Circularo Terms
Circularo Terms of Service
Effective From: August 18, 2023 (Version 1.1)
This is an important legal document - please read it carefully. By accepting, registering for, accessing, logging into or using the services, you accept all the terms and conditions in this document, including the privacy policy, which is part of these terms. If you do not agree with any of these terms, you are not authorized to use the service and must immediately stop using the Circularo services. You must not use a Circularo service if you are younger than 18 years of age.
1. Introduction
These Circularo Terms of Service (“Terms”) govern access and use of the Circularo platform and user account, the purchase of a Circularo subscription and provision of professional services related to Circularo. These Terms form a legally binding agreement between:
1.1. Customer - a corporation, organization or similar entity that uses a Circularo Service (defined below) and its Users ("Corporate Customer") or a person who uses Circularo ("Individual User") (together, “Customer”, “you”); and
1.2. Circularo group of companies consisting of Circularo Europe s.r.o. Revolucni 1082/8 11000 - Prague, Czech Republic, CIRCULARO MENA FZE, Dubai Silicon Oasis, DSO-THUB-G-D-FLEX-G018D, Dubai, United Arab Emirates, and their affiliates (“Circularo”, “Us”, “We”).
2. Definitions
All capitalized words in these Terms have the following meaning:
2.1. Circularo SaaS means the software-as-a-service known as 'Circularo', a solution for the, review, certification, distribution, acknowledgement of documents and their electronic signature, storage and recovery, but excluding any add-on or customization;
2.2. Documentation means any user guide, manuals and/or instruction provided by us in relation to the Services and includes the Acceptable Use Policy and the Service Level Agreement;
2.3. External User or Recipient means a user of Circularo SaaS that does not have a User Account, is not an employee, contractor, agent or otherwise engaged by the Customer and to whom the Customer has granted only limited access to the Circularo Service;
2.4. Lite User means a User that has a User Account but limited access to Circularo SaaS features and functionality as described in the Documentation;
2.5. Regular User means a User that has a Account and full access to Circularo SaaS features and functionality as described in the Documentation;
2.6. Section means a section of these Terms;
2.7. Service means (a) Circularo SaaS, (b) Circularo Rest API, software development infrastructure or third party custom integration made available by Circularo; (c) User Accounts; (d) the Documentation; and (e) any software, servers, networks and other infrastructure used to provide items (a) to (d);
2.8. Subscription Confirmation means a written summary of your Subscription Plan and other details relating to Circularo services. These may be provided to you as part of your order confirmation, invoice, email or in-product;
2.9. Subscription Plan means one of the 'Pro', 'Business' or 'Enterprise' subscription plans and your right to the use Circularo SaaS and receive updates;
2.10. Subscription Period means the subscription period set out in your Subscription Confirmation;
2.11 Support Plan means one of the support plans described in the Circularo SaaS Support Policy;
2.12. User is either an (a) Individual Customer or (b) a person who uses a Service on behalf of a Corporate Customer and is that Corporate Customer's employee or contractor;
2.13. User Account means an account through which a User (except an External User) can access Circularo SaaS.
3. Additional Terms; Amendments
3.1. Support Policy. By accepting these Terms, you accept the Support Policy and Service Level Agreement (SLA) which describe all product support provided as part of your Subscription Plan and any additional support you purchase.
3.2. Professional Services. You may purchase additional consultancy or training services not part of your Subscription Plan and, if you purchase these, by accepting these Terms, you accept the Professional Services Terms and Conditions.
3.3. Amendments. We may unilaterally amend these Terms at any time. We will do so by publishing the amended terms to the Website, which will be effective from the date stated on our website (www.circularo.com). If you continue to use a Service after this date, you will be bound by the revised terms and we will not be liable to you or a third party for the amendment. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS ON A REGULAR BASIS TO BE NOTIFIED OF ANY AMENDMENTS.
4. Use of Services
4.1. Right to Use. Once you accept these terms, we grant you a revocable, conditional, limited, non-exclusive and non-transferable right to access and use the Services, as expressly permitted by these Terms and in accordance with your Subscription Plan. Each Subscription Plan contains certain limitations and your right to use the Services is subject to these limitations, as well as: (a) (Terms) compliance with these Terms, including all amendments; (b) (Documentation) the Documentation and any policy published on our website (www.circularo.com); and (c) (Laws) all applicable laws.
