains, viewer tracking, file organization, email-gated access, and download controls, as described on our website and subject to your subscription tier.
The specific features available to you depend on your selected plan (Free, Pro, or Business). Feature availability, descriptions, and plan inclusions are as displayed on our pricing page at the time of your subscription and are subject to change in accordance with Section 14 of these Terms.
4. User Content
4.1 Ownership
You retain all ownership rights in and to any documents, files, images, text, data, or other materials you upload, store, or transmit through the Service (“User Content”). Simple Data Rooms does not claim any ownership interest in your User Content.
4.2 License Grant to Simple Data Rooms
By uploading User Content to the Service, you grant Simple Data Rooms a limited, non-exclusive, worldwide, royalty-free license to host, store, transmit, display, and reproduce your User Content solely as necessary to operate, maintain, and provide the Service to you. This license terminates when you delete your User Content or close your account, except to the extent that copies are retained in routine backup systems for a commercially reasonable period.
4.3 License Grant to Viewers
When you share a data room or document with a third-party viewer, you are granting that viewer permission to access and view (and, where you have enabled downloads, to download) the shared User Content. You are solely responsible for managing access permissions and for determining which viewers may access your User Content.
4.4 Your Responsibilities
You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to upload, share, and distribute your User Content through the Service, and that your User Content does not infringe or violate the intellectual property rights, privacy rights, or any other rights of any third party.
5. Acceptable Use
You agree not to use the Service to:
(a) upload, store, or share any content that is unlawful, defamatory, obscene, pornographic, harassing, threatening, or that promotes violence, discrimination, or illegal activity;
(b) upload, store, or share any content that infringes upon the intellectual property rights, trade secrets, or proprietary rights of any third party;
(c) distribute malware, viruses, worms, Trojan horses, or any other malicious or destructive code;
(d) attempt to gain unauthorized access to the Service, other user accounts, or any computer systems or networks connected to the Service;
(e) interfere with or disrupt the integrity or performance of the Service or the data contained therein;
(f) use the Service for any purpose that is fraudulent, deceptive, or misleading;
(g) use automated means (including bots, scrapers, or crawlers) to access the Service without our prior written consent;
(h) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
(i) resell, sublicense, lease, or otherwise commercially exploit access to the Service without our prior written consent;
(j) use the Service to transmit unsolicited commercial communications (spam); or
(k) violate any applicable local, state, national, or international law or regulation, including but not limited to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act (“CCPA”), or any other applicable data protection legislation.
We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this section, including without limitation removing User Content, suspending or terminating accounts, and reporting violations to law enforcement authorities.
6. Fees, Payment, and Billing
6.1 Pricing
The Service is offered under multiple subscription tiers, including a free tier with limited functionality and paid tiers as described on our pricing page. All fees are quoted in United States Dollars (USD) unless otherwise indicated.
6.2 Billing and Payment
Paid subscriptions are billed on a recurring monthly basis unless otherwise specified at the time of purchase. Payment is due at the start of each billing period. You authorize us to charge the payment method you provide for all applicable fees.
6.3 Taxes
All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, excluding only taxes based on Simple Data Rooms’ net income. If we are required to collect or remit taxes on your behalf, such taxes will be added to your invoice.
6.4 Price Changes
We may change our fees at any time upon at least thirty (30) days’ prior written notice (which may be provided by email or through the Service). Your continued use of the Service after the effective date of a price change constitutes your acceptance of the new pricing. If you do not agree to a price change, you may cancel your subscription before the new pricing takes effect.
6.5 Refunds
Fees are non-refundable except as required by applicable law. If you are a consumer located in the European Union, you may have additional statutory rights regarding refunds, including the right to withdraw from a distance contract within 14 days of purchase, as described in Section 17.
6.6 Failed Payments
If a payment fails, we may retry the charge and/or suspend access to paid features until the outstanding balance is resolved. We are not liable for any disruption resulting from a payment failure.
7. Free Tier
The free tier of the Service is provided at our sole discretion and may be modified, limited, or discontinued at any time without prior notice. The free tier is provided “as is” without any service level commitments.
