Circa Terms of Service

CIRCA TERMS OF SERVICE
Effective August 3, 2020


This Circa Terms of Service (“Agreement”) is entered into by and between EventGeek, Inc. dba Circa, a Delaware Corporation (“we” or “Circa”) and Subscriber or Authorized User of a Subscriber (collectively “Subscriber”). Circa and Subscriber shall individually be referred to as a “Party” and collectively as the “Parties.”

By clicking the “Signup” button, you agree to be bound by these Terms of Service.  

This Agreement includes provisions for binding arbitration on an individual basis – which includes a waiver of a right to a jury trial or a right to file a class action.

Internet technology, and the applicable laws, rules and regulations change frequently. Circa reserves the right to make changes to these Terms of Service at any time.

Definitions.  The following terms shall be capitalized throughout this Agreement and shall be defined as follows:

Authorized Users. The term “Authorized Users” refers to all individuals authorized to access and use the Services either pursuant to the Subscription Plan purchased by Subscriber.
Content.  The term “Content” shall mean any and all text, data, code, software, graphics, information, images, audio, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of Services under this Agreement.
Subscriber Data. The term “Subscriber Data” refers to any Content submitted, uploaded, imported, integrated, communicated or exchanged through the Platform by Subscriber, including, but not limited to all CRM data uploaded by Subscriber or obtained from Subscriber’s third-party CRM services and applications.
Circa Trademarks.  The term “Circa Trademarks” shall mean any trademarks, service marks, design marks, symbols, logos and/or other indicia of source owned or used under license by Circa, and all goodwill associated therewith.
Subscriber Trademarks. The term “Subscriber Trademarks” shall mean any trademarks, service marks, design marks, symbols, logos and/or other indicia of source owned or used under license by Subscriber, and all goodwill associated therewith.
Properties.  The term “Properties” refers collectively to Subscriber Data and Subscriber Trademarks.
Platform.  The term “Platform” refers to the website owned and operated by Circa at https://Circa.com and Circa’s mobile applications.
Subscription Plan.  The term “Subscription Plan” refers to the terms of the Subscription Plan purchased through the Platform.

General Rules about Creating Accounts.

Eligibility:  To be eligible to create an account, you must be (a) at least 18 years of age, or (b) a business duly incorporated and in good standing under the laws of its state of incorporation and have all requisite corporate power and authority to accept and perform the obligations under this Terms of Service.
Account Creation:  To establish an account through the online registration process, you must provide a valid email address and password, or register through your Google Account, and accept these Terms of Service. By providing your Google login credentials to create an account, you consent to Circa’s access to the personal information and images in those accounts in order to pre-populate your account profile.
Account Security. Access by Subscriber and its Authorized Users shall be subject to the terms and conditions of this Agreement.  Subscriber shall be responsible for maintaining the confidentiality and security of account login information and is responsible for any and all activities that occur under Subscriber’s account. Subscriber shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Circa promptly of any such unauthorized access or use.

User License Agreement (“EULA”). Circa hereby grants Subscriber a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable license to access and utilize the Services pursuant to the terms of the Subscription Plan selected by Subscriber. This EULA grants Subscriber the right to access and utilize the Services only for the number of authorized users applicable to the Subscription Plan selected by Subscriber.

CRM Integration.  To the extent selected by Subscriber in the Subscription Plan, Circa shall enable CRM Integration for purposes of lead capture and ROI tracking.  To the extent required to enable elected CRM Integration Services, Subscriber shall provide to Circa the account credentials for all applicable third-party CRM services and applications (“Third-Party Platforms”). Subscriber hereby authorizes Circa to utilize Subscriber’s account credentials for purposes of providing the CRM Integration Services elected by Subscriber under this Agreement.  Circa shall not be liable to Subscriber for any damages in the event any Third-Party Platforms terminate Subscriber’s account or access to their services as a result of providing Circa with the authorization to access Subscriber’s account.

