Welcome to Circle, provided and maintained by Circle Media Labs, Inc., (referred to hereinafter as, “Circle,” or “Company,” or “We,” or “Us,” or “Our”), a service that provides individuals and families with a means of managing the internet activity on devices of family members, visitors, and others. These terms describe how users of Circle may access a managed home network (“Network”), use Our Circle application (“App”), and related device and products (“Products” or “Device”), as well as make use of Our website located at https://meetcircle.com (“Site”), (collectively referred to as “Circle Services”). In addition to the Terms, You may be subject to the End User License Agreement (available at https://meetcircle.com/legal) if you use the App or our Products (the “EULA”); in the event of a conflict between these Terms and the EULA, the EULA will control.
IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE CIRCLE SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION, CLASS WAIVER, AND WAIVER OF JURY TRIAL SECTION BELOW. PLEASE READ CAREFULLY.
The term “Circle Content” shall mean collectively, the designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, Usage Data (as defined in Section VIII below) and any other Circle content including that defined in Section VIII
The terms “Post” and “Posting” as used in these Terms shall mean the act of submitting, uploading, publishing, or otherwise submitting information and content to Circle.
The term “Registered User” or “Register” shall mean users of the Circle Services that have registered as the administrator of the Circle account, and that have administrative access and control.
The term “Managed User” shall mean a user of the Circle Services that does not have administrative access or control of the Circle Account, and that allows his/her device(s) to be managed by the Registered User.
The term “Network User” shall mean devices that connect to the Circle Network, without becoming a Registered User or Managed User.
I. Circle Services
Circle Services provide individuals and families with a means of controlling the internet activity of family members, visitors, and others within their home network.
There are four primary components that make up the Circle Services, although not all users will use all of these components:
- Circle Device: Internet gateway devices (each such device, a “Circle Device”) that allow personalized control of access to websites, feeds, and other content on the Internet. Circle Devices may be manufactured by Circle, or by other hardware manufacturers that have integrated Circle’s firmware and Software;
- Software: Software applications and services (“Software”) that allow users to create, administer, configure, and manage their Circle Account, whether for use with the physical Circle Device or some other software-only instance of Circle products, including the Circle application, the Circle Go application for mobile devices, and the MyCircle application, which allows family members to communicate screen-time limits and expectations as configured in the Circle Account, interact with content from Circle’s partners, and communicate and share status updates, photos, and other information;
- API: An Application Protocol Interface (“API”) that allows the Software to communicate with Circle’s servers in order to facilitate the flow of information from the Circle Device to users; and
- Communication Services: Circle-owned or third-party services utilized for inbound or outbound communications and relevant aspects of Circle Account management.
II. Eligibility to Use Circle Services
These Terms govern the access and use of the following user:
A. Managed Users
- Managed Users, such as child and dependents, are users of the Circle Services that do not have administrative access and control of the Circle Account.
B. Network Users
- Network Users are users of Circle Service through their access to a Network established by a Circle Device. These users do not need to register with Circle in order to make use of the Network.
C. Site Visitors
- Site Visitors may be Registered Users, Managed Users, Network Users and visitors that have not used or accessed any of the Circle Services before.
III. Your Circle Account
A. Account Suspension and Cancellation. We may, in Our discretion, without liability to You and without limiting Our other remedies, with or without prior notice and at any time, decide to (i) limit, suspend, deactivate or cancel Your Circle Account and take technical and legal steps to prevent You from accessing or using Our Circle Services at any time for any reason. If Your Circle Account is deactivated or cancelled, Circle will have the right, but not the obligation to delete Your information and data associated with Your Circle Account.
IV. User Conduct Guidelines
Any time You access or use the Circle Services, You are required to comply with our User conduct guidelines, as follows:
i. You agree that you will access and use the Circle Services and Circle Device for Your personal use only;
ii. You are not authorized to access or use the Circle Services or the Circle Device:
- to impersonate any person or entity, or falsify or otherwise misrepresent Your identity, credentials, affiliations or intentions;
- to collect, store or use any information from or about another user other than a Manged User, other than to provide aid to such user, to enable features of the Circle Services such as monitoring internet use, or as otherwise authorized and intended by such user;
- to “stalk” or harass any other user;
- to distribute unsolicited commercial or bulk electronic communications (or, “spam”), chain letters or “pyramid” schemes;
- for political campaigning, recruiting votes or soliciting donations or other support for legislative or other initiatives;
- to systematically retrieve information or content to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
- if you are a person barred from receiving services under the laws of the United States or other applicable jurisdiction; or
- for any other purposes that are not expressly permitted by the Terms.