8. Intellectual Property
8.1 Simple Data Rooms IP
The Service, including all software, designs, text, graphics, interfaces, code, trademarks, trade names, logos, and other intellectual property embodied in or associated with the Service (excluding User Content), is owned by or licensed to Simple Data Rooms and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service or our intellectual property, except for the limited right to use the Service in accordance with these Terms.
8.2 Feedback
If you provide us with any suggestions, ideas, enhancement requests, feedback, or other recommendations regarding the Service (“Feedback”), you hereby assign to Simple Data Rooms all right, title, and interest in such Feedback. We are free to use Feedback for any purpose without compensation or attribution to you.
9. Privacy and Data Protection
Our collection, use, and disclosure of personal data in connection with the Service is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood our Privacy Policy.
If you use the Service to collect, store, or process personal data of third parties (including the personal data of viewers who access your data rooms), you acknowledge and agree that you act as an independent data controller (or equivalent under applicable law) with respect to such personal data. You are solely responsible for ensuring that your collection and use of viewer data complies with all applicable data protection laws, including obtaining any required consents and providing any required notices to data subjects.
10. Third-Party Services
The Service may integrate with or contain links to third-party websites, applications, or services. We do not control and are not responsible for the content, privacy policies, or practices of any third-party services. Your use of third-party services is governed by the terms and policies of those third parties.
11. Support
Simple Data Rooms may, at its sole discretion, provide customer support through email or other channels. We do not guarantee any specific level of support, response time, or availability. Support offerings, channels, and response times may vary by subscription tier and may be modified or discontinued at any time without prior notice. The provision of support at any time does not create an obligation to provide support of the same nature, frequency, or quality in the future.
12. Service Availability and Modifications
12.1 Availability
We strive to maintain the availability of the Service but do not guarantee uninterrupted or error-free access. The Service may be subject to scheduled or unscheduled downtime for maintenance, updates, or other reasons. We are not liable for any loss or damage arising from any interruption, suspension, or discontinuation of the Service.
12.2 Modifications
We reserve the right to modify, update, or discontinue any aspect of the Service (including features, functionality, and interfaces) at any time, with or without notice. If we discontinue a material feature of a paid tier, we will make commercially reasonable efforts to provide at least thirty (30) days’ prior notice.
13. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SIMPLE DATA ROOMS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, SIMPLE DATA ROOMS DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; OR (E) THE SERVICE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ACKNOWLEDGE THAT SIMPLE DATA ROOMS DOES NOT PROVIDE LEGAL, FINANCIAL, TAX, OR INVESTMENT ADVICE. THE SERVICE IS A DOCUMENT-SHARING AND ANALYTICS TOOL AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
NOTHING IN THESE TERMS EXCLUDES OR LIMITS WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING CONSUMER PROTECTION LAWS OF THE EUROPEAN UNION OR ITS MEMBER STATES.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(A) IN NO EVENT SHALL SIMPLE DATA ROOMS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SIMPLE DATA ROOMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) IN NO EVENT SHALL SIMPLE DATA ROOMS’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (I) THE AMOUNTS YOU HAVE PAID TO SIMPLE DATA ROOMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).
(C) THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.
NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING MANDATORY CONSUMER PROTECTION LAWS OF THE EUROPEAN UNION OR ITS MEMBER STATES.
15. Indemnification
To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Simple Data Rooms and its officers, directors, employees, agents, affiliates, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) your violation of any third-party right, including any intellectual property, privacy, or proprietary right. This indemnification obligation does not apply to consumers located in the European Union to the extent prohibited by applicable mandatory consumer protection law.
16. Termination
16.1 Termination by You
You may terminate your account at any time by using the account settings within the Service or by contacting us at support@simpledatarooms.com. Termination of a paid subscription takes effect at the end of the current billing period. You remain responsible for any fees incurred prior to termination.
16.2 Termination by Us
We may suspend or terminate your access to the Service at any time, with or without cause and with or without notice. Without limiting the foregoing, we may terminate or suspend your account if we reasonably believe that you have violated these Terms, engaged in fraudulent or illegal activity, or if required to do so by law.