4.2. Restrictions on Use. Without our prior written permission, you must not do, or attempt to do any of the following in relation to a Service: (a) (Commercialize) distribute, transfer, publish, license, sell, rent, lend, lease or in any other way commercialize; (b) (Reproduce) copy, reproduce, modify, adapt, or create derivative works; (c) (Code) reverse engineer, decompile, disassemble, modify, translate or discover source code; (d) (Tamper) remove, modify, damage, obscure or circumvent any copyright notice or security-related feature; (e) (Impair) cause harm or impairment, including by overburdening a Service, or the introduction or distribution of viruses or harmful components intended to impair, disrupt or destroy; (f) (Others) cause harm or impairment to another user or third party; or (g) (Access) grant access to a third party, unless authorised by these Terms.
4.3. Eligibility. In order to use a Service, you must be eligible. You represent and warrant that you are, and agree that you will not use the Services if you are not: (a) (Age) at least 18 years of age or older and legally able to enter into binding legal agreements; (b) (Laws) compliant with all applicable laws, including the export control, trade and other restrictions; and (c) (Authority) if you are accepting these Terms on behalf of Corporate Customer, you have the necessary authority to enter into agreements on behalf of the Corporate Customer.
5. Subscription
5.1. Scope. We will provide the Service in accordance with these Terms and your Subscription Plan. Subject to this Section and your Subscription Plan, we grant you the right to access and use the Service solely for your internal business purposes.
5.2. Exclusions. Unless stated in your Subscription Confirmation, your Subscription Plan does not include: (a) (Add-Ons) any add-on or customisation, unless these are purchased separately; (b) (Support Plan) any support plan that is not the 'Standard' support plan as described in the Support Policy; (c) (Migration) assistance in migrating Your Content from a Service (see Section 8.1); (d) (API Assistance) any technical or development assistance relating to the Circularo Rest API or other third party integration; or (e) (Professional Services) any training or consultancy services described in the Professional Services Terms and Conditions.
5.3. Restrictions. If your Subscription Plan: (a) (User Limits) permits a specific number of Users, you must not exceed the maximum number of users set out in your Subscription Confirmation; or (b) (Transaction Limits) permits you to undertake a specific number of Transactions, you must not exceed the maximum number of Transactions set out in the Subscription Confirmation during the relevant Transaction period. A "Transaction" means a single, unique request made by a Regular User to process a document using Circularo SaaS, such request being made through Circularo SaaS or the Circularo API.
5.4. Upgrades. Each Subscription Plan includes updates and routine bug-fixes that will be made available by us at any time during your Subscription Period, without prior notification. Subject to the service level described in the Support Policy, you acknowledge that a Service may be unavailable while an update is activating. You agree that we may modify Circularo SaaS features, functionality, design, layout or Documentation at our discretion, including substitution of an entire or substantial part of Circularo SaaS and that, if you do not wish to use a Service after an update, your sole remedy is termination of your Subscription in accordance with these Terms.
5.5. Integrations. If your Subscription Plan permits you to use or integrate with a third party service, you agree: (a) (Documentation) to do so in accordance with the Documentation; and (b) (Liability) such use is at your sole risk, and we are not responsible for any matter or liability arising in connection with a third party service, the interaction of a third party service with the Service or your hardware, software, network or systems. Should we request you to cease use of a third party service, you agree to immediately cease such use and/or remove such integration, and agree that your sole remedy is termination of these Terms.
5.6. Cloud Services. You acknowledge that Circularo SaaS is provided through a third party cloud-hosting and storage provider and you may be required to agree to additional terms in order to use Circularo SaaS, even if you have already accepted these Terms. You agree that we may change third party providers without prior notice but will endeavor to do so in a way that minimizes disruption.
6. Users & Accounts
6.1. Account. In order to use Circularo SaaS, a User will need to create a User Account. You are responsible for access and use of your User Accounts, including by each of a Corporate Customer’s Users, and the security of account credentials, including passwords. You must immediately notify us of any unauthorised access, use or breach of User Account security. You must ensure that passwords or other credentials are not shared between your Users.
6.2. Users. Each User must: (a) (Identification) be identifiable and contactable at all times, providing complete and accurate personal details in the relevant User Account, including the User's full legal name, address and contact details, and ensure these are kept up-to-date; (b) (Policies) have access control policies that are the same as all of your other Users, including one organizational domain, and/or one SMTP email based identity; and (c) (Emails) designate and use one email address for the Services that is not shared or accessed by any other Circularo Customer, User or third party, including through a shared or group email address.
