Service Agreement
Circle's Primary Services Agreement
THIS CIRCLE PRIMARY SERVICES AGREEMENT (“CPSA” or “AGREEMENT”) GOVERNS A CUSTOMER’S ACQUISITION AND USE OF THE SERVICES. IF A CUSTOMER REGISTERS FOR A FREE TRIAL OF SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS CPSA WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.
YOU CAN ACCEPT THIS CPSA BY (1) CLICKING A DESIGNATED AREA INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS CPSA, OR (3) USING THE SERVICES. ONCE ACCEPTED, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS CPSA IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
The Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. Circle’s direct competitors are absolutely prohibited from accessing the Services. The only exception is if such competitor obtains the prior written consent of Circle’s CEO.
This CPSA was last updated on March 23, 2023. It is effective between Customer and Circle as of the date of Customer’s acceptance of this Agreement (the “Effective Date”) as described in Section 3.1. herein.
1. DEFINITIONS
In addition to terms defined above and elsewhere herein, the following capitalized terms shall have the definitions set forth below:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, the subject entity.
“Beta Services” means Circle services or functionality that may be made available to Customer to try at its option at no or mutually agreed additional charge(s) which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Circle” means Circle The People Inc., a California corporation, or any Affiliate of Circle that is designated on an Order Form.
“Content” means information obtained by Circle from publicly available sources or its third-party content providers and made available to Customer through the Services, Beta Services, or pursuant to an Order Form, as more fully described in the Documentation.
“Customer” means in the case of an individual accepting this CPSA on his or her own behalf, such individual, or in the case of an individual accepting this CPSA on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
“Customer Data” means electronic data and information submitted by or for Customer to Circle in connection with the Services, excluding Content and Non-Circle Applications.
“Documentation” means the applicable this CPSA, the Circle Privacy Policy, the Circle Terms of Service, and the Circle End User License Agreement, all of which can be found at https://www.circlethepeople.com/companyServices agreement, and Circle’s policy statements and usage guidelines, all as may be updated by Circle from time-to-time.
“Free Services” means Services that Circle makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services.
“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
“Non-Circle Application” means Web-based, mobile, offline, or other software functionality that interoperates with a Service, that is provided by Customer or a third party and/or listed on a Marketplace or under similar designation.
“Order Form” means an ordering document or online order specifying the Services to be provided Customer hereunder that is entered into between Customer and Circle or any of Customer’s or Circle’s Affiliates, including any addenda and supplements thereto. By accessing a Service provided by Circle, an Affiliate of Customer agrees to be bound by the terms of this Agreement and the Documentation as if it were an original party hereto.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.
“Services” means the products and services that are ordered by Customer under an Order Form or online purchasing portal or provided to Customer free of charge or under a free trial (as applicable), and made available online by Circle, including associated Circle offline or mobile components, as described in the Documentation. The term “Services” excludes Content and Non-Circle Applications.
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by Circle without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Circle at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors, representatives, and agents of Customer, and third parties with which Customer transacts business.
2. CIRCLE RESPONSIBILITIES
2.1. Provision of Purchased Services. Circle will (a) make the Services and Content available to Customer pursuant to this CPSA, the applicable Order Forms, and Documentation; (b) provide applicable Circle standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased; (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Circle shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Circle’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, criminal acts, act of terror, strike, or other labor problem (other than one involving Circle employees), Internet service provider failure or delay, Non-Circle Application, or denial of service attack; and (d) provide the Services in accordance with laws and government regulations applicable to Circle’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s and Users’ use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.
2.2. Protection of Customer Data. Circle will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users) as found in the Circle Privacy Policy, the Circle End User License Agreement, the Circle Security Policy Statement, and the Circle Acceptable Use Statement, which can be found at Circle’s website (https://www.circlethepeople.com/company). The versions of these documents in force as of the Customer’s Effective Date (and as may be amended from time-to-time) are hereby incorporated herein by this reference. For the purposes of this CPSA, the Order Form, and the Documentation, Customer and its applicable Affiliates are each considered to be the “data exporter,” and Customer’s acceptance of this Agreement, and Customer’s or an applicable Affiliate’s execution of an Order Form, shall be treated as Customer’s and its Affiliate’s execution and acceptance of Circle’s Documentation. Upon request by Customer made within 45 days after the effective date of termination or expiration of this Agreement, Circle will make Customer Data available to Customer for export or download as provided in the Documentation. After such 45-day period, Circle will have no obligation to maintain or provide any Customer Data and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
2.3. Circle Personnel. Circle will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Circle’s obligations under this CPSA, except as otherwise specified herein.
2.4. Beta Services. From time-to-time, Circle may make Beta Services available to Customer at no charge or mutually agreed reduced charge. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to the terms and conditions of this CPSA, and any other terms and conditions specified in Documentation concerning Beta Services.
2.5. Free Trial. If Customer registers on Circle’s or one of its Affiliate’s website for a free trial, Circle will make the applicable Service(s) available to Customer on a trial basis for a limited time free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by Circle in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this CPSA by reference and are legally binding.
ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO ANY COMPETITOR’S SERVICE. IF CUSTOMER ELECTS NOT TO CONTINUE WITH THE SEWRVICES AFTER THE FREE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY CIRCLE” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS, WITH ALL FAULTS” WITHOUT ANY WARRANTY. CIRCLE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE, CIRCLE’S TOTAL LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED US$1,000.00. WITHOUT LIMITING THE FOREGOING, CIRCLE AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE, WITHOUT LIMITATION, UNDER THIS CPSA AND THE DOCUMENTATION TO CIRCLE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF (1) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, (2) ANY BREACH BY CUSTOMER OF THIS AGREEMENT OR THE DOCUMENTATION, AND (3) ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING ANY PURCHASE DECISION.
2.6. Free Services. Circle may, in its sole discretion, make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this CPSA and the Documentation. In the event of a conflict between this section and any other portion of this Agreement or the Documentation, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer to purchase additional resources or services. Customer agrees that Circle, in its sole discretion and for any reason or no reason at all, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that Circle will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services, provided that, if Circle terminates Customer’s account, except as required by law, Circle will provide Customer a reasonable opportunity to retrieve its Customer Data.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY CIRCLE” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS, WITH ALL FAULTS” WITHOUT ANY WARRANTY AND CIRCLE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WHATSOEVER WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE, CIRCLE’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED US$1,000.00. WITHOUT LIMITING THE FOREGOING, CIRCLE AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE, WITHOUT LIMITATION, UNDER THIS CPSA AND THE DOCUMENTATION TO CIRCLE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF (1) CUSTOMER’S USE OF THE FREE SERVICES, (2) ANY BREACH BY CUSTOMER OF THIS AGREEMENT OR THE DOCUMENTATION, AND (3) ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
3. USE OF SERVICES AND CONTENT
3.1. Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, without proration for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments, express or implied, made by Circle, its agents, or representatives, regarding future functionality or features.
3.2. Usage Limits. Services and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, Circle may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Circle’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Circle’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below. Failure to promptly do so may result in Circle terminating Customer’s access to the Services.
3.3. Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation, and Order Forms; (b) be responsible for (i) the accuracy, quality, and legality of Customer Data, (ii) the means by which Customer acquired Customer Data, (iii) Customer’s and User’s use of Customer Data with the Services, and (iv) the interoperation of any Non-Circle Applications with which Customer uses Services or Content; (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Circle promptly of any such unauthorized access or use; (d) use Services and Content only in accordance with this Agreement, Documentation, the Circle Acceptable Use Policy at https://www.circlethepeople.com/company, Order Forms, and applicable laws and all government regulations; and (e) comply with terms of service of any Non-Circle Applications with which Customer uses Services or Content. Any use of the Services in breach of the foregoing by Customer or Users that, in Circle’s sole discretion and judgment, threatens the security, integrity, or availability of Circle’s services, may result in Circle’s immediate suspension of the Services; however, Circle will use commercially reasonable efforts under then existing circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension. Circle shall solely determine any time frame for such remedy by Customer.
3.4. Usage Restrictions. Customer will not (a) make any Service or Content available to anyone other than Customer or authorized Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation and accepted by Circle; (b) sell, resell, license, sublicense, distribute, rent, or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering; (c) use a Service or Non-Circle Application to store or transmit infringing, libelous, or otherwise harmful, unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use a Service or Non-Circle Application to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks; (g) permit direct or indirect access to, or use of, any Services or Content in a way that circumvents a contractual usage limit; (h) use any Services to access, copy or use any of Circle intellectual property except as clearly specified and permitted under this Agreement, an Order Form, or the Documentation, and accepted by Circle; (i) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof; (j) copy Content except as permitted herein or as clearly specified in an Order Form or the Documentation, and accepted by Circle; (k) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation; or (l) except to the extent permitted by applicable law and clearly specified in a Work Order as accepted by Circle, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions, or graphics of the Service, (3) copy any ideas, features, functions, or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
3.5. Removal of Content and Non-Circle Applications. If Customer receives notice, including from Circle, that Content or a Non-Circle Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Circle Acceptable Use Policy, Customer will promptly, without delay, conform to Circle’s notice and directions. If Customer does not timely take the required action, including deleting any Content Customer may have downloaded from the Services, in accordance with the above, or if in Circle’s sole discretion and judgment, a continued violation is likely to occur or reoccur, Circle may disable the applicable Content, Service and/or Non-Circle Application. If requested by Circle, Customer shall confirm in writing deletion and discontinuance of use of such Content and/or Non-Circle Application and Circle shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if Circle is required by any third-party rights holder to remove Content or receives information that Content provided to Customer may violate applicable law or third-party rights, Circle may discontinue Customer’s access to such Content through the Services and will use reasonable commercial efforts to timely notify Customer of such action.
4. NON-CIRCLE PRODUCTS AND SERVICES
4.1. Non-Circle Products and Services. Circle or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-Circle Applications and implementation and other related services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-Circle provider, product, or service is solely between Customer and the applicable Non-Circle provider. Circle does not warrant or support Non-Circle Applications or other Non-Circle products or services, whether or not they are designated by Circle as “certified” or other similar term, unless expressly provided otherwise in an Order Form. Circle is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Non-Circle Application or its provider.
