End User License Agreement

Circle Device & Software

Welcome to Circle! At Circle, we take our mission to enable a safe and family-friendly Internet seriously. If you have any questions or issues with your new Circle Device, please visit https://support.meetcircle.com for answers to common questions, installation walkthroughs, and other helpful resources.

This End User License Agreement ("Agreement") describes the terms on which Circle Media Labs Inc. ("Circle") licenses the use of the Circle Device, as well as the Software that accompanies the Circle Device and the online API for such Software or any other Circle Services (as defined in Section I of the Circle Services Terms of Use). Your rights to use the Circle Device are governed by this Agreement. In addition, access to online services provided by Circle are governed by Circle’s Terms of Use and Privacy Policy, both of which are available on the Circle website at https://meetcircle.com/legal.

ANY USE, INSTALLATION, DOWNLOAD, OR INTEGRATION OF THE CIRCLE DEVICE OR RELATED SOFTWARE OR SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. THE SOFTWARE IS NEVER SOLD. THE SOFTWARE MAY BE LICENSED ONLY PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. DEFINITIONS.

1.1. "API" means the Application Protocol Interface installed on any Circle device or within any form of Circle software, in its current or in its future form, that allows the Circle Device, other connected devices, or Circle servers to communicate with, post information to, and display information from one another.

1.2. "Circle Device" means the internet gateway product(s) sold by Circle, its affiliates or business partners, or their successors, with which the Software was designed to be used, including those products developed in the future, and products developed by third-party manufacturers that incorporate Circle’s technology and Software. For purposes of this Agreement, "Circle Device" shall have the same meaning in singular as in plural.

1.3. "Circle Go" means the installable application, in its current or in its future form, that enables content filtering on internet-enabled portable devices such as mobile phones or tablets, with which the Software was designed to be used, including any such product developed in the future for this purpose.

1.4. "Circle" means the application that allows you to configure your Circle Device, create user profiles, monitor network activity, and otherwise interact with the API.

1.5. "Licensee" means you or, if you are accepting on behalf of an entity, then the entity and any affiliates exercising rights under, and complying with all of the terms of, this Agreement.

1.6. "Software" shall mean the software installed with the Circle Device in its current or in its future form made available by Circle to a Licensee in binary code form or as a standalone service under this Agreement; any services or administration interfaces, including without limitation Circle, Circle Go, and the MyCircle applications, which enable Licensee to interact with the API from an application dashboard, whether web-based or reduced to an application on a mobile device; and any application, software, firmware, or binary code, in its current or in its future form, designed to interact with the Circle Device or the API.

1.7. "Circle Account" shall mean a unique collection of data containing the Licensee’s account details—such as name, email, and phone number—configurations, histories, and other unique data utilized by any instance of the Circle Software.

2. LICENSE GRANT; OWNERSHIP

2.1. License Grants. Subject to the terms and conditions of this Agreement, Circle hereby grants to Licensee a non-exclusive, non-transferable, limited license (i) to install, administer, and operate the Circle Device as part of a home network or any other compatible network over which the Licensee has administrative authority; (ii) to install and integrate the Software in conjunction with the Licensee’s network, Licensee’s computer or mobile devices, and other devices designed to access the Circle Device or Circle Account; and (iii) to use the Software in complete, unmodified form on any such home network, computer, mobile device, or other device designed to interact with the Circle Device.

2.2. Restriction on Modification. Licensee may not modify the Circle Device or Services for use in any way other than as described in Section 2.1. Any such modification will void any warranties, whether express or implied, on the Circle Device or its Software. Further, any tampering with, destruction of, or other alteration of the Circle Device will void any warranties, express or implied, on the Circle Device. If and to the extent that the Software is designed to be compliant with any published communications standard (including, without limitation, Bluetooth SIG, IEEE, and ITU standards), Licensee may not make any modifications to the Software that would cause the Software or the accompanying Circle Device to be incompatible with such standard.

2.3. Restriction on Distribution. Licensee shall not distribute the Software, nor hold itself out as a distributor, author, or creator of the Software, nor lead others to believe through implicit or explicit means that it has the right to sublicense or otherwise distribute the Software. Licensee may not loan, lease, rent, distribute, resell, or otherwise distribute the Software other than as provided by the terms of this Agreement without the express written consent of Circle Media Inc.

2.4. Proprietary Notices. Licensee shall not remove, efface or obscure any copyright or trademark notices from the Software. Licensee acknowledges that any symbols, trademarks, tradenames, and service marks adopted by Circle to identify the Software belong to Circle and that Licensee shall have no rights therein.