6.3. User Types. There are different types of Users, which are described in the Documentation. You agree that: (a) (Regular Users) you may nominate specific Regular Users only once during your Subscription Period and changing this may incur additional charges; (b) (Lite Users) you may nominate and establish Lite User privileges and/or access rights only once during the Subscription Period and changing these may incur additional charges; (c) (Group Access) email addresses registered by your Regular Users and Lite Users must use the same organizational domain; and (d) (External Users) your External Users must not use or have access to an email address that uses a domain used by your Regular Users or Lite Users, and must use secure transmission protocols and/or the Circularo Service to sign documents.
7. Payments
7.1. Subscription fees. Subscription fees for a Service depend on your Subscription Plan, number of Users and/or Transactions you purchase as described in your Subscription Confirmation. All Subscription fees must be paid in full, without any deduction, set-off, counterclaim or withholding. NO REFUNDS WILL BE ISSUED, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAWS.
7.2. Payment Terms. All amounts are due and payable within 14 days of the date of an invoice and in US Dollars, EUR Euro, UAE Dirham or CZK Crown, unless stated otherwise. We will issue an invoice using the details you provide when placing an order or, if applicable, in your User Account. If you believe there is a discrepancy or issue with your invoice, you must notify us within 30 days of the date of the invoice, after which you will be taken to have accepted the invoice and waive your right to dispute it. You may use any payment method offered to you in an invoice.
7.3. Taxes & Charges. You must pay all applicable taxes, fees, charges and expenses relating to the Services, including any international transfer fees, bank fees, credit card charges or carrier fees ("Taxes and Charges"). We are not responsible for any Taxes and Charges, and all amounts payable under the Terms exclude Taxes and Charges, except as required by applicable law, in which case the amount payable is increased by the amount of the Taxes and Charges.
7.4. Late Fees. We may apply charges to any amount not paid when due at a rate of 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. We may accept payment in any amount without prejudice to our right to recover the balance of the amount due or to pursue any other right or remedy.
7.5. Intermediary. You agree that we may issue invoices through our authorized resellers or other payment intermediaries. To the extent any such invoice contains terms different to those set out in these Terms, the terms in an invoice issued by a reseller or payment intermediary will apply.
7.6. Trial Subscription. We may provide you with free-of-charge access to Service for 30 days and for the sole purpose of evaluating it and deciding whether to purchase a Subscription (“Trial Access”). You cannot use the Trial Access for commercial purposes or provide any other person with access to the Service. Your access to the Circularo Service will automatically end at the end of your Trial Period and Your Content will be deleted at the end of your Trial Access (see Section 8).
8. Delivery; Activation
8.1. Delivery. You acknowledge that all Services are delivered electronically and we have no obligation to provide any hardcopy, physical or other tangible aspect of the Services. You must have adequate equipment, infrastructure and systems, including a sufficiently stable internet connection, to access the Services.
8.2. Activation. Within 3 working days, that are not a weekend, public holiday or bank holiday in the Customer’s country of residence (“Business Day”), we will complete the Activation Services. “Activation Services” mean providing access to at least one ‘administration’ Regular User who has a Corporate Customer's permission to activate a Service on behalf of the Customer, including adding Users. The Activation Services are not consultancy services, and include only the work required to install, configure or operationalize a Services in accordance with your Subscription Plan.
8.3. Assistance. If requested, you must provide us and our representatives reasonable access to your systems, infrastructure and/or personnel in order to complete the Activation Services, subject to any reasonable requirements and corporate policies. If these are inaccessible, unavailable or interrupted, we will notify you of this and you will be deemed to have waived the time period for completion of the Activation Services.
9. Content
9.1. Your Content. You represent and warrant that you own, or have a verifiable right to use, any document, file, text, image or other data that you upload, create, display, distribute or otherwise use in connection with the Services (“Your Content”) and includes any Confidential Information (see Section 11). You are solely responsible for Your Content and acknowledge that you bear all risks associated with Your Content, including others' use of Your Content and migration of your content from our Services on termination or expiry of Your Subscription (see Section 15.7).
9.2. Third Party Rights. You represent and warrant that Your Content does not infringe on any third party’s intellectual property or other rights. Although we are not obliged to do so and we do not screen, verify or review Your Content, we reserve the right to remove any of Your Content if we reasonably believe it infringes the rights of a third party.