4.2. Integration with Non-Circle Applications. The Services may contain features designed to interoperate with Non-Circle Applications. Circle cannot guarantee the continued availability of such Service features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Circle Application ceases to make the Non-Circle Application available for interoperation with the corresponding Service features in a manner or on terms acceptable to Circle.
5. FEES AND PAYMENT
5.1. Fees. Customer will timely pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) Services purchased cannot be decreased during the relevant subscription term.
5.2. Invoicing and Payment. Customer will provide Circle with valid, current, and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Circle. If Customer provides credit card information to Circle, Customer authorizes Circle to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Circle will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due within 30 days from the invoice date without deduction or offset. Customer is responsible for providing complete and accurate billing and contact information to Circle and notifying Circle of any changes to such information.
5.3. Overdue Charges. If any invoiced amount is not received by Circle by the due date, then without limiting any of Circle’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Circle may condition future subscription renewals and Order Forms on prepayment in full or payment terms shorter than those specified in the “Invoicing and Payment” section above.
5.4. Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized Circle to charge to Customer’s credit card), Circle may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Circle will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.
5.5. Payment Disputes. Circle will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
5.6. Taxes. Circle’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is solely responsible for paying all Taxes associated with its purchases hereunder. If Circle has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Circle will invoice Customer and Customer will pay that amount unless Customer provides Circle with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Circle is solely responsible for all taxes assessable against it based on its income, property, and employees.
6. PROPRIETARY RIGHTS AND LICENSES
6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Circle, its Affiliates, its licensors, and Content providers reserve all their right, title, and interest in and to the Services and Content, including all of their related intellectual property rights. No intellectual property or other rights are granted by Circle to Customer or any user hereunder other than as otherwise expressly set forth herein.
6.2. Access to and Use of Content. Customer has the right to access and use applicable Content during the subscription period subject to the terms of applicable Order Forms, this Agreement, and the Documentation.
6.3. License by Customer to Circle. Customer grants Circle, its Affiliates, and applicable contractors, a worldwide, limited-term license to host, copy, use, transmit, and display any Non-Circle Applications, Content, and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for Circle to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non-Circle Application with a Service, Customer grants Circle permission to allow the Non-Circle Application and its provider to access Customer Data and information about Customer’s usage of the Non-Circle Application as appropriate for the interoperation of that Non-Circle Application with the Service. Subject to the limited licenses granted herein, Circle acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-Circle Application, or such program code.
6.4. License by Customer to Use Feedback. Customer grants to Circle and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of Circle’s or its Affiliates’ Services.
7. CONFIDENTIALITY
7.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Circle includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing), and applicable Documentation. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Circle services.
7.2. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that, a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Circle may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-Circle Application Provider to the extent necessary to perform Circle’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so; provided, the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS
8.1. Representations. Each party represents that (i) it has validly entered into this Agreement, (ii) has the legal power to do so, and (iii) once executed, this CPSA becomes a legally binding obligation on such party.
8.2. Circle Warranties. Circle warrants that during the applicable subscription term, (a) this Agreement, the Order Forms and the Documentation will accurately describe, in all material respects, the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, (b) Circle will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-Circle Applications” section above, Circle will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
8.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE, CONTENT, AND BETA SERVICES ARE PROVIDED “AS IS, WITH ALL FAULTS,” AND IS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
9. MUTUAL INDEMNIFICATION
9.1. Indemnification by Circle. Circle will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Circle in writing resulting from, a Claim Against Customer; provided, Customer (a) promptly gives Circle written notice of the Claim Against Customer, (b) gives Circle sole control of the defense and settlement of the Claim Against Customer (except that Circle may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Circle all reasonable assistance, at Circle’s expense. If Circle receives information about an infringement or misappropriation claim related to a Service, Circle may in its sole discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Circle’s warranties under “Circle Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and, if applicable, refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Circle, if the Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (4) a Claim Against Customer arises from Content, a Non-Circle Application or Customer’s breach of this Agreement, the Documentation or applicable Order Form(s).
9.2. Indemnification by Customer. Customer will defend Circle and its Affiliates against any claim, demand, suit, or proceeding made or brought against Circle by a third party (a) alleging that the combination of a Non-Circle Application or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from (i) Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form(s), (ii) any Customer Data or Customer’s use of Customer Data with the Services, or (iii) a Non-Circle Application provided by Customer (each a “Claim Against Circle”), and will indemnify Circle and its Affiliates from any damages, attorney fees, and costs finally awarded against Circle as a result of, or for any amounts paid by Circle under a settlement approved by Customer in writing resulting from, a Claim Against Circle; provided, Circle (A) promptly gives Customer written notice of the Claim Against Circle, (B) gives Customer sole control of the defense and settlement of the Claim Against Circle (except that Customer may not settle any Claim Against Circle unless it unconditionally releases Circle of all liability), and (C) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against Circle arises from Circle’s breach of this Agreement, the Documentation, or applicable Order Form(s).
9.3. Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
10. LIMITATION OF LIABILITY
10.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
10.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, LOST REVENUE, DAMAGED OR REDUCED GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. TERM AND TERMINATION
11.1. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
11.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, all subscriptions will be for a period of one calendar month and shall automatically renew for additional one-month terms, unless either party gives the other written notice (email acceptable) of termination at least 30 days before the end of the relevant subscription term. Once paid, Customer shall have access to the Services and Content subscribed for unless Customer’s access and use is suspended or terminated by Circle as provided in this CPSA, the Order Form, or the Documentation. There will be no refunds or proration for periods of any subscription term if Customer determines to cease using the Services unless specifically authorized by Circle. Except as expressly provided in the applicable Order Form, renewal of any promotional, special, or one-time priced subscriptions will be at Circle’s applicable list price in effect at the time of the applicable renewal. Circle reserves the right to modify it’s pricing at any time and from time-to-time and such modified pricing shall be effective upon not less than 30 days’ advance notice to Customer.
11.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period (unless extended by the parties in good faith agreement), or (ii) immediately, without prior notice, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
11.4. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, Circle will cease collection subscription fees as of the effective date of termination and, if applicable, will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Circle in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the current subscription period and, if applicable, the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Circle for the period prior to the effective date of termination.
11.5. Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Non-Circle Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as Circle retains possession of Customer Data.
12. GENERAL PROVISIONS
12.1. Export Compliance. The Services, Content, other Circle technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Circle and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, or Syria) or as may be updated from time-to-time, or in violation of any U.S. export law or regulation. Customer is responsible to ensure that it is in compliance with all such export rules, regulations, and laws.
12.2. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
12.3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Circle and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, express or implied, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) that modifies or negates any provision of this CPSA, the Order Form or Documentation, is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this CPSA are for convenience only and shall not affect the construction of any provision of this Agreement.
12.4. Relationship of the Parties. The parties hereto are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related and other local, state, or federal taxes. Except as specifically stated herein, neither party may legally bind the other party or any of such party’s Affiliates to any agreement, instrument, or obligation.
12.5. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement and no third party may enforce any provision of this Agreement against either party.
12.6. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right or any other right.
12.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be deemed to be null and void, and the remaining provisions of this Agreement will remain in effect.
12.8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, Circle may assign this Agreement in its entirety (including all Order Forms), without Customer’s prior consent, to any of its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon 30 days written notice. In the event of such a termination, Circle will, if applicable, refund Customer any prepaid fees covering the remainder of the term of all subscriptions commencing after the month in which the termination is effective. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.9. Circle Contracting Entity, Notices, Governing Law, and Venue. The Circle entity entering into this Agreement and the address to which Customer should direct notices under this Agreement will be as set forth in Order Form. California law will apply in any dispute or lawsuit arising out of or in connection with this Agreement and the courts that have exclusive jurisdiction over any such dispute or lawsuit are in San Diego County, CA. Each party agrees to the applicable governing law above without regard to rules concerning choice of law or conflicts of laws, and to the exclusive jurisdiction of the applicable courts stated above.
12.10. Manner of Giving Notice. Except as otherwise specified in this CPSA, all notices related to this Agreement must be in writing and will be effective upon (a) personal delivery, (b) the business day after the sender delivers such notice to any nationally recognized overnight carrier for overnight delivery, or (c) except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices and must be sent in writing by overnight carrier, the day of sending by email. Billing-related notices to Customer will be submitted by email and addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
Circle Privacy Policy
Effective Date: January 1, 2022
Updated: August 24, 2022
This Privacy Policy applies to Personal Information received, collected and processed by Circle The People Inc. (“Circle”, “us”, “we” or “our” herein) in the course of our business, including any of our subsidiaries and affiliated entities, as well as additional sites/applications operated by us and our affiliates and subsidiaries (each a “Site”) and the services provided through the Sites (collectively with the Sites, the “Services”). The terms “you” and “your” refer to users of the Sites and Services.
Please note that unless we define a term in this Privacy Policy, capitalized terms used in this Privacy Policy have the same meanings as in our Terms of Use.
This Privacy Policy contains the following sections:
1. Personal Information Collection and Use
2. Personal Information Sharing
3. Your Choices
4. Individual Rights in Personal Information
5. Personal Information Retention
6. Personal Information Storage and Security
7. Other Important Information
1. Personal Information Collection and Use
This Privacy Policy covers our use of your Personal Information. “Personal Information,” means any information that relates to you and can — either on its own or in combination with other information — identify you as an individual. Personal Information does not include information that has been de-identified or aggregated such that you can no longer be identified.
The types of information we collect depends on your level of engagement with the Services. The more you interact with the Services, the more information we need to provide the Services. This Section explains how we collect and use Personal Information based on your level of engagement with the Services.
A. All Users of the Sites and Applications
From registered and unregistered users of the Sites and Services, we automatically receive and record information whenever you interact with the Sites and Services. This includes IP address data from our server logs, cookie information, browser information, information about your activity while on the Sites (such as the pages you request, properties that you view or save, and property that you claim), and the URL of the site you came to the Sites from. We also may collect the mobile device ID (such as the ID for Advertising on iOS and Android ID on Android) from users of our Services and Apps. If permitted by the settings on your device and/or with your consent, we will also collect your geo-location information. We use this to provide you with location-specific information, such as homes for sale near your current location as determined by your geolocation, and information about listing your home for sale based on your geolocation. We may also approximate your location based off your IP address, to customize your experience on our Sites.
