SimplyCircle Inc. Terms of Service

SimplyCircle Inc. (“we” or “our”) provides services through our website as well as through software applications available on mobile devices (individually or collectively, our website and our software applications are referred to herein as the “Services”).

Please read the following terms of service (“Terms of Service”) carefully. These Terms of Service govern your access to and use of the Services and set forth the legally binding terms for your use of the Services, whether or not you have registered a Registered Account (defined below). If you are using the Services on behalf of an organization, you are agreeing to these Terms of Service for that organization and promising that you have the authority to bind that organization to these Terms of Service. In that case, “you” and “your” will refer to that organization.  If you are using the Services as a Registered User (defined below) who has been invited to use the Services by the organization that has established a Registered Account, “you” and “your” will refer to you as the user of these Services.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU POSSESS A REGISTERED ACCOUNT, AND AGREE TO OUR PRIVACY POLICY AS DESCRIBED BELOW. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.

Modification

We reserve the right, at our sole discretion, to modify, discontinue or terminate the Services, including any portion thereof, or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will update the “Last Updated Date” above and post the modification on our website. By continuing to access or use the Services after we have posted a modification to these Terms of Service or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Services.

Eligibility and Account Registration

The Services available through our software application may be available to you on only a limited basis.  In order to access certain features of the Services and to post any User Content (defined below) through the Services on a fully functional basis, you must register to create an account (“Registered Account”) and become a “Registered User”. We do not allow people below the age of 18 to create accounts; please see our Privacy Policy for further information. During the registration process, you will be required to provide certain information and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to suspend or terminate your Registered Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Registered Account, whether or not you have authorized such activities or actions. You agree to immediately notify us of any unauthorized use of your Registered Account. We are not liable for any damages or losses caused by someone using your account without your permission.

Fees

The Services are provided at no cost, although we reserve the right at any time to change or modify this fee policy.

Rights and Access to Content

Certain types of content are made available through the Services. “SimplyCircle Content” means, collectively, text, data, graphics, images, illustrations, forms and look and feel attributes, our trademarks and logos and other content made available through the Services, including any technology or code making up the Services, excluding User Content. “User Content” means the documents, files, text, data, graphics, images, photos, video or audiovisual content and any other content uploaded, transmitted or submitted by you and Registered Users via the Services. You retain full ownership to User Content that you have uploaded, transmitted and submitted. We do not claim any ownership to any of it. However, you hereby grant to us and other users of the Service that have been provided access to your User Content a limited, non-exclusive, non-transferable (except in our case and only to a successor) license, to access, use, view, download and print, where applicable, the User Content.

You are solely responsible for your conduct, the content of your files and folders, and your communications with others while using the Services. For example, it is your responsibility to ensure that you have the rights or permission needed to comply with these Terms of Service. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in such User Content, as contemplated under these Terms of Service; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or our use of the User Content (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. We are not responsible for the accuracy, completeness, appropriateness, or legality of files or any other information you may be able to access using the Services.

You are responsible for maintaining and protecting all of your User Content.  We will not be liable for any loss or corruption of User Content, or for any costs or expenses associated with backing up or restoring any User Content.

Privacy

See our Privacy Policy at http://www.simplycircle.com/privacy for information and notices concerning our collection and use of your personal information. If you have any questions about our Privacy Policy, please contact us at privacy@SimplyCircle.com. By accessing the Services you are agreeing to the terms of our Privacy Policy.

Ownership

The Services and SimplyCircle Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Service, we and our licensors exclusively own all right, title and interest in and to the Services and SimplyCircle Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or SimplyCircle Content.

License

Subject to your compliance with the terms and conditions of these Terms of Service, we grant you a limited, non-exclusive, non-transferable license (without the right to sublicense) to access, use, view, download and print, where applicable, the Services and any SimplyCircle Content solely for your own purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or SimplyCircle Content, except as expressly permitted in these Terms of Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms of Service.

Comments and Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by emailing us at support@SimplyCircle.com. You acknowledge and agree that all Feedback will be our sole and exclusive property and you hereby irrevocably assign to us and agree to irrevocably assign to us all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein.