9.3. Circularo Content. The Services may provide you with access to content owned or licensed by us or an affiliate (“Circularo Content”). You are granted a personal, limited, revocable, non-exclusive, non-transferable right to use the Circularo Content, but not distribute, modify, copy or create any derivative works based on any Circularo Content or derivative work. We may, at any time, modify or terminate your rights under this Section in our sole and absolute discretion.
9.4. Legal Advice. You acknowledge that Circularo is not a legal services provider, and that no aspect of the Services constitutes legal advice, opinions, recommendation, and/or counsel. Although the Services may involve the preparation, review, exchange and archiving of legal documents and creation of legal relations, you are responsible for the legal effect of Your Content and we recommend you consult with a lawyer. Circularo is not a party to any agreement between you, your Users and External Users.
9.5. Local Laws. Electronic signatures are governed by local laws and may vary between countries and regions. Circularo does not guarantee that your use of a Service will satisfy the local laws and regulations relevant to your transaction. You are responsible for ensuring the validity of electronic signatures under local law.
10. Intellectual Property Rights
10.1. Your Intellectual Property. You own all intellectual property rights in and to Your Content. You grant us, and our affiliates, a worldwide, royalty-free, non-exclusive, transferable license to use, reproduce, modify, display, distribute, perform and translate Your Content, only to the extent that required for us to provide you with the Services and comply with your instructions (including integration with third party services), our obligations under these Terms and applicable law.
10.2. Our Intellectual Property. We (or our licensor/s) own all intellectual property rights, including any trade secrets, copyright, trademarks, patents or other unregistered intellectual property rights, in and to the Services and the Circularo Content, including all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of these. Except as expressly set out in these Terms, all such rights are reserved. You acknowledge that you have no right to obtain a copy of the software behind a Service, unless expressly permitted by us in writing.
10.3. New Intellectual Property. If your access or use of a Service results in new intellectual property rights (“New IP”), you agree that all New IP will be exclusively owned by us. You agree to take all steps to ensure the transfer of ownership of any New IP. If rights to the New IP cannot be transferred to us, you grant to us (or an entity designated by us) an irrevocable, perpetual, unconditional, worldwide, royalty-free, exclusive license to use, reproduce, sell, display, modify, distribute, create derivative works of, and otherwise exploit the New IP.
10.4. Third Party Software. A Service may utilize third party software, including open-source software. All third party software is provided on the terms of respective third party licenses, and on an "as is" basis, without warranty. Nothing in these Terms will be taken to contradict the terms of any third-party license.
10.5. Feedback. Although you are not required to do so, you may provide us with feedback, suggestions, proposals, improvements, code or bug-fixes ("Feedback"). If you do so, you also grant us an irrevocable, unconditional, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, sell, display, modify, distribute, create derivative works of, and otherwise exploit the Feedback. You agree that all Feedback you provide to us is non-confidential and non-proprietary and warrant that you have all rights necessary to submit the Feedback.
7.6. Aggregate/Anonymous Data. We may generate aggregate, anonymous or non-personal data in connection with the Services and such data is owned by us. This data may be used by us for any business purpose, including service improvement, and we will only disclose this data if it is de-identified and stripped of all persistent or personal identifiers.
11. Privacy; Confidentiality
11.1. Privacy Policy. The information provided by you, collected and handled by us, in connection with the Services is governed by the Privacy Policy, which is incorporated into these Terms.
11.2. Confidentiality. If you or Circularo receive Confidential Information (the "Receiving Party") provided by the other ("Disclosing Party"), the Receiving Party must protect the confidentiality of Confidential Information and use at least a reasonable standard of care. Both parties must use the Confidential Information solely in connection with for the purpose for which it is provided and the parties' obligations under these Terms. "Confidential Information" means all information disclosed by the Disclosing Party in connection with a Service, deemed by a reasonable person to be confidential and/or proprietary. This information may be disclosed orally or visually, including trade secrets, product designs, software, systems, technology, customers, employees, operations, pricing, discounts, business and marketing plans/opportunities. It does not include information that is public or has been independently developed by a Party, except as a result of a breach of these Terms.
Any data provided by you for the testing purposes („Test Data“) are considered public and non-confidential therefore you are responsible for not providing any data you consider confidential as the Test Data. Circularo is not responsible for disclosing any such Test Data.