We may also use the information listed above to help diagnose problems and performance with the Services, analyze trends, customize your experience, and administer the Services. We may provide IP addresses to third parties to help us analyze website user survey data. We may also use the information described in this section to better target information about our Sites and Services, for example, by displaying more accurate or relevant information on our Sites, matching you to a public record listing of a property, tailoring the advertising we display on third party websites and platforms, and sending better targeted and tailored messages, including via email and/or push notifications.
B. Registered Users of Circle’s Sites, Services and Applications
We may be required to collect certain information, including your name and email address, as a condition of certain licenses with the third-party service providers (for example: multiple real estate listing services or “MLS”, to allow you to access the full MLS listings). You give us this information when you create your Circle account. When you create a Circle account, you agree that this Privacy Policy and our Terms of Use apply. In addition, when you are signed into your Circle account and using Circle through any authorized third-party service, we may make use of the information that they provide us to further customize your experience. We may share Personal Information with such third parties to deliver Circle tailored content both on our Services and on third party sites (e.g., social media sites).
Account Password Security: Your Circle account password is encrypted on our server. It is your responsibility not to disclose your password to other people and to ensure you maintain its security.
Account Updates: In your Circle account settings, you can correct, amend, add or delete Personal Information associated with your account. However, even after you update information, we may maintain a copy of the original information in our records as required by applicable law or other legal obligation.
C. Circle Clients
When you subscribe to a Circle account, you become a Circle client. As part of the account creation process, you will need to provide certain information for us to create an account for you in connection with our Services. This information can include, without limitation, your name, address, phone number, email address, agent or broker identifiers, brokerage, or lender affiliation, among other items of information. Once you consent to the creation of your Circle account, your relationship with Circle is governed by our online Terms of Use and this Privacy Policy.
D. Communications with Circle
Circle may collect Personal Information from you such as email address, phone number, or mailing address when you request information about our Services, register for our newsletter, request customer or technical support, or otherwise communicate with us.
E. Marketing
We may send marketing materials to Circle account holders and clients using various communication channels, including without limitation, email, text messages/SMS, push notifications, telephone calls, and direct mail. Individuals may also subscribe to notifications with information such as customized historical data surrounding homes that have recently sold in a particular area. Circle may send you Circle-related news and surveys in accordance with applicable law.
F. Call Recording
We do not record any telephone calls between you and our representatives for training and quality assurance purposes.
G. Surveys
Circle may contact you to participate in surveys. If you decide to participate, you may be asked to provide certain information, which may include Personal Information.
H. Sharing with Friends or Colleagues
Circle’s Services may allow you to forward or share certain content with a friend or colleague, such as an email inviting your friend to use our Services. Email addresses that you may provide for a friend or colleague will be used to send your friend or colleague the content or link you request in accordance with applicable law.
I. Interactive Features
Circle may offer interactive features such as chat services, forums, and social media pages. We may collect the information you submit or make available through these features. Any content you provide on the public sections of these channels will be considered “public” and will not be subject to the privacy protections referenced herein.
J. De-Identified and Aggregated Information
We may use Personal Information and other information about you to create de-identified and/or aggregated information, such as de-identified demographic information, de-identified location information, de-identified or aggregated trends, reports, or statistics, information about the computer or device from which you access our Services, or other analyses we create. De-identified and aggregated information is used for a variety of functions, including the measurement of visitors’ interest in and use of various portions or features of the Sites and Services. De-identified and aggregated information is not Personal Information, and we may use and disclose such information in several ways, including research, internal analysis, analytics, and any other legally permissible purpose.
K. Conferences and Trade Shows
We may attend or participate in conferences and trade shows where we collect Personal Information from individuals who interact with or express an interest in Circle and/or our Services. If you provide us with any information at one of these events, we will use it for the purposes for which it was collected.
L. Information We Collect Automatically
We do not now but may in the future collect certain information automatically when you use the Services. This information may include your Internet protocol (IP) address, user settings, IMEI, MAC address, cookie identifiers, mobile carrier, mobile advertising and other unique identifiers, details about your browser, operating system or device, location information, Internet service provider, information about the links you click, and other information about how you use the Services. Information we collect may be associated with accounts and other devices.
M. Information from Other Sources
We may obtain information about you from other sources, including through third-party services and organizations to supplement information provided by you. This supplemental information allows us to verify information that you have provided to us and to enhance our ability to provide you with the Services.
N. Other Uses of Information
In addition to the specific collection and uses listed above, we may use any of the Personal Information we collect for the following business purposes:
- to operate our Sites and provide our Services in accordance with our Terms of Use and/or any other agreement you may have with us;
- to manage your Personal Information and accounts;
- to respond to your questions or inquiries;
- to conduct promotional activities, including contests or surveys;
- to undertake internal research for technological development and demonstration;
- to improve, upgrade or enhance our Sites and Services;
- to send you informational or promotional communications;
- to facilitate social features of the Services, such as identifying and suggesting connections with other users of the Services and providing chat or messaging functionality;
- to detect bugs, security incidents (including to protect against malicious, deceptive, fraudulent, or illegal activity, and prosecute those responsible for that activity);
- to identify and repair errors that impair existing intended functionality;
- to undertake activities to verify or maintain the quality or safety of our Sites and Services;
- to carry out other purposes that are disclosed to you and/or to which you consent; and
- to pursue our legitimate interests where your rights and freedoms do not outweigh these interests.
2. Personal Information Sharing
While we do not exchange your Personal Information with others for monetary consideration, we may share your Personal Information with the following categories of third parties as part of our Services to you or to assist us in conducting our marketing and advertising, or for other business or commercial purposes listed above in this Privacy Policy.
A. Public Record Information
Please be aware that home sales and purchases may be a matter of public record, and your name and address, the price you paid, your property taxes, and other information may be available from public sites regardless of the brokerage(s), if any, who assist in the transaction. We post on our Sites some information that typically becomes part of the public record of a home sale or purchase.
B. Non-Public Record Information
We share information obtained from you, MLSs and other third-party sources that are not on the public record to facilitate your home purchase or sale transaction. We may work with third parties to provide the Services in connection with any home transaction process and usually must share your information with those third parties. Examples include MLSs and providers of software, data storage and retrieval, and analytics providers.
C. Negotiations
We may post price offers and counteroffers on our Sites. We do not post your name on our Sites without your permission, but if the sale is closed, the price and the fact that you bought or sold your house at that price may be a matter of public record.
D. Circle Corporate Family
We may share your information with members of the Circle family of entities for various purposes, including to: (i) provide the Services to you; (ii) help detect and prevent potentially illegal and fraudulent acts and other violations of our policies and agreements; (iii) help with marketing initiatives; and (iii) manage and improve Circle Sites, Services, and tools.
E. Service Providers
We may share your Personal Information with third-party service providers that assist us in providing the Services. We use reasonable efforts do so with the appropriate contractual protection in place to ensure that your Personal Information is protected and used only in accordance with this Privacy Policy.
F. Business Partners
We may provide Personal Information to business partners to provide you with a product or service you have requested. We may also provide Personal Information to business partners with whom we jointly offer products or services in accordance with applicable law.
G. Third-Party Cookies and Information Used to Target Ads to You
We do not now but may in the future share the information that we collect about you with others (including advertising networks and service providers) to tailor and serve you ads on our Services, as well as other websites and social media networks. This practice is commonly referred to as “interest-based advertising” or “online behavioral advertising.” These advertising networks may track your online activities over time by collecting information through automated means, including through the use of technologies (e.g., cookies, web-beacons and other methods). This allows Circle to target our advertising to you through demographic, behavioral and contextual means. As a result, you may see ads for Circle on other websites and social media.
H. APIs and SDKs
We may use third-party APIs and software development kits (“SDKs”) as part of the functionality of our Services. APIs and SDKs may allow third parties, including advertising partners, to collect your Personal Information to provide our Service-related content. SDKs allow us to perform analytics regarding the use of our mobile application, to integrate with social media, add features and functionality to our App, or to facilitate on-line advertising. For more information about our use of APIs and SDKs, please contact us as set forth below.
I. Information Disclosed in Connection with Business Transactions
If we are involved in a merger, acquisition, financing due diligence, reorganization, bankruptcy, receivership, purchase or sale of assets, or transition of service to another provider, then your Personal Information may be sold or transferred as part of such a transaction as permitted by law and/or contract.
J. Information Disclosed for Our Protection and the Protection of Others
We cooperate with government and law enforcement officials or private parties to enforce and comply with the law. We may disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate: (i) to respond to claims or legal processes (including subpoenas); (ii) to protect our property, rights, and safety and the property, rights and safety of a third party or the public in general; and (iii) to stop any activity that we consider illegal, unethical, or legally actionable.
K. Other Purposes
Circle may share your Personal Information for other purposes that are clearly disclosed to you at the time you provide Personal Information or with your consent.
3. Your Choices
A. General
You may have the right to opt in, object to or opt out of certain uses of your Personal Information. Where you have consented to the processing of your Personal Information, you may withdraw that consent at any time by contacting us as described below. Even if you opt out, we may still collect and use Personal Information regarding your activities on our Sites, Services and/or information from the advertisements on third party websites for other legal purposes as described above in accordance with applicable law.
B. Electronic Messages, Phone Calls, and other Communications
If you receive an unwanted email from Circle, you can access your Circle account and use the unsubscribe link found at the bottom of the email to opt out of receiving future emails. Note that you will continue to receive transaction-related emails regarding products or Services you have requested. We may also send you certain non-promotional communications regarding us and our Services, and you will not be able to opt out of those communications (e.g., communications regarding the Services or updates to our Terms of Use or this Privacy Policy).
C. Opting-Out of Technologies and Tracking
Circle Cookies: We may put Circle cookies on your device’s browser to help us keep track of when you were last on the Sites, and what you last searched on the Sites. You are free to disable cookies on your browser at any time; however, we recommend that you leave cookies activated to use some of the most useful Circle features.
