Terms of Service

Welcome

Who We Are and What We Do

Circular ECO Inc. (A Delaware Corporation) provides services to connect businesses and other entities to consumers for facilitating the disposal of materials that could be recycled such as electronics, textiles, and chemical waste.

The Intent is to provide logistic software to an underserved circular economy to optimize the “usable life out of any resource” avoiding more garbage in landfills.

Please read these Terms of Service (“Terms”) carefully because they contain important information about your legal rights for accessing the services rendered and any applicable remedies, and obligations. Last Updated on February 20, 2024.

These Terms are effective immediately for users accessing or using the Service without an Account or those registering Accounts on or after February 20, 2024, and will become effective February 28, 2024 for users with pre-existing Accounts.

DEFINITIONS

Parties. “You” and “your” refer to you, as a consumer of the circular.eco service(s).

A “consumer” is someone who accesses or in any way uses the Service
“circular.eco”, “We,” “us,” and “our” refer to circular.eco and its subsidiaries and their respective officers, directors, agents, partners, and employees.
A “business representative” and “third party” refer to those who access or in any way use the Service on behalf of an entity such as a corporation, government agency, or municipality to publish information or events.
A “Host” or “Event Organizer” refers to those who access or in any way use circular.eco to publicize or manage an event.

Content. “Content” or “material” means text, images, photos, audio, video, and all other forms of data or communication inclusive of any any design elements, look and feel, formatting

“Circular.eco content” is any general Content that is transmitted from or in connection with the Service, such as knowledge base articles, guides, or usage instructions that do not originate from any outside party.
“Your Content” means Content that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, photos, videos, compliments, invitations, check-ins, votes, and following activity, direct messages, and information that you contribute to your user profile or suggest for a business page.
“Consumer Content” means Content that consumers submit or transmit to, through, or in connection with the Service. “circular.eco Content” means Content that we create and make available in connection with the Service.
“Third Party Content”, “Business Content”, or “Affiliate Content” means Content that originates from parties other than circular.eco or its users, which is made available in connection with the service.
“Service Content” means all of the Content that is made available in connection with the Service, including Your Content, User Content, circular.eco Content, and Third Party Content.

Your Trademarks. are the trademarks, trade names, service marks, and logos that you contribute, provide, post, or make available using the Services, or that you otherwise contribute, provide, post or make available to us, or that you authorize us to use.

circular.eco Properties. means circular.eco's products, features and offerings that are available:

A. online through various circular.eco properties including circular.eco ("Site(s)");
B. off platform, including event management, sponsorship, and marketing or distribution services; and
C. through mobile applications, webpages, application programming interfaces, and subdomains ("Applications").

Sites. “Consumer Site” means circular.eco’s public facing consumer website (www.circuar.eco and related publicly accessible domains) and mobile applications. “Administrative Site” means circular.eco’s business facing applications and websites (biz.circular.eco and related domains) and mobile applications.

Accounts. “Account” means any Consumer Account or Organization Account.

“Consumer Account” means the account you create to access or use the Consumer Site to retain basic user profile information.
“Organization Account” or “Business Account” means the account you create is used to access the Services on behalf of an Organization or other legal entity. These accounts are managed by the organization’s administrator and will be able to control all aspects of your account.

Events. “Collection Events” is a specially scheduled Waste collection or drop-off service for a specific purpose, such as the disposal of Waste that is not normally collected due to volume, size, or nature, or for other purposes as applicable.

Drop-Off and Recycling Depot. means a controlled drop-off location open to the entitled participants for the collection and transfer of specified materials.

Application Programming Interface. Or “API” means an application programming interface that allows access to certain functionality and/or data provided by the circular.eco services.

Subscription. A finite product and inclusive features that are granted to you based on the signed or implied agreement.

CHANGES TO THE TERMS 

Updates. We reserve the right, at our sole discretion, to update or replace these Terms of service at any time by providing you with reasonable notice, including by posting the update on our website. What constitutes a material change will be determined at our sole discretion. If an update materially impacts your rights or obligations, we will provide at least 30 days’ notice before the update goes into effect, unless the update is necessary for us to comply with applicable law, in which case we will provide you with as much notice as reasonably possible. Any other updates will be effective on the date we post the Terms of service. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services or terminate this Agreement.

USING THE SERVICE / Service Terms

Eligibility. To access or use the Service, you must have the requisite power and authority to enter into these Terms.

You may not access or use the Service if you are a competitor of circular.eco
or if we have previously banned you from the Service
or closed your Account.
Please note that having an account does not imply eligibility for all “third party events” as they may have additional eligibility constraints based on region and/or material handling. Circular provides a best effort to help both parties match.