11.3. Disclosure. The Receiving Party must not disclose the other Party's Confidential Information, or the fact that Confidential Information was made available to the Receiving Party, except: (a) (Need-to-Know) to its affiliates, officers, directors, employees, agents, advisors, representatives service providers, consultants contractors and/or auditors on a need-to-know basis, if they have been advised of the confidential nature of such information and agree to abide by terms no less restrictive than those set out in these Terms; (b) (By Law) if, in the written opinion of its counsel, it is required to do so by law or court order. The Receiving Party must promptly notify the Disclosing Party of this requirement and allow it to take steps to prevent public disclosure of such information. All such disclosure must only be to the extent required to comply with applicable law or court order, with all commercially reasonable efforts to obtain confidential treatment for the disclosed information. Incorporation of our Confidential Information into any of your materials will not render this Confidential Information non-confidential.
11.4. Notification. The Receiving Party must promptly notify the Disclosing Party in writing of the discovery of any unauthorized disclosure, unauthorized use, or loss of Confidential Information, or any other breach of this Section. The Receiving Party must assist the Disclosing Party in every commercially reasonable way to regain possession of the Confidential Information.
11.5. Deletion. On the expiry or termination of these Terms, or the earlier request of the Disclosing Party, the Receiving Party must promptly delete all Confidential Information disclosed to it (including copies and backups), except any information required to be kept by applicable law, which will be kept confidential.
11.6 Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. In the event of a breach of this Section 11, the parties are entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
12. No warranties
12.1. AT YOUR RISK. THE SERVICES ARE PROVIDED ON AN ‘AS IS’, 'AS AVAILABLE' AND ‘WHERE IS’ BASIS. YOU AGREE TO USE THE SERVICES AT YOUR OWN DISCRETION AND AT YOUR SOLE RISK. YOU ARE WHOLLY RESPONSIBLE FOR ANY LOSS OF DATA OR ANY DAMAGE TO YOUR SYSTEMS, INFRASTRUCTURE, DEVICES OR ANY OTHER DAMAGE THAT RESULTS FROM ACCESS TO AND USE OF THE SERVICES. THIS INCLUDES A FAILURE TO RETRIEVE YOUR CONTENT AT THE END OF THE ACCESS PERIOD OR TERMINATION OF THESE TERMS.
12.2. DISCLAIMER OF WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Circularo AND EACH OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, RESELLERS OR CLOUD SERVICE PROVIDERS (TOGETHER, “CIRCULARO PARTIES”), (A) MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER AND (B) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES IN RELATION TO THE SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES FOR MERCHANTABILITY, FITNESS-FOR-PURPOSE, TITLE, QUALITY OR NON-INFRINGEMENT.
12.3. LIMITED WARRANTIES. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. NOTHING IN THIS SECTION IS INTENDED TO EXCLUDE THOSE RIGHTS BUT, SUCH IMPLIED WARRANTIES WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW AND FOR THE MINIMUM WARRANTY PERIOD.
12.4. OTHER DISCLAIMERS. UNLESS EXPRESSLY SET OUT IN THESE TERMS, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES HAVE BEEN OR WILL BE PROVIDED WITH DUE CARE, SKILL OR DILIGENCE AND ASSUME NO RESPONSIBILITY FOR: (A) (SUITABILITY) THE SUITABILITY OF A SERVICE FOR YOUR REQUIREMENTS; (B) (AVAILABILITY) THE AVAILABILITY OF THE SERVICES AS CONSTANT, UNINTERRUPTED, TIMELY OR SECURE; (C) (OUTPUT) THE RELIABILITY OR ACCURACY OF THE RESULTS AND OUTPUT OF A SERVICE; (D) (DEFECTS) ANY ERROR IN THE SERVICES OR FOR THE CORRECTION OF ANY ERRORS, BUGS OR DEFECTS; (E) (INJURY) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES; (F) (ACCESS) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION PROCESSED AS PART OF THE SERVICES; (G) (HARMFUL COMPONENTS) ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR HARMFUL COMPONENTS TRANSMITTED TO OR THROUGH THE SERVICES; (H) (CONTENT) ERRORS, OMISSIONS, REFORMATTING OR INACCURACIES INTRODUCED INTO YOUR CONTENT AS A RESULT OF THE SERVICES AND/OR ANY LOSS OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF THE ACCESS OR USE OF ANY OF YOUR CONTENT TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES.