General Prohibitions

You agree not to do any of the following while using the Services or SimplyCircle Content:

  • Post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances (including but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).
  • Use, display, mirror, frame or utilize framing techniques to enclose the Services, or any individual element or materials within the Services, our name, any our trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without our express written consent;
  • Access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers;
  • Attempt to probe, scan, or test the vulnerability of any aspect of our system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services or SimplyCircle Content;
  • Attempt to access or search the Services or SimplyCircle Content or download SimplyCircle Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than generally available third party web browsers (such as Google Chrome, Microsoft Internet Explorer, Mozilla Firefox, Safari or Opera) or generally available mobile devices (such as the iPad or iPhone);
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  • Use any meta tags or other hidden text or metadata utilizing our trademark, logo URL or product name without our express written consent;
  • Use the Services or SimplyCircle Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or SimplyCircle Content to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or SimplyCircle Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity; Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.

We will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Services security issues, to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that we have no obligation to monitor your access to or use of the Services or SimplyCircle Content or to review or edit any User Content, but we do have the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. We reserve the right, at any time and without prior notice, to remove or disable access to any SimplyCircle Content, or to any User Content, that we, in our sole discretion, considers to be in violation of these Terms of Service or otherwise harmful to the Services.

Links

The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by us of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Termination of Registered Account; Cancellation

Without limiting other remedies, we may at any time suspend or terminate your Registered Account and refuse to provide access to the Services. In addition, we may notify authorities or take any actions it deems appropriate, without notice to you, if we suspect or determine, in our own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms of Service or any policies or rules established by us; or (ii) engaged in actions relating to or in the course of using the Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, our users, us or any other third parties or the Services.

You may terminate your Registered Account at any time and for any reason by sending email to support@SimplyCircle.com.  Upon any termination by a Registered User, the related account may no longer be accessible. After any termination, you understand and acknowledge that we will have no further obligation to provide the Services and all licenses and other rights granted to you by these Terms of Service will immediately cease. We will not be liable to you or any third party for termination of the Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING USER CONTENT) THAT YOU HAVE SUBMITTED THROUGHT THE SERVICES OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU AND MAY BE DELETED BY US IN ITS ENTIRETY. Furthermore, we will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party. Any suspension, termination or cancellation will not affect your obligations to us under these Terms of Service (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

Disclaimers

THE SERVICES AND SimplyCircle CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE MAKE NO WARRANTY THAT THE SERVICES, SimplyCircle CONTENT OR USER CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.

IT IS YOUR SOLE RESPONSIBILTIY TO DETERMINE WHETHER THE SERVICES WILL SATISFY APPLICABLE LEGAL OR REGULATORY REQUIREMENTS THAT MAY APPLY TO YOUR USE OF THE SERVICES.

Indemnity

You agree to defend, indemnify, and hold us, our officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with User Content that is submitted to us, your access to or use of the Services or SimplyCircle Content, or your violation of these Terms of Service.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT THEREIN REMAINS WITH YOU. NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR SimplyCircle CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, WE WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED THROUGH THE SERVICES.

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT THEREIN EXCEED $1.00. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of us used herein are trademarks or registered trademarks of ours. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Controlling Law and Jurisdiction

These Terms of Service and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the courts having jurisdiction over disputes arising in San Francisco County, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

YOU AGREE THAT IF YOU WANT TO SUE US, YOU MUST FILE YOUR LAWSUIT WITHIN ONE YEAR AFTER THE EVENT THAT GAVE RISE TO YOUR LAWSUIT. OTHERWISE, YOUR LAWSUIT WILL BE PERMANENTLY BARRED.

Export Control

You may not use or otherwise export or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

Entire Agreement

These Terms of Service constitute the entire and exclusive understanding and agreement between us and you regarding the Services and SimplyCircle Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between us and you regarding the Services and SimplyCircle Content.

Assignment

You may not assign or transfer these Terms of Service, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. We may freely assign these Terms of Service. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

You consent to the use of: (i) electronic means to complete these Terms of Service and to deliver any notices or other communications permitted or required hereunder; and (ii) electronic records to store information related to these Terms of Service or your use of the Services. Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: (x) by us via email (in each case to the address that you provide) or (y) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Additional Terms Pertaining to Apple

The following terms pertain to your use of the Services through a download of our software applications to a device manufactured by Apple, Inc. (“Apple”):

Apple is not a party to these Terms of Service and we are solely responsible for the Services and the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services.

In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the software application you have downloaded from the Apple iTunes store. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services.

Apple is not responsible for addressing any claims of yours or any third party relating to the Services or your use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.   Apple will not be responsible for the investigation, defense, settlement and discharge of any intellectual property infringement claims.

You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service, and that, upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third party beneficiary thereof.

General

The failure of us to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our duly authorized representative. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

Contacting Us

If you have any questions about these Terms of Service, please contact us at support@SimplyCircle.com.