Free Trial.  If Subscriber has initiated a Free Trial, the Services will be available to Subscriber free of charge until the earlier of (a) the date on which your Free Trial subscription expires or is terminated, or (b) the start date of your paid Subscription plan.   Paid subscriptions are subject to the terms and conditions in effect upon purchase of the applicable Subscription.

Subscription Fees and Term.

Payment. Subscriber shall pay to Circa the Subscription and other service fees as specified in the Subscription Plan.
Late Payments. Circa may suspend services and all Authorized User’s access for payments that are past due.  Past due payments will accrue interest at the greater of 1.5% monthly or the highest interest rate allowable under applicable law.
Subscription Term.  For Subscribers purchasing a Subscription Plan directly through the Platform, the term of this Agreement will commence on the purchase date and shall continue for the periodic Subscription Term identified in the Subscription Plan, and any renewal thereof (“Subscription Term”), unless earlier terminated pursuant to the terms of this Agreement.
No Refunds.  Subscriber shall be responsible for all fees for the entire Subscription Term. Fees will not be prorated upon cancellation and/or termination and all fees paid through the date of termination are nonrefundable.

Subscription Automatic Renewal.  YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM FOR A SUBSEQUENT SUBSCRIPTION TERM. YOU ACKNOWLEDGE AND AGREE AS FOLLOWS:

Notice of Cancellation Required. You agree that we may automatically renew your subscription and charge your account on the last day of your Subscription Term (the “Renewal Date”), unless you cancel your subscription before the Renewal Date. Circa WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION ON THE RENEWAL DATE UNTIL YOU CANCEL YOUR SUBSCRIPTION OR Circa NO LONGER OFFERS THE SERVICES.
Notice Of Automatic Renewal:  You will receive notice by email seven (7) days prior to subscription expiration that your subscription will be renewed for a similar periodic term. The notice will let you know that your current Subscription Term is about to end and the Renewal Date when your subscription will be renewed and your account charged.  The notice will provide you with information on how to cancel the automatic renewal. All notices regarding your subscription will be sent to your last email of record. TO CANCEL YOUR SUBSCRIPTION WITHOUT YOUR ACCOUNT BEING CHARGED FOR THE NEXT TERM, YOU MUST DO SO BEFORE THE RENEWAL DATE.
Payment And Price:  The renewal payment is due on the Renewal Date and will automatically be charged to the authorized payment method that you used for the original subscription or the most recent renewal.  YOU WILL RECEIVE A NOTICE PRIOR TO RENEWAL OF ANY CHANGES IN SUBSCRIPTION PRICE OR THIS AGREEMENT.
How To Cancel Automatic Renewal:  IF YOU DO NOT WANT TO RENEW, YOU MUST CANCEL YOUR SUBSCRIPTION BY EMAILING Circa AT billing@Circa.com or success@Circa.com.

Use Restrictions.  Subscriber will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services.   You will not make the Services available for the benefit of any third-party, or sell, resell, license, sublicense, distribute, rent or lease the Services to any third-party for any purpose, commercial or otherwise.

Subscriber Data License to Provide Service and Perform Analytics. Subscriber hereby grants to Circa a non-exclusive, perpetual, sublicensable, irrevocable, royalty-free, worldwide right and license to collect, process, store, host, copy, transmit, display, distribute, disseminate, modify, and create derivative works of any and all Subscriber Data for the purposes of providing the Services and performing analytics on Subscriber Data.

Confidentiality & Non-Disclosure.  In utilizing the Services, Circa may have access to Subscriber’s confidential and proprietary Subscriber Data (“Confidential Information”). Circa shall not disclose any Confidential Information to any third-party for any reason without your prior written consent, other than its employees or agents who have a need to know such information in order to provide the Services. Circa will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of such Confidential Information in accordance with the Circa Security Policy.
 
Objectionable Content.  We are not responsible for, and do not endorse, any third-party Content posted on the Platform.  We do not have any obligation to prescreen, monitor, edit or remove any third-party Content. We shall not be liable for any damage or harm resulting from the uploading, posting or submission of any third-party Content. We reserve the right, but have no obligation, to take any action to restrict or remove access to any Subscriber Content that we deem, in our sole and absolute discretion, to violate Circa’s general Terms of Service, applicable law, or the rights of any third parties.