13. Limitation of liability
13.1. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO CIRCULARO PARTY WILL BE LIABLE TO YOU, A USER, RESELLER OR THIRD PART FOR ANY LOSS (WHETHER OF LOSS OF USE, BUSINESS OR OTHER DATA, PROFITS OR OTHER LOSS), DAMAGES (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHERWISE) OR OTHER LIABILITIES, INCLUDING LOSS, DAMAGES OR LIABILITIES ARISING FROM OR RELATED TO: (A) (FORESIGHT) FORESEEABLE OR UNFORESEEABLE MATTER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES OR LIABILITIES; (B) (LIABILITY) BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY; OR (C) (CLAIM) ANY OTHER CLAIM OR ALLEGATION ARISING OUT OF OR IN ANY WAY CONNECTED WITH A SERVICE, YOUR ACCESS AND/OR USE OF A SERVICE.
13.2 CONSEQUENTIAL DAMAGES. WE ARE SPECIFICALLY NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM: (A) (USE) USE OF A SERVICE; (B) (CONTENT) LOSS, INTEGRITY, ERRORS OR DAMAGE TO YOUR CONTENT; (C) (PROPERTY) PROPERTY DAMAGE OR PERSONAL INJURY RESULTING FROM YOUR USE OF A SERVICE; (D) (ACCESS) UNAUTHORIZED ACCESS TO A SERVICE, YOUR USER ACCOUNT, YOUR FACILITIES OR INFRASTRUCTURE; (E) (CODE) ANY HARMFUL CODE, BUGS, VIRUSES, TROJAN HORSES OR SIMILAR COMPONENTS; (F) (SERVERS) INTERRUPTION OR UNAVAILABILITY OF SERVERS. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON EXCLUSION OF LIABILITY FOR CONSEQUENTIAL DAMAGES AND, IF YOU ARE A RESIDENT OF A JURISDICTION THAT PERMITS SUCH EXCLUSION, THIS SECTION DOES NOT APPLY TO YOU.
13.2. CAP ON LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CIRCULARO PARTIES’ TOTAL LIABILITY IN ALL CAUSES OF ACTION ARISING IN RELATION TO THESE TERMS AND/OR THE SERVICES, REGARDLESS OF FORUM OR THEORY OF LIABILITY (“CLAIM”), WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US UNDER THESE TERMS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
14. Indemnification
14.1. Responsibility for Users. Without excluding or minimizing a User's liability, you are responsible and liable for the actions or omission of each User that you permit to use a Service. You indemnify and hold harmless the Circularo Parties from and against any losses, liabilities, claims, damages and/or expenses (including reasonable attorney fees) arising out of or in any way related to the actions or omissions of your Users.
14.2. Indemnity. You agree to defend, indemnify and hold harmless the Circularo Parties from and against any losses, liabilities, claims, damages and/or expenses (including reasonable attorney fees) arising out of or in any way related to your, or your User's, use of the Services or breach of these Terms.
14.3. Content Infringement. If any third party alleges or initiates legal action (“Claim”) claiming that you do not own or have rights to use Your Content, you agree: (a) (Indemnity) to defend, indemnify and hold harmless the Circularo Parties for any losses, liabilities, claims, damages and/or expenses (including reasonable attorney fees) arising out of or in any way related to the Claim; (b) (Mitigation) we may remove from a Service all or part of Your Content subject to the Claim; (c) (Actions) we may take suitable actions, at your expense and without prior notification, in response to the Claim, including engaging an attorney, settling, compromising, paying a Claim, assuming the defense and control of the Claim. You must notify us as soon as practicable after becoming aware of any Claim or circumstances that are likely to give rise to a Claim.
15. Term; Termination
15.1. Term. These Terms are effective from the date you accept them and end on the earlier of: (a) (Subscription) the expiry of your Subscription Period; or (b) (Termination) these Terms are terminated by you or Circularo.
15.2. Auto-renewal. The Subscription Period for Circularo SaaS begins on the Subscription start date set out in the Subscription Confirmation and automatically renews, unless you expressly opt-out by emailing us at sales@circularo.com or notify an authorised reseller, at least 30 days before the end of your current Subscription Period. Your Subscription will renew on the same terms as your current Subscription.
15.3. Suspension. If we reasonably believe that you are in breach of these Terms, including payment obligations, or your agreement with an authorised reseller (if applicable), we may suspend your (or your Users') access to, and use of, a Service in whole or in part, as well as remove or disable Your Content. We will use reasonable efforts to notify you prior to any suspension.