2.5. Ownership. Circle shall retain all right, title and interest, including all intellectual property rights, in and to (i) the design and technical specifications of the Circle Device; (ii) all current or future Circle applications, including Circle, MyCircle, and Circle Go; and (iii) the Software. Licensee hereby acknowledges and agrees that it has no rights in the Circle Device apart from those granted in this Agreement. Licensee hereby covenants that it will not assert any claim that the Software provided by Circle hereunder and used or accessed by Licensee from time to time, regardless of whether created by or for Circle, including any derivative works thereof, infringes any intellectual property right owned or controlled by Licensee.

2.6. No Other Rights Granted; Restrictions. Apart from the license rights expressly set forth in this Agreement, Circle does not grant and Licensee does not receive any ownership right, title or interest nor any security interest or other interest in any intellectual property rights relating to the Circle Device and the Software, nor in any copy of any part of the foregoing. Licensee shall not (i) use, license, sell or otherwise distribute the Circle Device or Software except as provided in this Agreement, (ii) attempt to reverse engineer, decompile or disassemble any portion of the Circle Device or Software; (iii) query the API in a manner which causes damage to Circle’s servers, or interferes with the operation of the API for other users; (iv) attempt to utilize the API as a vector for scripts, worms, malware, or other intrusions into Circle’s servers for any reason; (v) use the Circle Device or Software for the purpose of directly competing with Circle; or (vi) use the Circle Device or Software or other material in violation of any applicable law or regulation, including but not limited to any regulatory agency, such as FCC, rules.

3. WARRANTY AND SUPPORT

3.1. 1-Year Limited Warranty on the Circle Device. This warranty covers the operation of Circle Devices in Licensee’s home network. Except as described in Section 2.2 above, Circle Devices carry a warranty of operability for a period of one (1) year from the date of purchase. If a Circle Device fails to power on, does not successfully initialize, or otherwise fails during the warranty period, LICENSEE’S FIRST RECOURSE FOR REFUNDS OR EXCHANGES IS TO THE RETAILER WHERE THE CIRCLE DEVICE WAS PURCHASED ACCORDING TO THE RETAILER’S RETURN POLICIES. If the retailer is unable to exchange or refund the purchase, Licensee may send the malfunctioning device, along with a copy of the purchase receipt and, if applicable, a description of the problems encountered, to:

Circle Media Inc.
Attn: Replacements
1201 Lloyd Blvd. Ste 100
Portland, OR 97232

Circle will inspect the Circle Device and any accompanying documentation of malfunction. After such inspection, and depending upon the findings of such inspection, Circle may at its discretion: (i) return the Circle Device to the Licensee with a certification that it is functional; (ii) repair any defect and then return the Circle Device to the Licensee with a certification that a repair has been made, and that the Circle Device should now function normally; (iii) issue a refund to Licensee; or (iv) send a replacement Circle Device to Licensee. LICENSEE IS ENTITLED UNDER THIS SECTION 3.1 TO A REFUND OF ITS PURCHASE PRICE, REPAIR OF ITS CIRCLE DEVICE, OR A REPLACEMENT CIRCLE DEVICE. LICENSEE ACKNOWLEDGES AND AGREES THAT THIS LIMITED WARRANTY PROVIDES NO OTHER REMEDIES OR IMPLIES ANY LIABILITY ON CIRCLE’S PART. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

Insofar as the Licensee utilizes Circle Software installed on third-party hardware, any questions or concerns related to the functioning of the hardware must be handled in accordance with the third party’s expressed warranty and remediation processes. Circle in no way assumes responsibility for the functionality or operability of third-party hardware.

3.2. Disclaimer of Warranties. BOTH THE CIRCLE DEVICE AND THE SOFTWARE ARE OFFERED "AS IS." TO THE EXTENT PERMITTED BY LAW, AND APART FROM THE LIMITED WARRANTY IN SECTION 3.1, CIRCLE GRANTS AND LICENSEE RECEIVES NO WARRANTIES OF ANY KIND, WHETHER ESTABLISHED BY STATUTE, COMMUNICATION OR CONDUCT WITH LICENSEE, OR OTHERWISE. IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT CONCERNING THE CIRCLE DEVICE, THE SOFTWARE, OR ANY UPGRADES TO OR DOCUMENTATION FOR EITHER THE CIRCLE DEVICE OR THE SOFTWARE, SHALL BE LIMITED IN DURATION TO THE DURATION OF THE LIMITED WARRANTY PROVIDED IN SECTION 3.1. WITHOUT LIMITATION OF THE ABOVE, CIRCLE GRANTS NO WARRANTY THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, AND GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS THEREFROM INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR RELIABILITY.