iii. Further, You may not:
- access, copy, distribute, share, publish, use or store, or prepare derivative works from any Circle Content that belongs to Circle, another User or to a third party, including works covered by any copyrights, trademark, patent, or other intellectual property right, except with prior express written permission of the person or entity party holding the rights and titles to such content;
- circumvent Our systems, policies, determinations as to Your account status, including by attempting to access or use the Circle Services if Your account has been suspended or cancelled or You have otherwise been temporarily or permanently prohibited or blocked from using the Circle Services;
- use, display, mirror or frame the Circle Services, or any feature, functionality, tool or content of the Circle Services, Circle’s name, any Circle trademark, logo or other proprietary information, without Circle’s express written consent;
- interfere with, disrupt, damage or compromise the Circle Services or Our systems or the access of any User, host or network in any way, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology or by overloading, flooding, spamming, mail-bombing the Circle Services or otherwise imposing an unreasonable or disproportionately large load on the Circle Services;
- access, tamper with or use non-public areas of any of the Circle Services, Circle’s computer systems, or the technical delivery systems of Circle’s providers;
- probe, scan, or test the vulnerability of any system or network of Circle or its providers, or breach or circumvent any security or authentication measures of such system or network;
- attempt to decipher, decompile, disassemble or reverse engineer any of the Software or any of the code or software used to provide the Circle Services;
- export or re-export the Circle Services, except as specifically allowed in writing by Circle and only in compliance with the export control laws and regulations of any relevant jurisdictions;
- otherwise abuse the Circle Services or breach the Terms; or
- attempt to do any of the foregoing, or advocate, encourage or assist any third party in doing any of the foregoing.
V. Misconduct; Investigations
Circle reserves the right, but assumes no obligation, to investigate and take appropriate action in response to reports of misconduct. Regardless of its action or inaction, in no event will Circle be liable for the acts or omissions of any visitor, user or third party accessing or using the Circle Services.
Without limiting the foregoing, You acknowledge that Circle has the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Circle Services by any visitor or user, if We believe in good faith that it is reasonably necessary to:
- Comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body);
- Respond to claims asserted against Circle;
- Enforce and to ensure a User’s compliance with the Terms, including the investigation of potential violations;
- Conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues;
- Protect the rights, property or safety of Circle, its Users or members of the public; and
- Improve and operate the Circle Services and Circle Devices (including for customer support purposes).
You agree to cooperate with and assist Circle or its representative in good faith, in any such investigations, including by providing Us with such information as We may reasonably request.
If You are a California resident, You may also report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. See the “California Residents” subsection below for the full information required under California Civil Code §1789.3.
VI. Important Information About the Circle Services
A. Service Limitations. There are certain circumstances that may limit the availability or effectiveness of the Circle Services, including:
i. Service Area - The Circle Services may be configured for use in the local jurisdiction in which You registered for the Circle Services. For example, users that registered or are managed by an account that is registered for the Circle Services in the United States may be limited to use of the Circle Services only in the United States, and users that registered or are managed by an account that is registered for the Circle Services in the U.K. may be limited to use of the Circle Services in the U.K.
ii. Service Interruptions - The Circle Services can be interrupted for any reason that disrupts internet access or GPS capabilities, including, without limitation:
- Electrical power outages;
- Natural disasters;
- Electronic interference;
- An outage affecting the data transport service;
- Failure of originating or terminating access lines;
- Network congestion and/or reduced routing speed of Circle’s network or another network (for example, due to spikes in call volume in the wake of local or national disasters), causing failed calls, busy signals or unexpected answering wait times (which may be longer than emergency calls placed via traditional telephone networks);
- Compatibility issues; and
- Equipment failures relating to Your devices (e.g., Your mobile phone) or Circle’s equipment, including, hardware or software failures or misconfiguration affecting Circle, its offices, data centers, and/or any of its service providers.
Accordingly, Circle assumes no liability for or relating to the delay, failure, interruption, refusal, limitation, or corruption of any data or other information transmitted in connection with the use of the Services that are outside its reasonable control.