Third-Party Cookies for Analytics: We may use third parties, such as comScore and Google, to help us analyze how people are using the Services, and those third parties are authorized to use various technologies to access Personal Information regarding visitors to our Sites.
Google Analytics: We use the Google Analytics service to provide us with demographic data about our users on a de-identified basis. This Google service uses a cookie that can be recognized by Google or its affiliate DoubleClick when you visit other websites. For more information about Google Analytics, please visit www.google.com/policies/privacy/partners/. You can opt out of Google Analytics’ collection and use of data generated by your use of the Services by going to http://tools.google.com/dlpage/gaoptout.
Opting Out of Circle’s Interest-Based Advertising: If you do not want Circle to collect, use and share information about you to deliver interest-based advertising, you can access your Circle account and opt-out. Just follow the provided instructions. Please note that most opt-out mechanisms are cookie-based and will only affect the specific computer and browser that is used to submit an opt-out request. If you have multiple computers or change computers, or use multiple browsers, you will need to submit opt-out requests for each such computer or browser. In addition, if you delete, block, or otherwise restrict cookies, you will need to renew the opt-out choices to ensure that any opt-out cookies remain effective.
Opting Out of Interest-Based Advertising Generally: The online advertising industry also provides websites from which you may opt out of receiving targeted ads from data partners and other advertising partners that participate in self-regulatory programs. You can access these, and learn more about targeted advertising and consumer choice and privacy, at www.networkadvertising.org/managing/opt_out.asp, http://www.youronlinechoices.eu/, and https://youradchoices.ca/choices/, and www.aboutads.info/choices/. To separately make choices for mobile apps on a mobile device, you can download DAA’s AppChoices application from your device’s app store. Please note you must separately opt out in each browser and on each device.
Browser Solutions for Disabling Cookies: If you wish to prevent cookies from tracking your activity on our website or visits across multiple websites, you can set your browser to block certain cookies or notify you when a cookie is set. The Help portion of the toolbar on most browsers will tell you how to prevent your device from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether. Visitors to our Sites who disable cookies will be able to browse the Sites, but some features may not function.
Opting Out of Mobile Device ID Tracking: We may use the information that we collect about you (whether directly from our Sites, from our Services, through your device(s), or from a third party) to help us and our third-party service providers identify other devices that you use (e.g., a mobile phone, tablet, other computer, etc.). We and our third-party service providers also may use the cross-device use and other information we learn about you to serve targeted advertising on your devices and to send you emails. Mobile device users may opt out of receiving some interest-based advertising in their mobile apps by following the instructions for Android and iOS. Please note that precise instructions may vary by device.
Do Not Track: Do Not Track (“DNT”) is a privacy preference that users can set in certain web browsers.
Flash Cookies: Circle does not currently use flash cookies (or “locally stored objects”), but we may in the future. If we do use flash cookies in the future, you will be provided with an opportunity to control what information that may collect. Please note that flash cookies do not reside in your browser, so your browser settings will not affect them.
D. Mobile Devices
We may send you push notifications through the Circle mobile application. You may at any time opt-out from receiving these types of communications by changing the settings on your mobile device. Circle may also collect location-based information if you use our mobile applications. You may opt-in or opt-out of this collection by changing the settings on your mobile device.
E. Delete your Account
You may delete your Circle account on your Account Settings page. We retain Personal Information for as long as we have a valid business purpose to or to meet our legal obligations. Circle may be required to keep a copy of your Personal Information in accordance with Section 5 below.
4. Individual Rights in Personal Information
In accordance with applicable law, you may have the right to: (i) request confirmation of whether we are processing your Personal Information; (ii) obtain access to or a copy of your Personal Information; (iii) receive an electronic copy of Personal Information that you have provided to us, or ask us to send that information to another company (the “right of data portability”); (iv) restrict our uses of your Personal Information; (v) seek correction or amendment of inaccurate, untrue, incomplete, or improperly processed Personal Information; and (vi) request erasure of Personal Information held about you by Circle, subject to certain exceptions prescribed by law. If you would like to exercise any of these rights, please contact us as set forth below.
We will process such requests in accordance with applicable laws. To protect your privacy, Circle may take steps to verify your identity before fulfilling your request. We collect and report annual metrics on how we respond to requests.
5. Personal Information Retention
Circle retains the information we receive as described in this Privacy Policy for as long as you use our Services or as necessary to fulfill the purpose(s) for which it was collected, provide our Services, resolve disputes, establish legal defenses, conduct audits, pursue legitimate business purposes, enforce our agreements, and comply with applicable laws.
6. Personal Information Storage and Security
Circle is headquartered in the United States. You agree that we may store and process the information we collect anywhere in the world, including but not limited to, the United States, the European Union, or other countries.
We take commercially reasonable steps to ensure that your information is stored and treated securely and in accordance with this Privacy Policy. Unfortunately, the Internet cannot be guaranteed to be 100% secure, and we cannot ensure or warrant the security of any information you provide to us. To the fullest extent permitted by applicable law, we do not accept liability for unintentional disclosure.
By using the Services or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Services. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Services, by mail or by sending an e-mail to you.
7. Other Important Information
A. California Privacy Policy Provisions
The follow provisions supplement the information contained in our Privacy Policy and applies solely to individuals who reside in the State of California (“consumer” or “you”) in our role as a business. We adopt this notice to comply with the California Consumer Privacy Act of 2018, as amended (“CCPA”), and any terms defined in the CCPA have the same meaning when used in this document.
Information We Collect
In providing our Services, we may collect information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household (“Personal Information”).
Personal Information does not include:
- publicly available information from government records;
- de-identified or aggregated consumer information
- information excluded from the CCPA’s scope, like:
- health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA) or clinical trial data; or
- Personal Information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver’s Privacy Protection Act of 1994.
We may use or disclose the Personal Information we collect for the business purposes described in this Privacy Policy. We will not collect additional categories of Personal Information or use the Personal Information we collected for materially different, unrelated, or incompatible purposes without providing you additional notice and the ability to opt-out of such information collection.
Disclosures of Personal Information for a Business Purpose
We may disclose your Personal Information to the third parties or others as described in this Privacy Policy for any of the business purposes described in this Privacy Policy. When we disclose Personal Information for a business purpose, we enter a contract that describes the purpose and requires the recipient to both keep that Personal Information confidential and not use it for any purpose except performing the contract.
In the preceding twelve (12) months, we have not disclosed any of the above categories of Personal Information as we have not yet made our Sites and Services commercially available to the public. When we commence commercial operation, we will update this Privacy Policy accordingly.
The CCPA defines “sales” broadly to include not only traditional selling of data for monetary consideration, but also data sharing arrangements where the recipient can use the Personal Information that they receive for the recipient’s own business purposes. While we do not “sell” your Personal Information for monetary consideration, we do share certain categories of Personal Information available to receive certain benefits or services, such as when we make browsing information available to third party ad companies (through third party tags on our Sites) in order to improve and measure our ad campaigns and reach users with more relevant ads and content. This sharing can constitute “sales” under the CCPA.
In the preceding twelve (12) months, we have not “sold” any of the above categories of Personal Information as we have not yet made our Sites and Services commercially available to the public. When we commence commercial operation, and any “sales” occur, we will update this Privacy Policy accordingly.
Your Rights and Choices
The CCPA provides consumers (California residents) with specific rights regarding their Personal Information. This section describes your CCPA rights and explains how to exercise those rights.
Right to Know
You have the right to request that we disclose certain information to you about our collection and use of your Personal Information over the past 12 months. Once we receive and confirm your request, we will disclose to you:
- the specific pieces of Personal Information we collected about you;
- the categories of Personal Information we collected about you;
- the categories of sources from which the Personal Information is collected about you;
- our business or commercial purpose for collecting or selling that Personal Information;
- the categories of third parties with whom we share that Personal Information; and
- if we sold or disclosed your Personal Information for a business purpose.
Right to Delete
You have the right to request that we delete any of your Personal Information that we collected from you and retained, subject to certain exceptions. Once we receive and confirm your request, we will delete (and direct our service providers to delete) your Personal Information from our records, unless an exception applies. We may not be able to honor your deletion request if retaining the information is necessary for us or our service provider(s) to:
- complete the transaction for which we collected the Personal Information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you;
- detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities;
- debug products to identify and repair errors that impair existing intended functionality;
- exercise free speech, ensure the rights of other consumers to exercise their free speech rights, or exercise another right provided for by law;
- comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et. seq.);
- engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the business’ deletion may likely render impossible or seriously impair the research’s achievement, if you previously provided informed consent;
- enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us;
- comply with a legal obligation; or
- make other internal and lawful uses of that information that are compatible with the context in which you provided it.
Exercising Your Right to Know and Right to Delete
To exercise the access and deletion rights described above, please submit your request to us in writing at the address listed below in this Privacy Policy. Only you, or an authorized agent registered with the California Secretary of State that you authorize to act on your behalf, may make a consumer request related to your Personal Information. You may also make a consumer request on behalf of your minor child (12 and under). If you have any questions about your access or deletion rights described above, you may also contact us regular U.S. mail at the contact information set forth below.
You may only make a Right to Know request twice within a 12-month period.
We cannot respond to your request to delete or provide you with Personal Information if we cannot verify your identity or your authority to make the request and confirm the Personal Information relates to you.
We will only use Personal Information provided in a verifiable consumer request to verify the requestor’s identity or authority to make the request.
Response Timing and Format
Where possible, we will respond to a verified consumer request within forty-five (45) days of its receipt; however, if we require more time, we will inform you of the reason and extension period.
Any disclosures we provide will only cover the 12-month period preceding the verified consumer request’s receipt. The response we provide will also explain the reasons we cannot comply with a request, if applicable. For data portability requests, we will select a format to provide your Personal Information that is readily useable and should allow you to transmit the information from one entity to another entity without hindrance.
We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.
Personal Information Sales Opt-Out and Opt-In Rights
If you are age 16 or older, you have the right to direct us to not sell your Personal Information at any time. We do not sell the Personal Information of consumers we actually know are less than 16 years old.
To exercise your right to opt-out of “sales” of your Personal Information, you can use a browser with the Global Privacy Control browser extension, or you can use the “Do Not Sell My Personal Information” link available at the bottom of our website homepage. Please also see the “Your Choices” section above for information on your choices with respect to opting out of Circle interest-based advertising and interest-based advertising generally.