15.4. Termination by you. You may terminate these Terms at any time by notifying us. Termination will be effective at the end of the current Subscription Period or, if there is no applicable Subscription Period, 30 days from the date you notify us. Nothing in this Section affects your payment obligations.
15.5. Termination by us. We may terminate these Terms at any time by notifying you in writing. Termination will be effective after 14 days, if: (a) (Breach) we notify you of a breach of these Terms and you fail to remedy that breach, or the breach is unable to be remedied; (b) (Discontinuation) we elect to discontinue a Service. We may terminate these Terms with immediate effect if: (c) (Breach) you breach Section 4 (Use of Services), Section of 5 (Subscription) or Section 7 (Payments); or (iv) (Law) if we reasonably believe that we are required to do so by applicable law.
15.6. Effect of Termination. On termination or expiry: (a) (License) your license to use a Service, Circularo Content and all related intellectual property is immediately withdrawn; (b) (Payment) you must pay all outstanding amounts accrued as of the termination or expiry date; and (c) (Services) our obligation to provide you a Services or any benefit under these Terms is ends.
15.7. Survival. The following Sections survive termination or expiry: Section 7 (Payment); Section 9.2 (Third Party Rights); 9.4 (Legal Advice); Section 10 (Intellectual Property); Section 12 (Warranties); Section 13 (Limitation of Liability); Section 14 (Indemnification); Section 17.3 (Customer Audit); Section 18 (Governing Law; Arbitration; Class Action; Jury Waiver); and Section 19 (General Provisions).
15.8. Your Content on Termination. Circularo is not required to retain any of Your Content after the expiry of the Subscription Period, including as a backup or in any other form. Prior to the end of the Subscription Period, or on receiving a notice from us about termination, you and each of your Users should take steps to retrieve Your Content. We will take commercially reasonable endeavors to retain your Content for 30 days after the end of your Subscription Period, after which we will cycle it out of our systems and delete it.
16. Marketing Consent
You agree that Circularo (and its affiliates) may identify you as a Circularo user and/or customer. In order to do so, you agree that we may; (a) use your name, trading name, logo or trademark (and so grant the Circularo Parties) a worldwide, non-exclusive, royalty-free license to use your name, trade name, logo or trademark as set out in this Section); (b) briefly describe your business; and (c) indicate that you use Circularo products.
17. Compliance
17.1. Anti-Bribery and Anti-money Laundering. You must comply with all laws relating to anti-bribery and anti-money laundering matters. Any occurrence of bribery or money laundering in connection with a Service must be immediately reported to us and you must provide all reasonable assistance in relation to such report.
17.2. Information Requests. A duly authorized governmental authority may request information regarding your use of a Service, including search warrants, subpoenas, court orders or similar ("Request"). We will solely determine whether we and/or you are required to respond to the Request. If permitted by law, Circularo will use commercially reasonable efforts to notify you of the Request and you will be responsible for responding to the Request in such circumstances.
17.3. Customer Audit. On request, and no later than 7 days following a request, you will grant us (or our representatives) access to: (a) (Logs) any logs, reports, usage statistics or similar information about the Services; and (b) (Systems) your facilities or infrastructure utilizing Services, solely to determine whether you have complied with your obligations under these Terms. Each party is responsible for its own costs in relation to such an audit and all information provided in connection with such an audit will be regarded as confidential.
17.4. Trade Restrictions. For the purposes of export control and sanctions laws and regulations of the United States and other countries ("EC Laws"), you represent and warrant that you, and none of your Users, are not: (a) (Location) located in an embargoed country or territory, including, but not limited to Ukraine, Crimea, Sudan, Iran, Syria Cuba and North Korea; (b) (Control) under the control of an entity organized in or a resident of an embargoed country or territory; (c) (Lists) listed under any EC Law as a person or entity with which U.S. persons are prohibited from dealing; and (d) subject to end destination EC Laws. You are solely responsible for complying with all EC Laws in relation to Your Content and use of the Services.
18. Governing Law & Disputes
18.1. Governing Law. If you are a Customer with a registered address in the European Union, these Terms are governed by and construed according to the laws of the Czech Republic, without reference to conflict of law principles. Any litigation relating to these Terms will be subject to the jurisdiction of any competent court of the Czech Republic. If you are a Customer with a registered address anywhere else, these Terms are governed by and construed according to the laws of the United Arab Emirates, without reference to conflict of law principles.