B. Acknowledgements. YOU AFFIRM THAT YOU HAVE READ THE FOREGOING AND ACKNOWLEDGE THAT:
i. CIRCLE DOES NOT AND CANNOT GUARANTEE THAT THE CIRCLE SERVICES WILL BE CONTINUOUS OR ERROR-FREE. FOR EXAMPLE, THE CIRCLE SERVICES MAY NOT BE AVAILABLE OUTSIDE OF THE SERVICE AREA OR UNDER CIRCUMSTANCES SET FORTH ABOVE.
ii. IF YOUR MOBILE OR DATA PLAN SERVICES OR ACCESS TO THE INTERNET OR OUR CIRCLE SERVICES IS/ARE SUSPENDED, CANCELLED OR TERMINATED (E.G., AS A RESULT OF BILLING ISSUES OR OTHER BREACH), YOU MAY NOT BE ABLE TO USE SOME OR ALL OF THE CIRCLE SERVICES.
iii. YOU ARE EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE CIRCLE SERVICES AND THE ACTIONS THAT OCCUR UNDER YOUR CIRCLE ACCOUNT. ABUSE OF THE CIRCLE SERVICES MAY SUBJECT YOU TO CIVIL AND/OR CRIMINAL FINES AND PENALTIES.
C. Modifications and Updates to the Circle Services.
Circle reserves the right, in its sole discretion, to modify or discontinue offering the Circle Services, in whole or in part, including any features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to You.
We may from time to time develop and provide updates for the Software or Circle Devices, which may include upgrades, bug fixes, patches and other error corrections and/or new features, functionality, tools or content (collectively, “Updates”). Updates may also modify or delete features, functionality, tools or content in their entirety.
For Managed Users, depending on Your mobile device settings, when Your mobile device is connected to the internet either: (a) the Updates will automatically download and install; or (b) You may receive notice of or be prompted to download and install available Updates. We suggest that You promptly download and install all Updates. If You do not download and install the most recent Updates, portions of the Software and/or Circle Device may not properly operate. All Updates will be deemed part of the Software and Circle Devices and be subject to all terms and conditions of the Terms.
You agree that Circle has no obligation to provide any Updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, Updates, discontinuance or deletions.
A. General Communications. By accessing or using the Circle Services, or providing Personal Information to Us, You agree that We may communicate with You electronically regarding security, privacy, and administrative issues relating to Your access and/or use of the Circle Services, as well as for product releases, product updates, marketing events, and third-party products or services Circle would like to communicate with You about.
B. Mobile Messaging Alerts. Our Mobile Messaging alerts (“Mobile Messaging Alerts”) allow you to receive informational alerts related to the categories you select. If you do not wish to continue receiving these Mobile Messaging Alerts, you can reply “STOP” to any mobile message from us in order to opt out of the Mobile Messaging Alerts.
User Opt In: You must affirmatively opt into these Mobile Messaging Alerts, such as by signing up online, or by texting a keyword to Circle’s short code in response to a call-to-action. Regardless of the opt-in method you utilized to receive the Mobile Messaging Alerts, you agree that these Terms apply to your participation in and use of the Mobile Messaging Alerts. The mobile messaging service used by Circle to communicate with you does not have the capacity to randomly or sequentially generate telephone numbers. Thus, Circle’s mobile messages are not sent to you by an automatic telephone dialing system (“ATDS” or “autodialer”). Nevertheless, by signing up to receive Mobile Messaging Alerts from Circle, you agree to receive autodialed mobile messages and you understand that consent to the Mobile Messaging Alerts is not required to make any purchase from Circle.
Cost and Frequency: Message and data rates may apply. The Mobile Messaging Alerts involve recurring mobile messages, and additional mobile messages may be sent based on your interaction with Circle.
User Opt-Out and Additional Commands: To opt-out of receiving all mobile messages, reply “STOP” to any mobile message you received from Circle on your mobile device. This is the easiest and preferred method to opt out of receiving mobile messages from Circle. You may receive an additional mobile message confirming your decision to opt out. The Mobile Messaging Alert system may recognize or respond to additional commands and keyword queries. Thus, you may receive additional informational text messages, even after opting out of receiving the mobile alerts. You acknowledge and agree that, notwithstanding any prior opt-out attempt, you consent to receive further messages from or on behalf of Circle that result from your continued communication with the Mobile Messaging Alerts. You agree that you are subject to the Terms, including any modifications thereto then in effect, when you resubscribe to the Mobile Messaging Alerts through any of the available options to do so.