Permission to Use the Service. We grant you permission to use the Service subject to these Terms. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.

Service Availability. The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

Accounts. Consumer Accounts may require Registration for an event or request for information. In these cases, Your Consumer Account is for your personal, non-commercial use only, and you may not create or use a Consumer Account for anyone other than yourself. We ask that you provide complete and accurate information about yourself when creating an Account in order to bolster your credibility as a contributor to the Service. You may not impersonate someone else, provide an email address other than your own, create multiple Accounts, or transfer your Consumer Account to another person without circular.eco’s prior approval.

Organization/Business accounts are created to use the Services on behalf of an organization or legal entity, you must have the authority to accept these Terms on their behalf for commercial usage. If you create an account using an email address owned by an organization (for example, your employer), that account may be added to the organization's business account with us, in which case we will provide notice to you so that you can help facilitate the transfer of your account (unless your organization has already provided notice to you that it may monitor and control your account). Once your account is transferred, the organization’s administrator will be able to control your account, including being able to access Content (defined below) and restrict or remove your access to the account.

Regardless of account type, you are responsible for maintaining the confidentiality of your Account credentials, such as password and/or access to the affiliated email or devices with ability to sign-in. You are also responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason.

What You Can Do. Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws.

What You Cannot Do. You may not use our Services for any illegal, harmful, or abusive activity. For example, you may not:

Use our Services in a way that infringes, misappropriates or violates anyone’s rights.
Modify, copy, lease, sell or distribute any of our Services.
Attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).
Automatically or programmatically extract data or Output.
Interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services.
Use Output to develop applications or websites that compete with circular.eco.
Access the Service by any means other than our publicly supported interfaces.

Software. Our services may allow you to download software, such as mobile applications, which may update automatically to ensure you’re using the latest version. Our software may include open source software that is governed by its own licenses that we’ve made available to you.

APIs. Our services may allow direct integration with a limited number of published application programing interfaces; circular.eco reserves the right to change or discontinue any APIs at any time for any reason without prior notice.

Beta Services. This section governs your use of services or features that circular.eco offers on an alpha, preview, or beta basis (“Beta Services”). Beta Services are offered “as-is” to allow testing and evaluation and are excluded from any indemnification obligations circular.eco may have to you. Circular.eco makes no representations or warranties for Beta Services, including any warranty that Beta Services will ever be generally available, uninterrupted or error-free, or that Content will be secure or not lost or damaged. Except to the extent prohibited by law, circular.eco expressly disclaims all warranties for Beta Services, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. circular.eco implies a “safe harbor” to ensure you do not make any purchase decisions based on beta services due to the nature of testing and the final business adoption may be significantly different from what was created for the beta.

CONTENT AND LICENSING

License to Services. Your right to use our Services is limited to the license we grant you based on your subscription level.

We grant You a limited, non-exclusive, non-transferable, non-sublicensable (except to sub-Users registered via the Services), revocable right to use our Services solely to:

A. browse the Services and search for, view, register for, or purchase tickets or registrations to an event listed on the Services; and/or
B. create event registration, Organizer profile and other webpages to promote, market, manage, track, and collect sales proceeds for an event.

License Restrictions. You can’t copy, sell, or use our Services in a way that is damaging to circular.eco. In addition to any other restrictions, limitations, and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorized manner.

Roles. Various Events and services can be listed on circular.eco are organized by event hosts, not us. In the event, We are a third party service providing the technology for publicizing or managing events, and are not responsible or liable:

for event cancellations by the host;
for any content or activities related to the event;
for the accuracy of the event information provided by the host, including the time and connection details.

If you have an issue or question regarding any of the above, you should contact the event host. Hosts have full control over their events, and it is their responsibility to inform you of any relevant terms or policies that apply to your use of the Service outside of these Terms, as well as to respond to and resolve any disputes that you may have regarding their events.

Event Licensure, Permits, and authorizations. You will obtain, before enabling any registrations, all applicable licenses, permits, and authorizations (individually and collectively, "Licensure") for Your circular.eco Events. Licensure includes state, county, municipal, or other local authority's authorization of the event, traffic engineering authorizations, fire department inspection reports, fire marshal permits, sanitary authorization, and property operation permits.

You will provide evidence of Licensure and related information prior or registrations for your circular.eco Events and promptly upon our reasonable request from time to time.

Responsibility for Your Content. You alone are responsible for Your Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide input to our services. Once posted to circular.eco, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by circular.eco. You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.

Our Right to Use Your Content. We may use Your Content in a number of different ways, including by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against circular.eco and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.