18.2. Disputes. You agree to notify us of any concern or dispute arising from these Terms. Together with Circularo, you must use your best efforts to settle the matter amicably. If a concern or dispute is not resolved within 30 days of submission, the parties agree that the dispute will be finally decided: (a) if you are a Customer with a registered address in the European Union, with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic by one arbitrator appointed by the President of the Arbitration Court in accordance with the On-line Rules of the Arbitration Court; or (b) if you are Customer with a registered address anywhere else, the ADGM Arbitration Centre under ADGM Rules. The legal place, or seat, of the arbitration shall be Abu Dhabi Global Market. The language of the arbitration shall be English. The number of arbitrators shall be one.
18.4. Urgent or IP Relief. Notwithstanding anything in these Terms, Circularo is entitled to apply for injunctive, equitable or similar urgent forms of relief if there is unauthorized access or use of a Service or relating to theft, piracy, unauthorized use or breach of our intellectual property rights, which we may also enforce in any court of competent jurisdiction having jurisdiction the parties.
19. General Provisions
19.1. Independence. You and Circularo are independent contracting parties and not agents or representatives of the other. These Terms do not create a partnership, joint venture, employment, franchise or agency and neither you or Circularo have the power to bind the other or incur obligations on the other’s behalf.
19.2. Assignment. You must not assign or otherwise transfer these Terms without our written consent. We may transfer our rights under the Terms to a third party and will notify you if we do so.
19.3. No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.
19.4. Interpretation. Headings are provided for convenience only and will not be used to interpret meaning or intent. The word ‘must’ refers to an obligation that, if not performed, will constitute a breach. The word ‘including’ is non-exhaustive.
19.5. Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
19.6. Notice. If either you or Circularo is required by these Terms to notify the other, notice may be given by: (a) (E-mail) to info@circularo.com (notice by you) or the email associated with your User Account or, if a Corporate Customer, the User Account associated with your admin User (notice by us). Such communications will be deemed delivered 1 day after being sent; (b) (Courier) to the address set out at the beginning of these Terms (notice by you) or stated in your User Account (notice by us). Such communications will be deemed delivered 7 days after being sent by a trackable courier; (c) (Registered post) to the address set out at the beginning of these Terms (notice by you) or stated in your User Account (notice by us). Such communications will be deemed delivered 14 days after being sent by a trackable postage service. You agree to receive notices, agreements or other communications through electronic means, including by e-mail, text, in-product notifications, or by posting them on the Website or through any Services, satisfying any legal requirement that these be in writing or be delivered in a particular manner.
19.7. Resellers. These Terms apply whether you access or use a Service directly from us, through an authorized reseller, distributor or other intermediary. You agree that we are not bound by any representations, warranties or obligations other than those set out in these Terms, including those made by an authorized reseller, distributor or other intermediary.
19.8. Force Majeure. Neither you or Circularo will be liable to the other for any delay or failure of its obligations under this Terms (except in relation to payment obligations), to the extent such delay or failure is due to an unforeseen event that (a) (Timing) occurs after you accept these Terms, (b) (Circumstance) is beyond the reasonable control of either party, including strikes, blockade, war, pandemic, terrorism, riots, natural disasters, refusal of permission, license or approval by a third party, or the availability of the internet, (c) (Effect) prevents or delays the affected party from fulfilling its obligations, and (d) (Prevent) such party is not able to prevent or remove the event at reasonable cost. The affected party must promptly notify the other party in writing after it reasonably believes such an event will cause delay or failure of its obligations.
19.9. Entire Agreement. These Terms, as well as the Privacy Policy, Support Policy and Service Level Agreement, Professional Services Agreement and Acceptable Use Policy constitute the entire agreement between you and Circularo in relation to the Services, superseding any terms included in a purchase order or similar document. We reflect any additional or conflicting terms contained in a purchase order or similar document.
BY AGREEING TO THESE TERMS, YOU ARE CONFIRMING THAT: (A) (REVIEW) YOU HAVE HAD SUFFICIENT OPPORTUNITY TO READ, REVIEW, AND CONSIDER THESE TERMS; (B) (COMPREHENSION) YOU UNDERSTAND EACH OF SECTION IN THESE TERMS; AND (C) (ADVICE) YOU HAVE HAD SUFFICIENT OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE.
If you have any queries about these Terms or require a copy of an earlier version, please contact us at info@circularo.com