16.3 Effect of Termination
Upon termination: (a) your right to access and use the Service immediately ceases; (b) we may delete your User Content and account data after a reasonable retention period (not to exceed ninety (90) days following termination); and (c) all provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 4.2 (License Grant), 8 (Intellectual Property), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), 18 (Governing Law and Dispute Resolution), and 19 (General Provisions).
17. Additional Terms for Users in the European Union and European Economic Area
If you are a consumer located in the European Union (“EU”) or the European Economic Area (“EEA”), you have certain statutory rights that cannot be excluded or limited by contract. Nothing in these Terms is intended to limit those rights.
17.1 Right of Withdrawal
If you are an EU/EEA consumer, you have the right to withdraw from a distance contract within fourteen (14) days of purchase without giving any reason. To exercise this right, you must notify us at support@simpledatarooms.com with a clear statement of your decision to withdraw. Upon valid withdrawal, we will reimburse all payments received from you without undue delay and in any event not later than fourteen (14) days from the day on which we are informed of your decision to withdraw. By requesting that the Service begin during the withdrawal period (for example, by beginning to use paid features), you acknowledge that you may lose your right of withdrawal once the Service has been fully performed.
17.2 Consumer Guarantees
The Service will be provided in conformity with the contract as required by Directive (EU) 2019/770 on the supply of digital content and digital services. If the Service does not conform, you are entitled to the remedies set out in applicable EU/EEA consumer protection legislation.
17.3 Dispute Resolution
If you are an EU/EEA consumer and have a dispute with us that cannot be resolved directly, you may submit a complaint through the Online Dispute Resolution (ODR) platform of the European Commission at https://ec.europa.eu/consumers/odr. We are not obligated to participate in alternative dispute resolution procedures before a consumer arbitration body unless required by applicable law.
18. Governing Law and Dispute Resolution
18.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. If you are a consumer located in the EU/EEA, you will additionally benefit from any mandatory provisions of the law of the country in which you reside. Nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions.
18.2 Dispute Resolution for Users Outside the EU/EEA
Any dispute arising out of or relating to these Terms or the Service that cannot be resolved through good-faith negotiation within thirty (30) days shall be resolved through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, with arbitration taking place in Wilmington, Delaware. The arbitration shall be conducted by a single arbitrator. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys’ fees, unless the arbitrator determines otherwise.
18.3 Class Action Waiver
To the maximum extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If a court or arbitrator determines that this class action waiver is void or unenforceable for any reason, then the entirety of this arbitration provision shall be deemed null and void, and the dispute shall be submitted to the courts specified in Section 18.4.
18.4 Exclusive Jurisdiction
To the extent that arbitration is not required or is found unenforceable, you agree that any disputes shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and you consent to the personal jurisdiction and venue of such courts. This provision does not apply to EU/EEA consumers, who may bring proceedings in the courts of their country of residence.
19. General Provisions
19.1 Entire Agreement
These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Simple Data Rooms with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.
19.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
19.3 Waiver
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
19.4 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section shall be null and void.
19.5 Force Majeure
Simple Data Rooms shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, power failures, internet or telecommunications failures, cyberattacks, pandemics, or other force majeure events.
19.6 Notices
We may provide notices to you through the email address associated with your account, through the Service, or by posting on our website. You are responsible for ensuring that your contact information is current. Notices to us should be sent to support@simpledatarooms.com.
19.7 No Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
19.8 Headings
The section headings in these Terms are for convenience only and have no legal or contractual effect.
20. Changes to These Terms
We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice by email and/or by posting a prominent notice on our website at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of those revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Service before the changes take effect. For users in the EU/EEA, material changes to these Terms will require your affirmative consent where required by applicable law.
21. Contact Information
If you have any questions about these Terms, please contact us at:
Simple Data Rooms
Email: support@simpledatarooms.com
Website: simpledatarooms.com
These Terms of Use were last updated on March 15, 2026.