3.3. No Support. Nothing in this agreement shall obligate Circle to provide any support for the Circle Device or Software. Circle may, but shall be under no obligation to, correct any defects in the Software and/or provide updates to licensees of the Software. Licensee shall make reasonable efforts to promptly report to Circle any defects it finds in the Software, as an aid to creating improved revisions of the Software. Circle shall have a worldwide, perpetual, royalty-free non-exclusive license to make use of any suggestions, comments or statements of Licensor in enhancing or correcting the Software and Licensor shall receive no compensation for their contribution.

3.4. Dangerous Applications. The Circle Device and the Software are not designed, intended, or certified for use in components of systems intended for the operation of weapons, weapons systems, nuclear installations, means of mass transportation, aviation, life-support computers or equipment (including resuscitation equipment and surgical implants), pollution control, hazardous substances management, or for any other dangerous application in which the failure of the Circle Device or the Software could create a situation where personal injury or death may occur. Licensee understands that use of the Circle Device and the Software in such applications is fully at the risk of Licensee.

3.5. Supported Uses. The Software and the Circle Device with which it is used are limited in the systems and applications that are supported. Licensee is required to read the documentation delivered with the Circle Device or provided online at https://support.meetcircle.com to determine if their intended use is supported.

3.6. Permission to Access. Licensee understands and agrees that directly requesting support through any communication channel for the setup, continued use, or technical troubleshooting of their Circle device or Circle Account will also constitute express permission to allow Circle or its duly authorized support representatives to access Licensee’s Circle Device or Circle Account details remotely for the sole purposes of viewing or changing logs, configurations, software processes, or any other information stored locally on the Circle Device or in Circle servers. Circle requires such access in order to troubleshoot, debug, or optimize the setup or use of Licensee’s Circle Services. Licensee may limit the level of access Circle or its duly authorized support representatives have to Licensee's Circle Device or Circle Account only by explicitly stating at the moment of the support request the specific limitations they wish to impose with regard to the logs, diagnostics, configurations, software processes, or other locally-stored information. Circle or its duly authorized support representatives will only access a Circle Device or Circle Account under the conditions set by Licensee. Whether or not Licensee has set any limitations on remote access, Circle will discontinue access upon resolution of the support request.

4. TERM AND TERMINATION

4.1. Term, Termination. This Agreement shall continue in full force and effect for as long as Licensee uses one or more Circle Devices, the Software, or any networked or stand-alone application designed to interact with the Circle Device or the Software. This Agreement will automatically terminate if Licensee fails to comply with any of the terms and conditions hereof, subject to a 15 day notice and cure period in the absence of willful misconduct. In the event that Circle could not reasonably expected to discover Licensee’s noncompliance, Licensee agrees and acknowledges that its noncompliance will result in automatic termination with no such notice and cure period.

4.2. Effect of Termination. Upon any termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate.

4.3. Survival. The rights and obligations under this Agreement which by their nature should survive termination, including but not limited to those sections regarding Confidentiality, Limitation of Liability, and Indemnity, will remain in effect after expiration or termination of this Agreement.

5. CONFIDENTIALITY

5.1. Obligations. Licensee acknowledges and agrees that any documentation relating to the Software, and any other information (if such other information is identified as confidential or should be recognized as confidential under the circumstances) provided to Licensee by Circle hereunder (collectively, "Confidential Information") constitute the confidential and proprietary information of Circle, and that Licensee's protection thereof is an essential condition to Licensee's use and possession of the Software. Licensee shall retain all Confidential Information in strict confidence and not disclose it to any third party or use it in any way except as required to comply with law or an binding order of a court of governmental authority with the authority to require disclosure or under a written agreement with terms and conditions at least as protective as the terms of this Section. Licensee will exercise at least the same amount of diligence in preserving the secrecy of the Confidential Information as it uses in preserving the secrecy of its own most valuable confidential information, but in no event less than reasonable diligence. Information shall not be considered Confidential Information if and to the extent that it: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of Licensee; (ii) was known to Licensee, without restriction, at the time of disclosure as proven by the files of Licensee in existence at the time of disclosure; or (iii) was developed by or for Licensee without use of or access to Circle’s Confidential Information or violation of this Agreement or (iv) becomes known to Licensee, without restriction, from a source other than Circle without breach of this Agreement by Licensee and otherwise not in violation of Circle's rights.