Ownership. As between you and circular.eco, you own Your Content. We own the circular.eco Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of User Content and other Service Content), computer code, products, software, and all other elements and components of the Service excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the circular.eco Content and the Service, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the circular.eco Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the circular.eco Content are retained by us.

Advertising. circular.eco and its licensees may publicly display advertisements, paid content, and other information nearby or in association with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

Other. User Content (including any that may have been created by users employed or contracted by circular.eco) does not necessarily reflect the opinion of circular.eco. Except as required by law, we have no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content. We reserve the right to remove, screen, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove content if we believe it violates our Content Guidelines. Except in accordance with circular.eco’s Verified License program, circular.eco does not attempt to verify any licenses a local business or its representatives may have, and consumers should inquire about any such licenses with the business directly. Businesses whose licenses have been verified by circular.eco will have a “Verified License” badge displayed on their circular.eco business page.

Derived Content. circular.eco and its licensees reserve the right to use Artificial intelligence and machine learning to derive new material Content from data provided from any of our Parties. The new content may be a combination of any or all Your content entered into the service, any publicly available on your website, and/or circular.eco knowledge libraries using circular.eco’s private and public large language models.

Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts. If there is any inaccuracy discovered please use the feedback function to submit for review and correction.

BOOKING AND TRANSACTING

Generally. You can access features through the Service that allow you to book or transact online with local businesses, such as registering for a collection event, scheduling a pick-up, drop-off, or an appointment. These features may be provided by circular.eco’s third-party partners, including through iframes or similar formats, and their use may be governed by different or additional terms presented to you as part of the booking or transaction process. Please note that such third-party partners and/or the transacting local businesses themselves are responsible for fulfilling the commitments from such bookings and transactions.

Payments and Cancellations. You, as a consumer, may be required to provide your credit card information to confirm a booking, and will be charged any applicable fees, including cancellation or no-show fees in accordance with the transacting local business’s cancellation policy provided at the time of booking. You agree that circular.eco may facilitate any such payments and charges on behalf of the transacting local business.

Subscription Services, you, as a business operator will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You’re responsible for all applicable taxes, and we’ll charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received.

Cancellation. You can cancel your paid subscription at any time. Payments are non-refundable, except where required by law. These Terms do not override any mandatory local laws regarding your cancellation rights.

Changes. We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

Coupons. Any coupons that circular.eco might issue for use in connection with the Service are non-transferable (unless required by law), not redeemable for cash or any other consideration, and automatically expire thirty (30) days after the issue date unless otherwise specified. If your Account is terminated you will not be able to use any unexpired and unused coupons, and any such coupons will automatically terminate and cannot be redeemed unless required by law.

Service Credits. You may need to prepay for Services through the purchase of credits (“Service Credits”) or we may provide you with promotional Service Credits from time-to-time.

These circular.eco Service Credit Terms (“Terms”) are an agreement between you and circular.eco, L.L.C. (or our affiliates) and govern your purchase, receipt, or use of any credit redeemable for our Services (“Service Credit”). Capitalized terms used but not defined in these Terms will have the meanings set forth in the agreement between you and circular.eco governing your use of the applicable Services (the “Agreement”).
We may offer the option to prepay for certain Services through the purchase of credits (“Prepaid Service Credits”). Prepaid Service Credits represent the amount you have paid in advance for use of the respective Services. Additional terms may apply to specific Services.
We may also offer Service Credits free of charge as part of a promotional program rather than for purchase (“Promo Service Credits”). Promo Service Credits will not be applied against any sales, use, gross receipts, or similar transaction based taxes that may be applicable to you.
Service Credits are not legal tender or currency; are not redeemable, refundable, or exchangeable for any sum of money or monetary value; have no equivalent value in fiat currency; do not act as a substitute for fiat currency; and do not constitute or confer upon you any personal property right. Service Credits are non-transferable and may be used only in connection with the applicable Service.
All sales of Services, including sales of Prepaid Services, are final. Service Credits are not refundable and expire one year after the date of purchase or issuance if not used, unless otherwise specified at the time of purchase.
Your available Service Credit balance may be reviewed in your circular.eco account. You are solely responsible for verifying that the proper amount of Service Credits has been added to or deducted from your balance. Your Service Credit balance is not a bank account, digital wallet, stored value account, or other payment device.
We prohibit and do not recognize any purported transfers, sales, gifts, or trades of Service Credits. Evidence of any attempt to use, sell, or transfer Service Credits in any manner violates these Terms and may result in revocation, termination, or cancellation of the Service Credits and/or your use of the Services without refund and/or immediate suspension or termination of your account.
We reserve the right to suspend or terminate your use of the Services in accordance with the Agreement, including suspending or terminating your Service Credit balance, in compliance with applicable law.
We may modify these Terms at any time by posting a revised version on our website or by emailing the email associated with your account. The modified Terms will become effective upon posting or, if we notify you by email, as stated in the email message. By receiving or using any Service Credit after the effective date of any modification to these Terms, you agree to be bound by the modified Terms.