MMS: The Mobile Messaging Alerts will send SMS MTs if your mobile device does not support MMS messaging.
Circle Warranty: Circle will not be liable for any delays or failures in the receipt of any messages connected with the Mobile Messaging Alerts. Delivery of messages is subject to effective transmission from your wireless service provider/network operator and is outside of Circle’s control.
Participating carriers: Circle engages various SMS related service providers to provide SMSs to you. It is possible that your phone carrier is not able to receive SMSs through Circle. The list of participating carriers and any charges by them are outside of Circle’s control. No participating carrier shall be liable for delayed or undelivered messages.
Miscellaneous: You warrant and represent that you will not provide to Circle any telephone number that is not assigned to you, and that if you obtain a new telephone number, you will promptly notify Circle that your prior telephone number is no longer assigned to you.
Circle would like to communicate with You if we learn of a security breach, We may attempt to notify You electronically by posting a notice on the Circle Services or sending an email to You. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to Us at email@example.com.
VIII. Circle’s Content Ownership and Use
The Circle Content includes, without limitation; the following: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, Usage Data (as defined below) and any other Circle content (collectively, “Circle Content”). All Circle Content and the compilation (meaning the collection, arrangement, and assembly) of all Circle Content are the property of Circle or its licensors and are protected under intellectual property, copyright, trademark, and other laws.
A. License to You. We hereby grant You, subject to Your compliance with these Terms, the limited, revocable, and non-exclusive rights to access and use the Circle Services and the Circle Content solely for the personal, non-commercial use by You, and Your family and community members that are authorized by You and authorized hereunder, of the Circle Service, at Our discretion. Any other use of the Circle Content is expressly prohibited, and is in violation of these Terms. This license is limited and revocable at any time without notice and with or without cause. Unauthorized use of the Circle Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Circle Content on any copy You make of the Circle Content.
B. Third-Party Content. The Circle Services may contain content from Circle partners and licensors. Except as provided within these Terms, You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, make derivative works based on, or sell any content appearing on or through the Circle Services, including Circle Content. You understand and agree that You shall not obtain, as a result of Your access and/or use of the Circle Services, any right, title, or interest in or to the Circle Content, or any third-party content delivered via the Circle Services or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the Circle Content.
C. Circle Marks. You acknowledge and agree that the trade names, logos, and other trademarks and service marks associated with Circle, including, without limitation, Circle, the Circle logo, and other Circle logos and product and service names are the intellectual property belonging to Circle (the "Circle Marks"). Without Our prior written permission, and except as solely enabled by any link as provided by Us, You agree not to display, copy, publish, or use the Circle Marks in any manner.
IX. Intellectual Property Rights and Circle’s License to Use Your Content
A. Circle Intellectual Property Rights. The Services, Software, Circle Devices, including all features, functionality, tools and content thereof, is protected by copyright, trademark, patent and/or other laws of the United States and foreign countries. You acknowledge and agree that the Circle Services, Software, and Circle Devices, and all intellectual property rights therein are the exclusive property of Circle and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Circle Devices, Software, or Services. No licenses or rights are granted to You by implication or otherwise under any intellectual property rights owned or controlled by Circle or its licensors, except for the licenses and rights expressly granted in these Terms, or the EULA if You are a Registered User. All rights not expressly granted to You by the Terms or the EULA are hereby reserved.
D. You Must Have Rights to the Content You Post. You hereby represent and warrant that: (i) You own all the content and User Content posted by You on or through the Circle Services or otherwise have the right to grant the license set forth in these Terms; (ii) the posting and use of Your User Content on or through the Circle Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person or entity; and (iii) the posting of Your User Content on the Circle Services does not result in a breach of contract between You and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content You post on or through the Circle Services. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary. You hereby agree to hold harmless and indemnify Circle and its officers, directors, employees, agents, vendors, affiliates and partners, from any intellectual property rights claim, suit or action arising from or related to Your User Content, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and reasonable attorney’s fees.