5.2. Return of Confidential Information. Notwithstanding the foregoing, all documents and other tangible objects containing or representing Circle Confidential Information and all copies thereof which are in the possession of Licensee shall be and remain the property of Circle, and shall be promptly returned to Circle upon written request by Circle or upon termination of this Agreement.

6. LIMITATION OF LIABILITY; LIQUIDATED DAMAGES

6.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CIRCLE OR ANY OF CIRCLE’S LICENSORS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CIRCLE’S LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY LICENSEE FOR THE CIRCLE DEVICE UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

6.2. Liquidated Damages. The parties agree that, in the event of a breach of the terms of this Agreement by Licensee, including but not limited to those terms regarding reverse engineering, violation of regulations, dangerous use, and confidentiality, Circle’s damages will be difficult to prove. Licensee agrees that damages of $100 per Circle Device is a reasonable estimate of the likely damages and Licensee agrees that it shall pay such amount promptly upon the occurrence of such breach.

7. INDEMNIFICATION

Licensee agrees to defend and indemnify Circle and its licensors from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys' fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the unauthorized or uncontemplated use or distribution of the Circle Device or the Software by the Licensee.

8. MISCELLANEOUS

8.1. Export Regulations. LICENSEE UNDERSTANDS AND AGREES THAT THE CIRCLE DEVICE AND THE SOFTWARE IS SUBJECT TO UNITED STATES AND OTHER APPLICABLE EXPORT-RELATED LAWS AND REGULATIONS AND THAT LICENSEE MAY NOT EXPORT, RE-EXPORT OR TRANSFER THE CIRCLE DEVICE OR THE SOFTWARE OR ANY DIRECT PRODUCT OF THE SOFTWARE EXCEPT AS PERMITTED UNDER THOSE LAWS. WITHOUT LIMITING THE FOREGOING, EXPORT, RE-EXPORT OR TRANSFER OF THE CIRCLE DEVICE OR THE SOFTWARE TO CUBA, IRAN, NORTH KOREA, SUDAN AND SYRIA IS PROHIBITED.

8.2. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, provided, however that Licensee may not assign this Agreement or any rights or obligation hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of Circle, and any such attempted assignment shall be void. Notwithstanding the foregoing, Licensee may assign this Agreement to a successor to all or substantially all of its business or assets to which this Agreement relates that will not use the rights hereunder in direct competition with of Circle.

8.3. Governing Law; Venue. This Agreement shall be governed by the laws of Oregon without regard to any conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in the county of Multnomah, Oregon, and Licensee hereby consents to such jurisdiction and venue.

8.4. Severability. All terms and provisions of this Agreement shall, if possible, be construed in a manner which makes them valid, but in the event any term or provision of this Agreement is found by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected if the illegal or unenforceable provision does not materially affect the intent of this Agreement. If the illegal or unenforceable provision materially affects the intent of the parties to this Agreement, this Agreement shall become terminated.

8.5. Equitable Relief. Licensee hereby acknowledges that its breach of this Agreement would cause irreparable harm and significant injury to Circle that may be difficult to ascertain and that a remedy at law would be inadequate. Accordingly, Licensee agrees that Circle shall have the right to seek and obtain immediate injunctive relief to enforce obligations under the Agreement in addition to any other rights and remedies it may have.

8.6. Waiver. The waiver of, or failure to enforce, any breach or default hereunder shall not constitute the waiver of any other or subsequent breach or default.

8.7. Updates to this License. Circle reserves the right to alter or amend this Agreement at any time, in its sole discretion. Circle shall provide notice of any changes 30 days prior to such change, by email or mail to Licensee or by posting a new version of this Agreement on its website at https://meetcircle.com/legal. Licensee’s continued use of the Software subsequent to such revision shall be deemed acceptance of the amended license and Licensee’s sole alternative shall be to terminate this Agreement and cease use of the Software.

8.8. Notices. Any notices required or permitted by this Agreement shall be made in writing and may be made (i) by email to the last provided email address for Licensee, in the case of Licensee, or to hello@meetcircle.com, in the case of Circle; or (ii) by mail to the principal office of the parties, or to any address previously provided by a party to the other party.

8.9. Entire Agreement. This Agreement sets forth the entire Agreement between the parties and supersedes any and all prior proposals, agreements and representations between them, whether written or oral concerning the Software. This Agreement may be changed only by mutual agreement of the parties in writing.