Taxes. Fees are exclusive of taxes, which we will charge as required by applicable law in connection with the Services. We will use the name and address in your account as the place of supply for tax purposes.

Disputes and Late Payments. To dispute an invoice, you must contact ar@circular.eco within thirty (30) days of issuance. Overdue undisputed amounts may be subject to a finance charge of 1.5% of the unpaid balance per month, and we may suspend the Services immediately after providing written notice of late payment.

REPRESENTATIONS AND WARRANTIES 

We strive to provide Services in the way you need them, but there are some things we can’t promise.

We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

For example, we make no warranty that:

A. the Services (or any portion of the Services) will meet your requirements or expectations;

B. the Services will be uninterrupted, timely, secure, or error-free; or

C. the results that may be obtained from the use of the Services will be accurate or reliable.

You represent and warrant that:

You have read and understood our Content Guidelines;
You have read and understood our Privacy Policy. If you use the Service outside of the United States of America, you consent to having your personal data transferred to and processed in the United States of America; and
Prior to attending any event listed on the Service, you have read and agreed to our Event Terms and Conditions.

You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Service to:

Violate our Terms, including the Content Guidelines and Event Terms and Conditions;
Post any fake or defamatory review, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review;
Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
Promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes, except in connection with a Business Account in accordance with the Business Terms;
Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service’s search results, review Recommendation Software (as defined in the Business Terms below), or any third party website;
Solicit personal information from minors, or submit or transmit pornography;
Violate any applicable law;
Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than Your Content), except as expressly authorized by circular.eco;
Use any robot, spider, Service search/retrieval application, or other automated device, process or means to access, retrieve, copy, scrape, or index any portion of the Service or any Service Content, except as expressly permitted by circular.eco
Reverse engineer any portion of the Service, unless applicable law prohibits this restriction, in which case you agree to provide us with 30 days’ prior written notice here;
Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;
Record, process, or mine information about users;
Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of business reviews;
Reformat or frame any portion of the Service;
Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on circular.eco’s technology infrastructure or otherwise make excessive traffic demands of the Service;
Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;
Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Service Content;

Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service.

OUR SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

LIMITATION OF LIABILITY

circular.eco Liability. In order to provide our Services on a large scale, we have to limit our liability to you.

NEITHER WE NOR OUR SUBSIDIARIES, OR AFFILIATES, AND RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) SHALL BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE SERVICE OR THE USE, ATTEMPTED USE OR INABILITY TO USE THE SERVICE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST REVENUE, LOSS OF DATA, OR OTHER INTANGIBLES EVEN IF FORESEEABLE OR IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, YOU AGREE THAT OUR TOTAL LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT RECEIVED BY US FROM YOU TO ACCESS THE SERVICE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, COMPUTER NETWORK, OR DATA (INCLUDING LOSS OF DATA) THAT RESULTS FROM YOUR ACCESS OR USE OF THE SERVICE. WE DO NOT WARRANT THAT THE SERVICE IS FREE OF DEFECTS, VIRUSES, MALFUNCTIONS, OR HARMFUL COMPONENTS THAT COULD DAMAGE OR ALLOW UNAUTHORIZED ACCESS TO YOUR COMPUTER, COMPUTER NETWORK, OR DATA.

WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED, OR REFERENCED AT OR THROUGH THE SERVICE.

WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU ACCESS OR USE THE SERVICE FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION, EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

Paid Events. For Organizers of events on our Site with paid tickets:

The circular.eco Fees (net of any circular.eco Payment Processing Fees) that the Organizer paid us in the three (3) month period immediately preceding the circumstances giving rise to their claim;

The total price of all tickets or registrations that the User purchased or made through the circular.eco Services in the three (3) month period immediately preceding the circumstances giving rise to their claim;

If no tickets or registrations were purchased one hundred U.S. Dollars (USD $100).

Compliance of Terms. All of our Terms are meant to comply with the law.

Some jurisdictions do not allow the exclusion of certain warranties or conditions on, or the limitation of, liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you, and our liability is limited to the maximum extent permitted by law.

ADDITIONAL POLICIES AND TERMS

Copyright and Trademark Disputes. You agree to follow our Infringement Policy in notifying us about copyright and trademark disputes concerning User Content. You agree we may forward any notification sent pursuant to our Infringement Policy to the user who submitted the User Content at issue.