Non-Discrimination
We will not discriminate against you for exercising any of your CCPA rights. Unless permitted by the CCPA, we will not:
- deny you goods or services;
- charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties;
- provide you a different level or quality of goods or services; or
- suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services.
However, we may offer you certain financial incentives permitted by the CCPA that can result in different prices, rates, or quality levels. Any CCPA-permitted financial incentive we offer, will reasonably relate to your Personal Information’s value to us and contain written terms that describe the program’s material aspects. Participation in a financial incentive program requires your prior opt-in consent, which you may revoke at any time.
California’s “Shine the Light” law (Civil Code Section § 1798.83) permits users of our Sites and Services who are California residents to request certain information regarding our disclosure of Personal Information to third parties for their direct marketing purposes. To make such a request, please contact us using the contact information provided below in this Privacy Policy.
B. Children
Our Sites and Services are not directed to children under 18 (or other age as defined by local law), and we do not knowingly collect Personal Information from children. If you learn that your child has provided us with Personal Information without your consent, you may contact us at the email address below with the subject line “COPPA Child Information Request.” If we learn that we have collected any Personal Information from a child in violation of applicable law, we will promptly take steps to delete such information.
C. Supervisory Authority
If you are located in the European Economic Area, you have the right to lodge a complaint with a supervisory authority if you believe our processing of your Personal Information violates applicable law.
D. Links to Third Party Sites/Applications
Our Sites and Services may contain links to other websites/applications and other websites/applications may reference or link to our Sites and Services. These other websites and applications are not controlled by us. We encourage our users to read the privacy policies of each website and application with which they interact. Circle does not endorse, screen, or approve, and are not responsible for the privacy practices or content of such other websites or applications. Visiting these other websites or applications is at your own risk.
E. Changes to this Privacy Policy
Circle may revise this Privacy Policy from time to time in our sole discretion. If there are any material changes to this Privacy Policy, we will notify you as required by applicable law, which may include updating our notice on our Sites. You understand that you will be deemed to have accepted the updated Privacy Policy if you continue to use the Services after the new Privacy Policy takes effect.
E. Contact Us
If you have any questions about our privacy practices or this Privacy Policy, please contact us at:
Attn: Legal Dept
Circle The People Inc.
1700 Aviara Parkway #130095
Carlsbad, CA 92011
Circle Terms of Use
Last updated August 2022
AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “your”, and “you’re”) and Circle The People Inc., doing business as Circle (“Circle“, “we”, “us”, or “our”), concerning your access to and use of the http://www.circlethepeople.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You acknowledge and agree that Circle and the Services may assist you in performing various tasks involved in a real estate transaction. However, unless explicitly specified by the terms of use for a particular Service (each a “Product’s Terms”), the Services are not intended to provide you with any financial, real estate, or related advice of any kind. You understand and agree that the Services may include advertisements. To help make the advertisements relevant and useful to you, Circle may provide advertisements based on the information we collect through the Services. See the Circle Privacy Policy for more details. You agree that by accessing the Site and using the Services, you have read, understood, and agreed to be bound by all these Terms of Use. IF YOU DO NOT AGREE WITH ALL THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE OR THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
You must be at least 18 years of age to use the Services. By agreeing to these Terms of Use, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations. To access some features of the Services, you may be required to register for an account and/or agree to a Product’s Terms, to the extent applicable to that service, which may be incorporated herein or available on a separate site. When you register for an account, you will be asked to provide us with some information about yourself, such as email address, phone number, or other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account. You may not share your user account(s) with others. Unless you have entered into a commercial agreement with us permitting you to use the Services for transactions on behalf of another person, you may only use the Services for transactions on your own behalf.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not under the age of 13; (3) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site; (4) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (5) you will not use the Site for any illegal or unauthorized purpose; and (6) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
You acknowledge that Circle is not a real estate agent or broker, mortgage broker or mortgage lender, and Circle does not aid or assist users in obtaining loans, solicit borrowers or lenders for users, negotiate or make loans to users secured by liens on real property.
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without our written permission.
2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
5. Use any information obtained from the Site to harass, abuse, or harm another person.
6. Make improper use of our support services or submit false reports of abuse or misconduct.
7. Use the Site to advertise or offer to sell goods and services.
8. Engage in unauthorized framing of or linking to the Site.
9. Upload or transmit (or attempt to upload or to transmit) viruses, worms, Trojan horses, or other software agents, including spamming (continuous posting of repetitive text), that interferes with any other user’s uninterrupted use and enjoyment of the Site or Services, or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
10. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
11. Delete or modify any intellectual property, copyright, trademark, or other proprietary rights notice from the Site or any Services.
12. Attempt to impersonate another user or person or use the username of another user.
13. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
14. Interfere with, disrupt, or create an undue burden on the Site or the networks, hosting services, or data management services used by, or connected to, the Site or Services.
15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site or Services to you.
16. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
17. Copy or adapt the software comprising the Site or Services, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
18. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site or Services.
19. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot or “bot”, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
20. Use an electronic buying agent or purchasing agent to make purchases on the Site.
21. Make any unauthorized use of the Site or Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
22. Use the Site or Services as part of any effort to compete with us or otherwise use the Site and/or the Services for any revenue-generating endeavor or commercial enterprise.
USER GENERATED CONTRIBUTIONS
The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, reviews, suggestions, or personal information or other material (collectively, “Contributions“). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
- You have the written consent, release, and/or permission of every identifiable individual person in your Contributions to use the name or likeness of every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
- Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.
CONTRIBUTION LICENSE
You agree that we may access, store, process, and use any transaction information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).
By submitting reviews, comments, suggestions or other feedback regarding the Site or the Services, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site, and you expressly agree to fully and completely indemnify and exonerate us from all responsibility and to refrain from any legal action against us regarding your Contributions.
GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our users, affiliates, or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
SUBSCRIPTIONS
The Services provide for automatically recurring monthly payments (the “Subscription Fee”). If you decide to activate the Services, you authorize us to periodically charge your provided and accepted credit card, on a recurring, going-forward basis, and until cancellation, the Subscription Fee including, any accrued sums on or before the payment due date for the Subscription Fee. The Subscription Fee will continue unless and until you cancel your subscription, or we terminate it. You must cancel your subscription before it renews to avoid billing of the next periodic Subscription Fee to your account. We will bill the monthly Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). We may change the amount of the Subscription Fee for any subsequent subscription period but will provide you advance notice of any increase before it applies. Unless otherwise stated in these Terms of Use, you may cancel your subscription through the settings page in your account, or by contacting us at info@circlethepeople.com.
As part of the Services, you may be connected with a real estate professional. You authorize us to make such referral or lead sale and acknowledge that we may be paid valuable consideration for facilitating such connection. As part of the Services, you may be connected to a party that provides mortgage loan origination services, title and escrow services, or other settlement services. If any of these parties have an affiliated relationship with Circle or any of its affiliated companies, then one or more of such companies may receive a financial or other benefit from the referral between such affiliates.
MOBILE APPLICATION LICENSE
Use License
If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile App on such devices strictly in accordance with the terms and conditions contained in these Terms of Use. To use any mobile application feature of the Services (each, an “App”), you must have a compatible mobile device. We do not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider for using an App. You agree that you are solely responsible for any applicable charges. We may update any App and may automatically electronically update the version of any App that you have installed on a mobile device. You consent to all automatic upgrades, and understand that these Terms of Use will apply to all updated versions of an App. Any third-party open-source software included in an App is subject to the applicable open-source license and may be available directly from the creator under an open-source license. These Terms of Use do not apply to your use of software obtained from a third-party source under an open-source license.
In respect of any mobile App provided in connection with the Services, you shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.
Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.
Notice to Apple Users
If you are using our mobile App on an iOS device, the terms of this Section apply. You acknowledge that these Terms of Use are between you and Circle only, not with Apple, and Apple is not responsible for the Services. Apple has no obligation to furnish any maintenance or support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claim by you or any third-party relating to the Services or your possession or use of the Services, including: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party claim that the Services or your possession and use of the mobile App infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third party beneficiaries of this provision only of these Terms of Use, and upon your acceptance of these Terms or Use, Apple will have the right (and will be deemed to have accepted the right) to enforce this provision within these Terms of Use against you. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740 Supplement 1, Country Group E of the U.S. Code of Federal Regulations; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Consent to Communications
By using the Services, you consent to receiving certain electronic communications from us as described herein and as may be further described in our Privacy Policy. Please read the Privacy Policy to learn more. You agree that any notices, agreements, disclosures, surveys, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. You will be solely responsible for any data transmission fees and charges imposed by your Internet or mobile communications provider in respect of these communications.
SOCIAL MEDIA
As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site.
DEACTIVATION
Except as stated in these Terms of Use, you may deactivate your account at any time by selecting “deactivate account” in your account settings. You can delete your account and all your account data by submitting a request to “delete your data” at https://information@circlethepeople.com/. If you deactivate or delete your account, you remain obligated to pay all outstanding Subscription Fees and other applicable charges, if any, incurred prior to termination relating to your use of the Services. If you violate any provision of these Terms of Use, your permission from Circle to use the Services will terminate automatically. In addition, we may, in our sole discretion, deactivate, suspend, or terminate your access to your account and the Services at any time for any reason, with or without notice. We may alter, suspend, or discontinue the Services or any portion of the Services without notice. We will not be liable whatsoever for any change to the Services or any suspension or termination of your access to, or use of the Services. We reserve the right to change these Terms of Use at any time in our sole discretion on a going-forward basis. We will make commercially reasonable efforts to notify you of any material changes to these Terms of Use. Your continued use of the Services after any changes or updates are effective will represent your agreement to the revised version of the Terms of Use. You further waive any right you may have to receive specific notice of such changes to these Terms of Use. You are responsible for regularly reviewing these Terms of Use and our Privacy Policy.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions“) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
ADVERTISERS
We may allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers. Each advertiser is solely responsible for the form and content of its advertisements on the Site and each advertiser expressly agrees to fully and completely indemnify and exonerate us from any and all responsibility for any claim, action, proceeding, or lawsuit arising from or relating to such advertiser’s advertisement and to refrain from any instituting legal action against us regarding such advertisement.
SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use and our Privacy Policy; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the provision of our Services.
Additional Terms for Third Party Services
Certain aspects of the Services include third-party tools that are subject to additional third-party terms, including, but not limited to, the following:
(i) Windows Live Virtual Earth. Windows Live Virtual Earth imagery is supplied by Microsoft Corporation, and use is subject to the Microsoft MapPoint Terms of Use available at http://www.microsoft.com/maps/assets/docs/terms.aspx.
(ii) Google Maps. The Services may implement the Google Maps web mapping service. Your use of Google Maps is subject to Google’s terms of use, available at http://www.google.com/intl/en_us/help/terms_maps.html, and Google’s Privacy Policy, available at https://www.google.com/intl/ALL/policies/privacy/index.html.
(iii) Realtor.com. The Services allow you to use one or more multiple listing services (“MLS”) incorporated into the Realtor.com website. Realtor and the MLS permit users to view various real estate properties for sale or rent and obtain various information concerning the properties. Your use of Realtor.com and the MLS incorporated therein is subject to the Realtor.com Terms of Use and Privacy Policy, available at https://realtor.com/terms-of-service and https://realtor.com/privacy-policy/.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy athttp://circlethepeople.com/privacy. By using the Site, you agree to be bound by our Privacy Policy, which, by this reference, is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.
TERM AND TERMINATION OF THESE TERMS OF USE
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
GOVERNING LAW
These Terms of Use and your use of the Site and Services are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.
DISPUTE RESOLUTION
Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in San Diego County, State of California, and the Parties hereby consent thereto, and waive all defenses of lack of personal jurisdiction and inconvenient forum (or forum non convenes) with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are expressly excluded from these Terms of Use. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose.
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without any liability, and without any prior notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE AND SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY EVENT GIVING RISE TO THE CAUSE OF ACTION OR $5,000.00 USD. CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, and costs of investigation, made by any third party due to or arising out of: (1) use of the Site or Services; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site or Services with whom you connected via the Site or Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
DMCA; Claims of Copyright Infringement
All materials on the Site (as well as the organization and layout of the Site) are owned and copyrighted or licensed by Circle, its corporate affiliates, or its third-party vendors. © by Circle The People Inc., all rights reserved. No reproduction, distribution, or transmission of the copyrighted materials on the Move Network is permitted without the written permission of Circle. Any rights not expressly granted herein are reserved.
We respect the intellectual property rights of others and ask that everyone using the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify our copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:
(i) Identification of the copyrighted work that you claim has been infringed;
(ii) Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Site or within the Services so that the copyright agent can locate it;
(iii) Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and
(iv) A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.
Notices of copyright infringement claims should be sent as follows:
By Certified U.S. Mail:
Circle The People Inc.
1700 Aviara Parkway #130095
Carlsbad, CA 92011
Attention: Copyright Agent
By Email:
Information@circlethepeople.com
If you give notice of copyright infringement by e-mail, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by certified or registered U.S. mail or as an attachment to your e-mail before we are required to take any action.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site or Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email or text message (any format) and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or Services or to receive further information regarding use of the Site or Services.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site or Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Circle The People Inc.
1700 Aviara Parkway
130095
Carlsbad, CA 902011
United States
info@circlethepeople.com
Circle End User License Agreement
END-USER LICENSE AGREEMENT
This End-User License Agreement (this “Agreement”) creates a legally binding agreement between you, as an end user of our Site and Services (“End User”), and Circle The People Inc., a California corporation (the “Company”). The End User will be referred to herein as “you,” “your,” and “yours.” The Company will be referred to herein as “we,” “us,” “our,” and “ours.” Collectively, you and the Company may be referred to as the “Parties” and individually as “Party.” Capitalized terms used but not defined herein shall have the definitions assigned in our Terms of Use.
This Agreement governs your use of all our Services and software products (hereinafter, “Software”), specifically, our Circle App. By accessing, downloading, installing, or otherwise using our Services and Software in any way, you agree to be bound by this Agreement in its entirety. If you do not agree, you must cease use of our Services and Software immediately.
SOFTWARE LICENSE: When you create an account with Circle and subscribe for our services, you may then lawfully access the Software. At that point, we grant you, subject to all the terms and conditions of this Agreement, a non-exclusive, non-transferable, limited, revocable personal license to use the Software (“License”). This License extends to the use of documentation, data, or information developed by the Company, and other materials which may assist in your use of the Software. This License may not be used for any business or commercial purposes other than the Services. This License may not be transferred to any third parties without the prior express written permission of the Company.
This License automatically and immediately terminates when you terminate your account with us, you are no longer paying the monthly subscription fee for our Services, or upon your cessation of use of the Software.
This License shall be applicable to all End Users of the Software and our Services unless a separate written agreement has been executed between you and the Company.
LICENSE FEE: The License is provided for so long as your account with us is current and in good standing, you have complied with all the provisions of our Terms of Use, and your monthly subscription fee for our Services is paid in full. If there is any delay in payment of the subscription fee, the Company reserves the right to suspend your use of the Services and/or Software until your account is current and the subscription fee is paid in full.
ADDITIONAL TERMS: Additional terms are applicable to the Parties’ relationship as our Terms of Use and our Privacy Policy also apply to each End User. The provisions of those documents are incorporated herein by this reference. There may, in future, be additional documents containing additional terms and conditions surrounding the use of our Services and Software that will also apply to your relationship with us. Nothing contained herein is intended to restrict the terms of the above referenced documents or any other written agreement. Instead, all relevant documents shall be construed as broadly as possible.
Our Terms of Use can be found at the following link: www.circlethepeople.com/circle-primary-services-agreement. Our Privacy Policy can be found at the following link: www.circlethepeople.com/privacy.
INTELLECTUAL PROPERTY: You agree that our Services, Software, and our Site are the sole and exclusive property of the Company, including all copyrights, trademarks, trade secrets, patents, mask rights, and other intellectual property (collectively, “Company IP”). You agree that the Company owns all right, title, and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks, or Uniform Resource Locators (URLs), without the prior express written permission of the Company.
ACCEPTABLE USE: You agree not to use our Services or Software for any unlawful purpose, or any purpose prohibited under by the Terms of Use or this Agreement. You agree not to use or Services or Software in any way that could economic or reputational damage the Company, its Sites, Services, or general business of the Company.
You further agree not to use our Services or Software:
- to harass, abuse, stalk, or threaten others or otherwise violate any person’s legal rights including, but not limited to, a person’s right to privacy or publicity;
ii) to use any material or information, including images or photographs, which are made available through our Site or Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of the Company or any third party;
iii) to upload or otherwise disseminate any computer viruses or other software such as Trojan horses, worms, time bombs, cancelbots, corrupted files, that may damage the computers or property of the Company or any other person;
iv) to restrict or inhibit any other user from using and enjoying our Site or Services, or to perpetrate any fraud, or to violate any applicable law, rule or regulation;
v) to harvest or otherwise collect information about others, including e-mail addresses, or to engage in or create any surveys, contests, duplicative or unsolicited emails, gambling, sweepstakes, chain letters, spam, junk email, pyramid, or ponzi scheme;
vi) to publish, post, upload, or distribute any obscene, indecent, or defamatory information, material, or topic;
vii) to publish or distribute any material that incites violence, hate, or discrimination towards any person or group; or
viii) to unlawfully gather information about others.
REVERSE ENGINEERING & SECURITY: You agree not to undertake any of the following actions:
a) reverse engineer, or attempt to reverse engineer or disassemble our Site, Services or Software, or any code within or related to our Site, Services or Software or the Company website;
b) violate the security of our Site, Services or Software through any unauthorized access, circumvention of encryption or other security tools, data mining, interference with any host, user, or network; or
c) copy or otherwise distribute copies of our Site, Services or Software unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tool.
MAINTENANCE: The Company will undertake to conduct periodic and continual maintenance on its Site, Services, and Software. This may include the addition or deletion of certain functions and features, “debugging” activities to cause our Site, Services, or Software to perform my efficiently and without error, or a wholescale replacement of our Site, Services, or Software with a new and improved version of the same. Such maintenance may cause periodic interruptions to the use and accessibility of our Site, Services, and Software. The Company will keep any such interruptions to a minimum and for as short a period of time as possible; however, you understand and agree that the Company may perform these functions and that your access to, and use of, our Site, Services, and Software may be briefly interrupted from time-to-time.
INDEMNIFICATION: You agree to indemnify, defend, and hold the Company and all of its subsidiaries and affiliates (if applicable), harmless from and against any and all damages, assessments, fines, fees and costs, including reasonable attorney’s fees, incurred or imposed on us in connection with any legal claims, demands, actions, proceedings or lawsuits (including all costs of investigation) which may arise from, or relate to, your use or misuse of our Site, Services, or Software, your breach of this Agreement, our Terms of Use or Privacy Policy, or your conduct or actions and the conduct and actions of others under your supervision or control. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes, at your sole cost and expense.
SPAM POLICY: You are strictly prohibited from using our Site, Services, or Software for any illegal spam activities, including gathering email addresses and personal information from others, or sending any mass communications via email, text, or other form of electronic communication, whether for commercial purposes or otherwise.
SERVICE INTERRUPTIONS: The Company may need to interrupt access to our Site, Services, and/or Software to perform routine maintenance or emergency services on an unscheduled basis. The Company will publish in advance on its Site the dates and estimated time frame for all routine and scheduled maintenance activities. You agree that your access to, and use of, our Site, Services, or Software may be affected by such unanticipated or unscheduled downtime, for any reason, and that the Company shall have no liability for any direct or indirect actual, consequential, or incidental loss, cost, or damage, whether reasonably foreseeable, caused to, or incurred by, you because of such scheduled or unscheduled downtime.