E. Circle Disclaims Liability for User Content. We do not represent or guarantee the truthfulness, accuracy, or reliability of User Content. You accept that any reliance on material posted by other users or third-party service providers will be at Your own risk. By using the Circle Services You accept the risk that You might be exposed to content that is objectionable or otherwise inappropriate. You are solely responsible for Your User Content on the Circle Services. Circle does not endorse any, nor is it responsible for, User Content on the Circle Services. You assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose Yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
X. Copyright Policy; DMCA Notices
If You have good reason to believe that another user has violated Your copyright using the Circle Service, or if You think someone incorrectly reported that You violated his or her copyright, You may notify Us by emailing Us at firstname.lastname@example.org.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If You believe in good faith that materials posted on the Circle Service infringe Your copyright, You (or Your agent) may send Circle a "Notification of Claimed Infringement" requesting that the material be removed, or access to it blocked. The notice must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
- Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Circle Service are covered by a single notification, a representative list of such works);
- Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Circle to locate the material on the Circle Service;
- Your name, address, telephone number, and email address (if available);
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If You believe in good faith that a notice of copyright infringement has been wrongly filed against You, the DMCA permits You to send Circle a counter-notice
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to the Circle Service should be sent to the following address:
Circle Media Labs Inc.
2553 Dulles View Drive, Suite 400
Herndon, VA 20171
Consult Your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
XI. Consequences of Violating These Terms
We reserve the right to suspend or terminate Your Circle Account, and/or deny access to the Circle Services, at any time and for any reason, at Our discretion. We reserve the right to refuse to provide the Circle Services to You in the future. Circle may review and remove any User Content at any time for any reason, including for activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Circle Services.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by Us or others caused by or arising out of Your breach of these Terms and/or Your use or access of the Circle Services.
XII. Circle’s Liability
A. User Disputes. We are not responsible for any disputes or disagreements between You and any third party with whom You interact with by using the Circle Services. You assume all risk associated with dealing with third parties on or through the Circle Services. You agree to resolve all disputes directly with the other party, and to indemnify Circle. You release Circle from all claims, demands, and damages in disputes among users of the Circle Services, or between a user and a third party. You also agree not to involve Us in such disputes.
B. Content Accuracy and Results. We make no representations or warranties about accuracy, reliability, completeness, or timeliness of any content accessed using the Circle Services. Similarly, We make no representations about the accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained or discovered through the Circle Services. We make no promises and disclaim all liability of specific results or outcomes from the use of the Circle Service. You use the Circle Services at Your own risk.
C. Third-Party Websites. The Circle Services may include links to third party websites and applications. You are responsible for evaluating whether You want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You acknowledge sole responsibility for and assume all risk, and We disclaim all liability arising from Your access or use of them, including, without limitation, any and all content, applications, products or services available on or through such websites or applications, and We will not be responsible for any damage or harm relating thereto.
D. Content Blocking Not Guaranteed. “False positive” content blocking may occur from time to time or at any time. Circle strives to allow sufficiently granular control of content filters to allow educational or meritorious content through, if that is the intent of the user. However, there is no guarantee that some content that You would deem acceptable will not be blocked by the Circle Services, and that content You deem unacceptable or inappropriate or in violation of these Terms will be blocked. In the event that You believe Circle is miscategorizing a site or service, please contact Circle support at email@example.com to submit the issue for review.
E. Warranties by Users. You represent and warrant to Circle that:
i. You have the power and authority to accept and agree to the Terms;
ii. You own or control all of the rights necessary to grant the rights and licenses granted herein;
iii. that You have requested and received the consent of all individuals and/or otherwise have the necessary authority for whom You have submitted contact information to include them in the Circle Services, including to share their telephone number and/or email address with Circle;
iv. You will not violate any federal, state or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights, in connection with Your User Content or otherwise in connection with Your access to or use of the Services or Circle Device;
v. the exercise by Circle of the rights granted by You hereunder will not cause Circle to violate any applicable laws, rules or regulations, to infringe the rights of any third party; and
vi. all account information provided by You will be complete, accurate and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.
F. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR ACCESS AND/OR USE OF THE CIRCLE SERVICES IS AT YOUR SOLE RISK; THE CIRCLE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS; THE RELEASED PARTIES (AS DEFINED BELOW) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE CIRCLE SERVICES, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
THE RELEASED PARTIES MAKE NO WARRANTY THAT: (I) THE CIRCLE SERVICES WILL MEET YOUR REQUIREMENTS OR DESIRED RESULTS; (II) THE CIRCLE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CIRCLE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY GOODS OR SERVICES AVAILABLE ON OR THROUGH THE CIRCLE SERVICES WILL MEET YOUR EXPECTATIONS, AND (IV) ANY ERRORS IN THE CIRCLE SERVICES WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE ACCESS OR USE OF THE CIRCLE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
"Released Parties" include Circle and its affiliates, officers, employees, agents, representatives, partners, assignees, and licensors.