Assumption of Risks. You must assume risks that are inherent in attending events. Some events may carry inherent risk and by participating in those events, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those events.

SUGGESTIONS AND IMPROVEMENTS

Feedback. We appreciate your feedback, and you agree that we may use it without restriction or compensation to you. Any ideas, suggestions, documents, or proposals (“Feedback”), you agree that

your Feedback does not contain any third party confidential or proprietary information;
we are under no obligation of confidentiality, express or implied, with respect to the Feedback;
we may have something similar to the Feedback already under consideration or in development;
we have no obligation to review, consider, or implement the Feedback, or to return to you all or part of the Feedback; and
you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against circular.eco and its users any claims and assertions of any moral rights contained in such Feedback.

THIRD PARTY CONTENT AND SERVICES

Our Service may contain links to third-party web sites or services that are not owned or controlled by circular.eco.

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

SECURITY

We use various safeguards to protect the personal information submitted to us, both during transmission and after we receive it. However, no method of transmission over the Internet or via mobile device, or method of electronic storage, is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.

We will maintain an information security program (including the adoption and enforcement of internal policies and procedures) designed to (a) protect the Services and Customer Content against accidental or unlawful loss, access, or disclosure, (b) identify reasonably foreseeable and internal risks to security and unauthorized access, and (c) minimize security risks, including through regular risk assessments and testing.

PRIVACY

We use cookies, pixels and similar technologies and provide you choices to manage your preferences on a real-time basis about how you use and navigate our Services

We may collect, transmit, and store information about you in connection on a real-time basis about how you use and navigate our Services, including any information you send to or through the Service. We use that information to provide the Service’s functionality, fulfill your requests, improve the Service’s quality, engage in research and analysis relating to the Service, personalize your experience, track usage of the Service, provide feedback to third party businesses that are listed on the Service, display relevant advertising, market the Service, provide customer support, message you, enhance the security of the Service, and comply with legal obligations. Even when we do not retain such information, it still must be transmitted to our servers initially and stored long enough to process.

Personal Information. Participation in some programs may require the collection of personally identifiable and/or location information that can be used to contact or identify you and ensure your eligibility to the respective program (i.e. geographically bound).

Log Data. Like most site operators, we collect information that your browser sends whenever you visit our Service ("Log Data"). This information such as your device’s Internet Protocol ("IP") address, browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages and other statistics.

Aggregate or Anonymous Information: We share user information in the aggregate with third parties, such as businesses that are listed on circular.eco. For example, we disclose the number of users that have been exposed to or interacted with program advertisements, or that are looking for services based on a specific zip code.

HIPAA. You agree not to use the Services to create, receive, maintain, transmit, or otherwise process any information that includes or constitutes “Protected Health Information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103), unless you have signed a Healthcare Addendum and Business Associate Agreement (together, the “Healthcare Addendum”) with us prior to creating, receiving, maintaining, transmitting, or otherwise processing this information.

General Data Protection Regulation for consumer accounts. You have the ability to request to have all personal data erased immediately provided there are no outstanding obligations to be provided to or from the requesting account owner. (for example, the original processing purpose if for as an event registration). Once the obligation is fulfilled, the account will be terminated and personal information will be dissociated from any public interfaces. We may retain information about you for the purposes authorized under this Privacy Policy unless prohibited by law. For example, we may retain information to prevent, investigate, or identify possible wrongdoing in connection with the Service or to comply with legal obligations. We may also maintain residual copies of your personal information in our backup systems.

Business profiles. Please note that businesses cannot remove their business pages, ratings, or reviews by closing their accounts. circular.eco retains information for as long as reasonably necessary for the purposes for which it was collected, or as otherwise permitted or required by law. If a business is permanently closed, the profile will be removed from public view once confirmed.

3rd Party Sharing. We only share your personal data with third-parties to provide necessary services, including:

if you are the host of an event, we will share your personal data with your guests;
When you register for an event, we will share your required personal data with the event host;
When processing a payment, we will share relevant information with our payment processor.

We make it clear to you throughout the Service when we share your personal data with third-parties. We have no control over, and are not responsible or liable for the ways those third-parties use your personal data.

If you are an Organizer, you will at all times comply with all applicable local, state, provincial, national, and other laws, rules, and regulations with respect to information you collect from (or receive about) Consumers or other individuals, and comply with any applicable policies posted by us on the Services with respect to information you collect from (or receive about) Consumers.

Data Retention. We retain your personal data in order to provide a consistent service. We retain different types of data for different lengths depending on the type of data and what it is used for. We will retain your Personal Information for the period necessary to fulfill obligations to the law.

INDEMNITY

Release. You won’t bring us into any disputes between you and a third party.