NO WARRANTIES: You agree that your use of our Site, Services, or Software is at your sole and exclusive risk, and that our Site, Services, and Software are all provided on “As Is” basis. The Company hereby expressly disclaims any and all express, implied or statutory warranties of any kind, including, but not limited to, warranties relating to title, non-infringement, fitness for a particular purpose, and merchantability. The Company makes no warranties that our Site, Services, or Software will meet your needs or that access to our Site, Services, or Software will be uninterrupted and/or error-free. The Company also makes no warranties as to the reliability or accuracy of any information contained within our Site, Services, or Software. You agree that any loss, cost, or damage that may be incurred or imposed upon you, through your computer system, or as a result of loss of your data from your use of our Site, Services, or Software is your sole responsibility, and that the Company is not liable for any such loss, cost, or damage.
LIMITATION ON LIABILITY: The Company is not liable for any loss, cost, or damage that you may incur or have imposed upon you because of your use of our Site, Services, or Software. The foregoing clause is to be interpreted liberally and applied to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) U.S. Dollars or the amount you actually paid to the Company for its Services over the six (6) month period immediately preceding the date of any loss, cost, or damage incurred by or imposed upon you. This section applies to any and all claims by you, whether statutory, at law, or in equity, including, but not limited to, claims for lost profits or revenues, any actual, incidental, consequential, or punitive damages, negligence, strict liability, fraud, personal injury or property damage, or any tort of any kind.
DISPUTE RESOLUTION & GOVERNING LAW: All disputes, claims, action, proceedings, and lawsuits, if any, must be brought and resolved as provided in our Terms of Use.
ASSIGNMENT: This Agreement, and the rights granted hereunder, shall not be assigned, sold, leased, conveyed, hypothecated, or otherwise transferred in whole or in part, by you. Such prohibition, however, does not apply to the Company and the Company may assign, sell, lease, mortgage, encumber, convey, hypothecate, or otherwise transfer, or dispose of any or all its right, title, and interest in or to this Agreement, and the rights granted hereunder, without prior notice to you and without your prior approval or consent. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased, conveyed, hypothecated, or otherwise transferred by the Company, the rights, duties, obligations, and liabilities of the Company will bind and inure to any assignee, successor, transferee, or administrator.
HEADINGS FOR CONVENIENCE ONLY / CONFLICTING PROVISIONS: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement. Any contradiction between this Agreement and our Terms of Use will be resolved by applying our Terms of Use to the issue or situation.
NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties because of this Agreement. No Party has any authority to bind the other to third parties. There are no third-party beneficiaries to this Agreement, and no third party my enforce any provision of this Agreement, except as specifically set forth herein.
FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, civil disobedience, criminal acts, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail, text, or fax. For any questions or concerns, please email us at the following address: info@circlethepeople.com.
Circle's Security Policy Statement
Circle Security Policy Statement
Last Updated: July 12, 2022
This Circle Security Policy Statement (this “Policy”) is incorporated into and made a part of the CPSA between Circle the People Inc. and its Affiliates and Customer and its Affiliates and Users covering Customer’s use of the Services.
1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Circle Primary Services Agreement (the “CPSA”).
2. Purpose. This Policy describes Circle’s security program and technical and organizational security controls to protect (a) Customer Data from unauthorized use, access, disclosure, or theft and (b) the Services. As security threats change, Circle will continue to update its security program and strategy to help protect Customer Data and the Services. As such, Circle reserves the right to update this Policy from time-to-time; provided, however, any update will not materially reduce the overall protections set forth in this Policy. Updates and the current terms of this Policy are available at https://www.circlethepoeple.com/company. This Policy does not apply to any (a) Services that are identified as alpha, beta, not generally available, limited release, developer preview, or any similar Services offered by Circle, or (b) communications services provided by telecommunications and internet services providers.
3. Security Organization and Program. Circle maintains a risk-based assessment security program. The framework for Circle’s security program includes administrative, organizational, technical, and physical safeguards reasonably designed to protect the Services and confidentiality, integrity, and availability of Customer Data. Circle’s security program is intended to be appropriate to the nature of the Services and the size and complexity of Circle’s business operations. Circle will have dedicated information security personnel that manage Circle’s security program. We will also facilitate and support independent audits and assessments of our systems and processes conducted by third parties. Security is managed at the highest levels of the company, with Circle’s CEO acting as the company’s Chief Information Security Officer (CISO) meeting with other management regularly to discuss issues and coordinate company-wide security initiatives. Information security policies and standards are reviewed and approved by management at least annually and are made available to all Circle employees for their reference.
4. Confidentiality. Circle has controls in place to maintain the confidentiality of Customer Data in accordance with the CPSA and Documentation. All Circle employees and contract personnel are bound by Circle’s internal policies regarding maintaining the confidentiality of Customer Data and are contractually obligated to comply with these obligations.
5. People Security.
5.1. Employee Background Checks. Circle performs background checks on all new employees at the time of hire in accordance with applicable local laws. Circle currently verifies a new employee’s education and previous employment and may perform reference checks. Where permitted by applicable law, Circle may also conduct criminal, credit, immigration, and security checks depending on the nature and scope of a new employee’s role.
5.2. Employee Training. At least once (1) per year, Circle employees must complete a security and privacy training which covers Circle’s security policies, security best practices, and privacy principles. Employees on a leave of absence may have additional time to complete this annual training. Circle’s security personnel also performs phishing awareness campaigns and communicates emerging threats to employees. Circle will establish an anonymous hotline for employees to report any unethical behavior where anonymous reporting is legally permitted.
6. Third Party Vendor Management
6.1. Vendor Assessment. Circle may use third party vendors to provide all or any portion of the Services. Circle carries out a security risk-based assessment of prospective vendors before working with them to validate they meet Circle’s security requirements. Circle periodically reviews each vendor considering Circle’s security and business continuity standards, including the type of access and classification of data being accessed (if any), controls necessary to protect data, and legal or regulatory requirements. Circle ensures that Customer Data is returned and/or deleted at the end of a vendor relationship. For the avoidance of doubt, telecommunication and internet service providers are not considered subcontractors or third-party vendors of Circle.
6.2 Vendor Agreements. Circle enters into written agreements with all vendors which include confidentiality, privacy, and security obligations that provide an appropriate level of protection for Customer Data that these vendors may process.
7. Hosting Architecture and Data Segregation.
7.1. Amazon Web Services Platform. The Services are hosted on Amazon Web Services (“AWS”) in the United States of America and protected by the security and environmental controls of Amazon. The production environment within AWS where the Services and Customer Data are hosted are logically isolated in a Virtual Private Cloud (VPC). Customer Data stored within AWS is always encrypted. AWS does not have access to unencrypted Customer Data. Information about AWS security is available at https://aws.amazon.com/security/.
7.2. Services. For the Services, all network access is restricted, using access control lists to allow only authorized services to interact in the production network. Access control lists are reviewed regularly. Circle separates Customer Data using logical identifiers. Customer Data is tagged with a unique Customer identifier that is assigned to segregate Customer Data ownership. The Circle APIs are designed and built to identify and allow authorized access only to and from Customer Data identified with customer specific tags. These controls prevent other Customers from having access to unrelated Customer Data.
8. Physical Security. AWS data centers are strictly controlled both at the perimeter and at building ingress points by professional security staff utilizing video surveillance, intrusion detection systems, and other electronic means. We understand that authorized staff must pass two-factor authentication (2FA) minimum of two times to access data center floors. All visitors and contractors are required to present identification and are signed in and continually escorted by authorized staff. These facilities are designed to withstand adverse weather and other reasonably predictable natural conditions. Each data center has redundant electrical power systems that are available twenty-four hours a day, seven days a week (24/7). Uninterruptible power supplies and on-site generators are available to provide back-up power in the event of an electrical failure. In addition, Circle headquarters and office spaces have a physical security program that manages visitors, building entrances, and overall office security. All employees, contractors, and visitors are required to wear identification badges.
9. Security by Design. Circle follows security by design principles when it designs the Services. Circle also performs numerous security-related activities for the Services across different phases of the product creation lifecycle from requirements gathering and product design all the way through product deployment. These activities may include, but are not limited to, the performance of (a) internal security reviews before deploying new Services or code; (b) penetration tests of new Services by independent third parties; and (c) threat models for new Services to detect potential security threats and vulnerabilities.
10. Access Controls.
10.1 Provisioning Access. To minimize the risk of data exposure, Circle follows the principles of least privilege when provisioning system access. Circle personnel are authorized to access Customer Data based on their job function, role, and responsibilities, and such access requires approval. Access rights to production environments that are not time-based are reviewed at least semi-annually. An employee’s access to Customer Data is promptly removed upon termination of their employment. To access the production environment, an authorized user must have a unique username and password and multi-factor authentication enabled. Before an engineer is granted access to the production environment, access must be approved by management and the engineer is required to complete internal training for such access including training on the relevant team’s systems. Circle leverages automation to identify any deviation from internal technical standards that could indicate anomalous or unauthorized activity to raise an alert within minutes of a configuration change.
10.2. Password Controls. Circle’s current policy for employee password management is to utilize longer passwords, with multi-factor authentication, which may include special characters and frequent changes. When a customer logs into his, her, or its account, Circle hashes the credentials of the user before it is stored. A Customer may also require its Users to add another layer of security to their account by using two-factor authentication (2FA).
11. Change Management. Circle has a change management process it follows to administer changes to the production environment for the Services, including any changes to its underlying software, applications, and systems. Each change is carefully reviewed and evaluated in a test environment before being deployed into the production environment for the Services. All changes, including the evaluation of the changes in a test environment, are documented using an auditable system of record. A rigorous assessment is carried out for all high-risk changes to evaluate their impact on the overall security of the Services. Deployment approval for high-risk changes is required from the CEO. Plans and procedures are also implemented in the event a deployed change needs to be rolled back to preserve the security of the Services.
12. Encryption. For the Services, the databases that store Customer Data are encrypted using the Advanced Encryption Standard.
13. Vulnerability Management. Circle maintains controls and policies to mitigate the risk of security vulnerabilities in a measurable time frame that balances risk and the business/operational requirements. Circle uses a third-party tool and service providers to conduct vulnerability scans regularly to assess vulnerabilities in Circle’s cloud infrastructure and corporate systems. Critical software patches are evaluated, tested, and applied proactively. For high-risk patches, Circle will itself, or use third parties, to deploy directly to existing nodes through appropriate orchestration tools.