G. LIMITATION OF LIABILITY AND INDEMNIFICATION
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY LOSS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR PERSONAL INJURY OR DEATH (EVEN IF CIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE ACCESS, USE OR THE INABILITY TO ACCESS OR USE THE CIRCLE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE CIRCLE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OR CIRCLE ACCOUNT; (IV) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE CIRCLE SERVICE; (V) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (VI) ANY OTHER MATTER RELATING TO THE CIRCLE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CIRCLE SERVICE OR YOUR USE OF CIRCLE CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE RETAIL COST PAID FOR THE CIRCLE DEVICE THROUGH WHICH THE USER PRINCIPALLY ACCESSES THE SERVICES OR, IF NONE, THE COSTS OF THE APP ON THE APP STORE. YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CIRCLE AND YOU, AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) Your User Content; (ii) Your use of or reliance on any third-party content or other user content, (iii) Your use of or reliance on any Circle Content, (iv) Your breach of these Terms, or (v) Your gross negligence or willful misconduct. We shall provide notice to You promptly of any such claim, suit, or proceeding. You agree that, at Circle’s option, You will conduct the defense of any such claim or action; provided that, notwithstanding Our election that You conduct the defense, (i) Circle may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) You will not enter into any settlement or other compromise without the prior written approval of Circle (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.
I. Circle Media Labs Inc. may ship orders to a Canadian shipping address from a location outside of Canada. By ordering goods from Circle Media Labs Inc., you hereby authorize Rutherford chosen by Circle Media Labs Inc. to act as your agent, and to transact business with the Canada Border Services Agency (CBSA) to clear your merchandise, account for duties and taxes.
XIII. Arbitration; Class Waiver; Waiver of Jury Trial***
These Terms and the relationship between You and Circle shall be governed by the laws of the state of Oregon without regard to its conflict of law provisions.
You and Circle agree to submit to the personal and exclusive arbitration of any disputes relating to Your access or use of the Circle Service under the Commercial Arbitration Rules of the American Arbitration Association”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in the State of Oregon before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST CIRCLE ONLY ON AN INDIVIDUAL BASIS AND HEREBY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. FURTHER, UNLESS BOTH YOU AND CIRCLE OTHERWISE AGREE IN WRITING, THE COURT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. You acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to Your use of the Circle Service or these Terms:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
- YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.
Any amendment to this section (other than an amendment to any notice address or site link provided herein) in the future, shall not apply to any claim that was filed in a legal proceeding against Us prior to the effective date of the amendment. However, the amendment will apply to all other disputes or claims governed by this section that have arisen or may arise between You and Circle after the effective date of the amendment. We will notify You of amendments to this section by posting the amended Terms on www.meetcircle.com.
B. Assignment. You may not assign, transfer, delegate or sublicense any of Your rights or obligations under the Terms, including by operation of law or merger or consolidation, without Our express prior written consent, which may be granted or withheld in Our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. Circle may assign, transfer, delegate and/or sublicense Our rights and obligations under the Terms, in whole or in part, in its sole discretion, without restriction. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and assigns.
C. No Agency. Except as otherwise expressly set forth herein, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
E. Notices. Any notices or other communications permitted or required hereunder, including those regarding modifications to the Terms, will be in writing and given by Circle (i) via e-mail (in each case to the address that You provide), or (ii) by posting to the Site or via the Circle Services. For notices made by e-mail, the date on which such notice is transmitted will be deemed the date of receipt.
G. Remedies. Except as expressly set forth in the Terms, the exercise by either party of any of its remedies under the Terms will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.
H. Severability. Except as otherwise provided in the Terms, if an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.
I. Headings. The headings in the Terms are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.
J. Third Party Beneficiaries. Except as otherwise expressly set forth herein, the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.
K. Contact Us. If you have any questions or concerns, please contact Circle at firstname.lastname@example.org.
You can also write to Us at:
Circle Media Labs Inc.
2553 Dulles View Drive, Suite 400
Herndon, VA 20171
L. California Residents. Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:
Complaints regarding the Services or Circle Device or requests to receive further information regarding use of the Services or Circle Device may be sent to the above address or to email@example.com.
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.
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