You hereby agree to release us (collectively with our Affiliates and subsidiaries, and each of our and their respective officers, directors, agents, co-branders, licensors, payment processing partners, vendors, other partners, independent contractors and employees, the “circular Released Parties”) from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with any of the following:

A. the Services or any event listed on the Services, including Your circular.eco Events;

B. your Licensure (defined below), any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure;

C. any Feedback (defined below) that you give or receive; or

D. Your Content or Your Trademarks.

In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."

Indemnification. You agree to protect the interests of circular.eco if a third party comes after us because of something you did or failed to do.

1. If you are a business or organization, to the extent permitted by law, You agree to defend, indemnify, and hold harmless the circular.eco Released Parties from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a "Claim") relating to or arising out of:

A. your breach of these Terms (including any terms or agreements or policies incorporated into these Terms);

B. your unauthorized use of the Services;

C. your Licensure, any failure to obtain or maintain any Licensure, or any error in obtaining or maintaining any Licensure;

D. any Feedback that you give or receive;

E. your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party;

F. our collection and remission of taxes; and

G. if you are an Organizer, Your circular.eco Events (including where we have provided Services with respect to those events) and Your Content and Your Trademarks, provided that in the case of (vii) this indemnification will not apply to the extent that the Claim arises out of circular.eco's gross negligence or willful misconduct.

2. We will provide notice to you of any such Claim, but our failure or delay in providing such notice will not limit your indemnification obligations except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, we may choose to handle the Claim ourselves, in which case you agree to cooperate with us in any way we request.

ARBITRATION, DISPUTES, AND CHOICE OF LAW

IMPORTANT: BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED (EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED BELOW), OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

Customer Support. Contact us first if you have an issue with our Services.

You agree that if you have a question or concern about the Services, you will contact us first, prior to initiating any legal proceeding. Our customer support team will try to answer your question or resolve your concern.

Arbitration Process. If a dispute can’t be resolved between us, it must be resolved through arbitration.

In the unlikely event that our customer support team is unable to resolve your concerns, you and we each agree to resolve all disputes and claims between you and us, including any arising under or relating to these Terms, your use of the Services, or your and our relationship, through binding arbitration or (to the extent the claim qualifies) in small claims court, instead of in courts of general jurisdiction. As explained below, the appointed arbitrator will have authority to enter all relief that would be available in court, to the extent warranted by the claims. All arbitrations and small claims proceedings will proceed only on an individual basis. In no event may either we or you seek to resolve a dispute with the other as part of any purported class, consolidated or representative proceeding, except as provided for in the Section “Similar Claims” below. Binding arbitration is subject to very limited review. Only the appointed arbitrator – and not any court – will have the authority to resolve any dispute relating to this Section, including any dispute regarding the scope, enforceability, and arbitrability of these Terms. This arbitration provision will survive termination of these Terms and any other agreement between you and us. These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section “arbitration” is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section ”location” below.

Applicability. Our agreement to arbitrate applies to almost all claims.

1. This agreement to arbitrate applies to all legal disputes between you and us. It includes, but is not limited to:

(i) all claims relating to any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory;

(ii) all claims that arose before this or any prior agreement (including claims relating to advertising); and

(iii) all claims that may arise after termination of these Terms and/or your use of the Services.

2. Notwithstanding this agreement to arbitrate, you or we may choose to bring:

A. an action on an individual basis in small claims court (to the extent the applicable claim qualifies); or

B. enforcement actions, validity determinations or claims relating to theft, piracy or unauthorized use of intellectual property in state or federal court in the U.S. Patent or Trademark Office to protect your or our Intellectual Property Rights. "Intellectual Property Rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.

3. In addition, the portion of any dispute or complaint relating to our participation in the US-EU or US-Swiss Privacy Shield Frameworks is subject to the Dispute Resolution section of our Privacy Policy before being subject to this Section.

Selection of Arbitrator. How the arbitrator will be selected.

We each agree to use the “rank and strike” process for selecting an arbitrator. In this process, the American Arbitration Association (“AAA”) will propose at least ten candidates to potentially serve as the arbitrator. We will each respond directly to AAA (without copying one another) in a writing that (i) “strikes” up to three of those candidates, that is, removes them from further consideration, and (ii) ranks the remaining candidates in order of preference. AAA will average each of our rankings for each arbitrator and select as the arbitrator the candidate with the highest ranking.

No Class Actions. We both agree to not bring a class action.