14. Penetration Testing. Circle will engage independent third-party entities to conduct application-level penetration tests. Security threats and vulnerabilities that are detected are prioritized, triaged, and remediated promptly.
15. Security Incident Management. Circle is developing security incident management policies and procedures. Circle will create or contract with a Security Incident Response Team (“SIRT”) charged with assessing all relevant security threats and vulnerabilities, and who will then establish appropriate remediation and mitigation actions. Circle will retain security logs for one hundred and eighty (180) days. Access to these security logs is limited to SIRT. Circle utilizes third-party tools to detect, mitigate, and prevent distributed denial of service attacks.
16. Discovery, Investigation, and Notification of a Security Incident. Circle will promptly investigate a security incident upon discovery. To the extent permitted by applicable law, Circle will notify Customer of a security incident in accordance with this Policy and/or any addendum to this Policy. If appropriate and permitted under applicable law, security incident notifications will be provided to Customer via email to the email address designated by Customer in its account.
17. Resilience and Service Continuity.
17.1. Resilience. The AWS hosting infrastructure for the Circle Services (a) spans multiple fault-independent availability zones in geographic regions physically separated from one another, and (b) is able to detect and route around issues experienced by hosts or even whole data centers in real time and employ orchestration tooling that has the ability to regenerate hosts, building them from the latest backup.
17.2. Service Continuity. Circle will also leverage specialized tools available within the hosting infrastructure for the Services to monitor server performance, data, and traffic load capacity within each availability zone and colocation data center. If suboptimal server performance or overloaded capacity is detected on a server within an availability zone or colocation data center, these specialized tools can increase the capacity or shift traffic to relieve any suboptimal server performance or capacity overload. Circle will be immediately notified in either such event.
18. Customer Data Backups. Circle performs regular backups of Customer Data, which is hosted on AWS’s data center infrastructure. Customer Data that is backed up is retained redundantly across multiple availability zones and encrypted in transit and at rest using the Advanced Encryption Standard.
Circle's Acceptable Use Policy
Circle’s Acceptable Use Policy
1. Scope – This Acceptable Use Policy (this “Policy”) applies to Customers’ use of all Services offered by Circle The People Inc., or its Affiliates (“Circle”). Capitalized terms used below but not defined in this Policy have the meaning set forth in the Circle Primary Services Agreement (“CPSA”).
2. Last Updated – March 23, 2023.
3. Changes to This Policy – Circle may make changes to this Policy by posting an updated version of this Policy at www.circlethepeople.com and such updates will be effective upon posting.
4. Violations – A Customer’s violation of this Policy will be considered a material breach of the CPSA and/or other Documentation governing the Customer’s use of the services.
5. Prohibited Material – Customers may not, and may not allow any third party, including its Users, to use services to display, store, process, or transmit, or permit use of services to display, store, process, or transmit:
a. Material that infringes or misappropriates a third party’s intellectual property or proprietary rights;
b. Hate-related or violent material, and/or material advocating discrimination against individuals or groups, as determined by Circle in its sole discretion;
c. Obscene, excessively profane material, or otherwise objectionable material as determined by Circle in its sole discretion;
d. Material advocating or advancing criminal hacking, cracking, or phishing;
e. Material related to illegal drugs or paraphernalia;
f. Unlawful software;
g. Malicious code, such as viruses, worms, time bombs, Trojan horses, and other harmful or malicious files, scripts, agents, or programs; or
h. Material that violates, encourages, or furthers conduct that would violate any applicable laws, including any criminal laws, or any third-party rights, including publicity or privacy rights.
6. Prohibited Actions – Customers may not use a Service to, nor allow its users or any third party to use a Service to:
1. Generate or facilitate unsolicited commercial email (spam). Such prohibited activity includes, but is not limited to:
a. Sending communications or email in violation of the CAN-SPAM Act or any other applicable anti-spam law or regulation;
b. Imitating or impersonating Circle or any of its Affiliates, another person or his, her, or its email address, or creating false accounts for the purpose of sending spam;
c. Mining data or harvesting any web property to find email addresses or other user account information;
d. Sending unauthorized mail via open, third-party servers;
e. Sending email to users who have requested to be removed from a mailing list;
f. Selling to, exchanging with, sharing with, or distributing to a third-party personal information, including the email addresses of any person without such person’s knowing and continued consent to such disclosure; or
g. Sending unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom you have no preexisting relationship;
2. Send, upload, distribute, or disseminate, or offer to do the same, with respect to unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, excessively profane, hateful, violent, or otherwise objectionable material, or promote, support, or facilitate unlawful, hateful, discriminatory, or violent causes, as determined by Circle in its sole discretion;
3. Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
4. Conduct or forward multi-level marketing, such as pyramid schemes and the like;
5. Generate or facilitate SMS, MMS, or other text messages or push notifications in violation of the Telephone Consumer Protection Act, the Do-Not-Call Implementation Act, or any other applicable law including anti-spam, telemarketing, or telephone consumer protection laws or regulations;
6. Use the services in any manner that violates any applicable industry standards, third-party policies, or requirements that Circle and its Affiliates may communicate to its users, including all of the applicable guidelines published by the CTIA, the Mobile Marketing Association, the Self-Regulatory Principles as directed by the Digital Advertising Alliance and the Network Advertising Initiative, or any other generally accepted industry associations, carrier guidelines, or other industry standards;
7. Transmit material that may be harmful to minors;
8. Illegally transmit another’s intellectual property or other proprietary information without such owner’s or licensor’s permission;
9. Impersonate another person, entity, or Circle or any of its Affiliates (via the use of an email address or otherwise) or otherwise misrepresent themselves or the source of any communication;
10. Violate the rights (such as rights of privacy or publicity) of others;
11. Promote, facilitate, or encourage illegal activity;
12. Intentionally or unintentionally interfere with the availability of the Service for other users, including, but not limited to, engaging in usage practices prohibited by the Documentation;
13. Mislead people about voting processes or census processes;
14. Engage in activity in connection with illegal peer-to-peer file sharing;
15. Engage in or promote gambling, or run a gambling operation;
16. “Mine” bitcoins and other cryptocurrencies;
17. Sell, distribute, or export illegal or prescription drugs or other controlled substances or paraphernalia;
18. Operate an “open proxy” or any other form of Internet proxy service that is capable of forwarding requests to any end user or third-party-supplied Internet host;
19. Perform significant load or security testing without first obtaining Circle’s prior written consent;
20. Remove any copyright, trademark, or other proprietary rights notices contained in or on the Service, or reformat or frame any portion of the web pages that are part of the Service’s administration display;
21. Access a third-party web property for the purposes of web scraping, web crawling, web monitoring, or other similar activity through a web client that does not take commercially reasonable efforts to identify itself via a unique “user agent string” describing the purpose of the web client and obey the robots exclusion standard (also known as the robots.txt standard), including the crawl-delay directive;
22. Use a Service in any manner that would disparage Circle or any of its Affiliates;
23. Use any “bot”, or software with similar features and functionality, to communicate with any third party without clearly communicating that the individual is speaking with a bot;
24. Use any product that incorporates artificial intelligence for the purposes of predicting an individual’s racial or ethnic origin, and past, current, or future political opinions, religious or philosophical beliefs, trade union membership, age, gender, sexual orientation, disability, health status, medical condition, financial status, criminal convictions, or likelihood to engage in criminal acts. The previous sentence does not limit or prohibit use cases or tools designed specifically to identify security breaches, unauthorized access, fraud, and other security vulnerabilities. Additionally, Customer may not submit images of individuals for the purposes of creating or analyzing biometric identifiers, such as face prints, fingerprints, or scans of eyes, hands, or facial geometry;
25. Use any product that incorporates artificial intelligence as part of a decision-making process with legal or similarly significant effects, unless Customer ensures that the final decision is made by a competent human being; or
26. Directly manage, as the primary operator, private, for-profit prison facilities, or detention centers in the United States. For-profit prisons and detention centers refer to privately owned facilities in which persons are incarcerated or otherwise involuntarily confined for purposes of execution of a punitive sentence imposed by a court or detention pending a trial, hearing, or other judicial or administrative proceeding.
B. Worldwide, Customers may not use a Service to commercially advertise or sell of any of the following firearms and/or related accessories to private citizens:
1. Automatic firearms – firearms that have the capacity to accept a grenade launcher or flare launcher, flash or sound suppressor, forward pistol grip, pistol grip (in the case of a rifle) or second pistol grip (in the case of a pistol), or a barrel shroud; or
2. Semi-automatic firearms – firearms with a fixed magazine that can accept more than 10 rounds; ghost guns; 3D printed guns; firearms without serial numbers; or firearms that use .50 BMG ammunition; or
2. Firearm Parts – magazines capable of accepting more than 10 rounds; flash or sound suppressors; grenade or rocket launchers; 80% or unfinished lower receivers; blueprints for ghost guns; blueprints for 3D printed guns; barrel shrouds; or threaded barrels capable of accepting a flash suppressor or sound suppressor.
7. U.S. Digital Millennium Copyright Act or Similar Statutory Obligations
A. To the extent a Customer uses the Services for hosting, advertising, sending electronic messages, or for the creation and hosting of, or for posting material on, websites, each Customer must:
1. Comply with any notices received under Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act) or similar statute in other countries if operating in such countries (the “DMCA”);
2. Set up a process to expeditiously respond to notices of alleged infringement that comply with the DMCA and to implement a DMCA-compliant repeat infringers policy;
3. Publicly display a description of its notice and takedown process under the DMCA on its instance of the Services; and
4. Comply with such processes, policy(ies), and description.
B. It is Circle’s policy to respond expeditiously to valid notices of claimed copyright infringement compliant with the DMCA. In appropriate circumstances, Circle will terminate the accounts of Customers who Circle suspects to be repeatedly or blatantly infringing copyrights.
C. If Circle receives a notice alleging that material on a Customer’s instance of a Service infringes another party’s intellectual property, Circle may disable that Customer’s instance of the Service or remove the allegedly infringing material. If Circle receives more than one such notice for the same Customer, Circle reserves the right to immediately terminate such Customer’s subscriptions to the Services as deemed necessary by Circle to ensure continued protection under the safe harbor provisions under the DMCA, or to prevent violations of other applicable laws or third party rights.