YOU AND CIRCULAR.ECO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. EXCEPT AS PROVIDED FOR IN SECTION “Similar Claims” BELOW, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY (IF WARRANTED) ISSUE ALL OF THE SAME RELIEF THAT WOULD BE AVAILABLE IN COURT, INCLUDING PUBLIC INJUNCTIVE RELIEF, IN FAVOR OF THE PARTY SEEKING SUCH RELIEF, BUT ONLY TO THE EXTENT AUTHORIZED BY LAW AND WARRANTED BY THE PARTY’S CLAIMS.

You and we each acknowledge that different arbitrations may present overlapping factual or legal issues. As such, to the fullest allowable extent, and subject to Section “Similar Claims” below, you and we each agree that in the event one of you or us initiates an arbitration against the other and we determine, in our sole discretion, that such arbitration presents one or more questions of fact or law that are also at issue in a pending arbitration between us and a third party (a “Similar Arbitration”), the arbitration involving you will, at our request, be assigned to the same arbitrator presiding over the Similar Arbitration and/or be paused until the Similar Arbitration is resolved. Any rulings in any Similar Arbitration will not be binding in the arbitration involving you.

Dispute Notice. Notice must be given when one of us intends to seek arbitration.

A party who intends to seek arbitration must first send to the other a written Notice of Dispute ("Dispute Notice"). The Dispute Notice to circular.eco must be addressed to the following address ("Notice Address") and must be sent by certified mail: circular.eco, Inc., Attn: Legal Department, PO BOX 452, Wilson, NY 14172 USA. Dispute Notices to you will be addressed to a mailing, home, or payment address currently on record with circular.eco and must be sent by certified mail. If we have no records of a physical address, our Dispute Notice may be delivered to your circular.eco account email address. The Dispute Notice must (i) reference to support record, describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If circular.eco and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Dispute Notice is sent, you or circular.eco may commence an arbitration proceeding.

Arbitration Rules. These are the rules that will govern any arbitration proceedings.

The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the "AAA Rules") of the AAA, as modified by this Section “arbitration”, and will be administered by the AAA and settled by a single arbitrator. (The AAA Rules are also available by calling the AAA at 1-800-778-7879.) All issues in dispute between the parties are for the arbitrator to decide, including, issues relating to the scope, enforceability, and arbitrability of this Section “arbitration”.

Arbitration Location. This is where the arbitration will take place.

If you are a Consumer, any arbitration hearings will take place (at your option) either in the county of your residence or by phone, except that (1) if you are a Consumer whose residence is outside of the United States, the hearing will take place either in Buffalo, New York or by phone or videoconference, at your option and as permitted by the AAA Rules; and (2) in the case of Batch arbitration per Section “Similar Claims” below, the hearing will take place either in Buffalo, New York or by phone or videoconference, at the option of AAA. If your use of the Services is or was for commercial use, then unless circular.eco and you agree otherwise, any arbitration hearings will take place in the United States in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, or in the case of Batch arbitration per Section “Similar Claims” below AAA will determine the location. If your claim is for ten thousand dollars ($10,000) or less, the arbitration will be conducted solely on the basis of documents submitted to the arbitrator or through a telephonic hearing. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.

Similar Claims. Similar claims brought by the same or coordinated counsel will be batched together for efficient resolution.

To ensure efficient resolution, if within a 90-day period, 25 or more claimants submit Dispute Notices or file arbitrations raising similar claims (i.e., with the same or similar facts or events and legal issues) and are represented by the same or coordinated counsel, the disputes must be arbitrated in batches of up to 50 claimants each (“Batch”). Specifically, upon notice from either side, AAA must group the arbitrations into: (1) a single Batch (if there are 25-50 claimants), or (2) Batches of 50 claimants each, with a smaller, final Batch consisting of any remaining claimants (if there are more than 50 claimants). AAA shall thereafter provide for the resolution of each Batch as a single consolidated arbitration with a single arbitrator appointed by AAA, one set of aArbitration fFees, and one hearing (if any) per Batch, to be held in Buffalo, New York, or by phone or videoconference at the option of the arbitrator. We both agree to cooperate in good faith to implement this process and minimize the time and costs of arbitration. Any challenges to administrative determinations by AAA shall be heard by a single process arbitrator. If this Section 9.9 is deemed unenforceable as to a particular claimant or Batch, then it will be severed as to that claimant or Batch, and those parties must arbitrate in individual proceedings.

Arbitration Costs. This is how we decide who’s responsible for the costs of arbitration and legal fees.

Payment of Costs and Expenses. Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA Rules, provided that if you are initiating an arbitration against circular.eco and the value of the relief sought is ten thousand dollars ($10,000) or less, then circular.eco will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). Further, if you are initiating an arbitration against circular.eco and your claim arises from your use of the Services as a Consumer, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be more expensive than a court proceeding, then circular.eco will pay the amount of any such costs and expenses. In the event that the arbitrator determines that all of the claims you assert in arbitration were frivolous at the time they were filed or that you continued to press those claims even after receiving information demonstrating that such claims were frivolous, you agree to reimburse circular.eco for all of the costs and expenses that circular.eco paid and that you would have been obligated to pay under the AAA Rules.

Payment of Legal Fees. To the maximum extent allowed under applicable law, each party will bear its own attorneys' fees and expenses in connection with any arbitration proceeding. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys' fees and expenses upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.

Non-Qualifying Disputes. Disputes that can’t be arbitrated in accordance with this Section ”Arbitration” will be governed by Section 21.

In the event that any provisions of this Section 9 are found to be invalid or unenforceable for any claim or issue, then the entirety of this Section 9 will be null and void only with respect to such claim or issue and Section 21 “Applicable Law and Jurisdiction” will apply to such claim or issue in lieu of this Section 9. For the avoidance of doubt, for all claims and/or issues as to which this Section 9 is not found to be invalid or unenforceable: (a) this Section 9 shall apply in full to all such claims and/or issues, and (b) arbitration of all such claims and/or issues shall commence and be completed prior to any litigation on any non-arbitrable claims, including in the event that arbitrable and non-arbitrable claims or issues present overlapping factual and/or legal questions.

Disputes that can’t be resolved under our arbitration agreement will be resolved in the courts of Buffalo under New York law.

These Terms are governed by the laws of the State of New York, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.

circular.eco is based in Wilson, New York. Any legal action against us related to our Services and not subject to the arbitration provisions in this Section of these Terms will take place in Buffalo. By agreeing to these Terms, you submit to the personal jurisdiction of the state or federal courts (as applicable) in Erie County, New York.

Your Right to Opt Out. If you want to opt out of our agreement to arbitrate, you must notify us in time.

You have the right to opt out and not be bound by the arbitration or class action waiver provisions set forth above in this Section by sending (from the email address we associate with you as a User) written notice of your decision to opt-out to legal@circular.eco. Please include the following in the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Services or your agreement to these Terms (whichever is later); otherwise, you will be bound to arbitrate disputes in accordance with the terms of these provisions. Note that if you opt out of these arbitration provisions, circular.eco also will not be bound by them.

TERMINATION

Term. The term of this Agreement will commence upon the earlier of your online acceptance of these Business Terms, the Effective Date of an Order Form, or the date you first use the Services, and will remain in effect until terminated pursuant to this (“Term”). If you purchase a subscription to the Services, the subscription term will automatically renew for successive periods unless either of us gives the other notice of its intent not to renew. That notice must be given at least thirty days before the start of the next renewal period.

Termination. Unless you purchase Services for a committed duration, you may terminate this Agreement at any time by deleting your account. Both you and circular.eco may terminate this Agreement upon written notice

(a) if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach, or if you fail to pay any amounts when due;

(b) if the other party ceases its business operations or becomes subject to insolvency proceedings. We may suspend your or any End User’s access to the Services or terminate this Agreement or any Order Form: (i) if required to do so by law; (ii) to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; or (iii) for repeated or material violations of the circular.eco Policies. We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination.

(d) you engage in any conduct on or off the circular.eco Properties that jeopardizes the safety of our community or integrity of the circular.eco Properties or interferes with the experience of our community or the circular.eco Properties; or

(e) allowing you to access and use the Services would violate any applicable local, state, provincial, national, or other laws, rules and regulations or court order or would expose us to legal liability.

Change in Service. We may choose to stop offering the Services, or any particular portion or feature of the Services, or modify or replace any aspect of the Services, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Services, if we believe that failure to do so would materially prejudice you. You agree that we will not be liable to you or any third party as a result of our termination of your right to use or otherwise access the Services.

Effect of Termination. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. Upon termination of this Agreement, we will remove all respective access from circular.eco within 30 days of specified termination or expiration date, unless we are legally required to retain it.

Survival of Terms. All provisions of these Terms that by their nature should survive termination of these Terms will survive (i.e., they will continue to apply to you) including all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum, and intellectual property protections and licenses.

GENERAL TERMS

Headings. Headings in these Business Terms are inserted solely for convenience and are not intended to affect the meaning or interpretation of these Business Terms.

Publicity. You may use our name (“circular.eco”) and marks to describe your use of the Services solely in accordance with our Brand guidelines. We will not publicly use your name or marks without your prior written approval.

Relationship of the Parties. For all purposes under this Agreement, you and circular.eco will be and act as an independent contractor and will not bind nor attempt to bind the other to any contract.

Severability. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.