DMCA - Notice of Claimed Infringement.  If you have a good faith belief that your copyright has been infringed, you can download and submit a Notice of Claimed Infringement to the Platform’s Designated Agent as follows:

By Mail:  Circa,  314 S. Guadalupe St, STE 107, Santa Fe New Mexico 87501
By Email: success@Circa.com

Privacy. Subscriber hereby consents to Circa’s collection of personally identifiable information in accordance with Circa’s Privacy Policy. Subscriber shall be responsible for ensuring compliance with any and all privacy rules or regulations and/or data collection laws.  

Prohibited Conduct.  In your use of the Platform and Services, you may not:

Violate any law, statute, ordinance or regulation;
Infringe upon any patent, copyright, trademark, trade secret, right of publicity or other third-party rights;
Attempt to use another user’s account, impersonate another person or entity, misrepresent your affiliation with a person or entity, or create or use a false identity;
Distribute or transmit any code, virus or any other technologies, whether now known or yet to be developed, that may harm the Platform or its users;
Modify, adapt or hack the Platform or modify another Platform or mobile application so as to falsely imply that it is associated with the Platform;
Distribute or post spam, unsolicited or bulk electronic communications to Platform users;
Use any robot, spider, scraper or other automated means to access the Platform for prohibited or illegal purposes;
Take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform ’s infrastructure;
Interfere or attempt to interfere with the proper working of the Platform, its services or tools; or
Bypass the Platform ’s robot exclusion headers or other measures we may use to prevent or restrict access to the Platform.

Representations and Warranties. Subscriber represents and warrants that:

Proprietary Rights: Subscriber has all right, title, license and authority to upload, submit and integrate the Properties, including the right to publish and distribute by electronic and digital means; and
Non-Infringing: The Properties do not (a) violate, infringe or misappropriate on the rights associated with any third parties, including, but not limited to, privacy rights, copyright, trademark, trade secrets, patents or other intellectual property rights of any third-party, or (b) violate any statute, law, ordinance or regulation.
Compliance with Applicable Laws.  Subscriber shall comply with all federal or state laws or regulations applicable to the performance of its obligations under this Agreement.
Export Compliance. Services may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list.   Subscriber shall not permit access or use any Services in a U.S. embargoed country or in violation of any U.S. export law or regulation.

Termination.

Automatic Termination.  This Agreement shall automatically terminate upon the bankruptcy or insolvency of either party.
Expiration or Termination of Subscription Plan.  Authorized User’s access shall be immediately terminated upon (a) revocation of authorized access by Subscriber, or (b) suspension or termination of Subscriber’s account with Circa.
Breach.  Either Party may terminate this Agreement if the other Party breaches any material provision of this Agreement and fails to cure such breach within seven (7) days after receipt of written notice of such breach.
Effect of Termination.  After expiration or termination of this Agreement, Circa shall, without liability or obligation of further notice to Subscriber, delete Subscriber’s Account and Subscriber Data.
Survival:  The following Sections survive termination of this Agreement: Individual Binding Arbitration, Feedback License, Subscriber Data License, Confidentiality & Non-Disclosure, Disclaimer of Warranties, Indemnity, Limitation of Liability, Release and Choice of Law.

Customer Questions.  Customer questions may be directed by email to success@Circa.com to address any issues you may have regarding your use of the Platform.  Most concerns can be quickly resolved in this manner.  

Binding Arbitration. EXCEPT AS OTHERWISE STATED HEREIN, any claim or controversy with Circa arising out of or relating to the Platform, Services and/or this Agreement (including its formation, interpretation, performance and breach) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement.

ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY.  THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR ARBITRATION WITH OTHER ARBITRATIONS.  YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JUDGE OR JURY.  IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.

The AAA’s rules, as well as forms for initiating arbitration proceedings, are available at www.adr.org. When initiating a request to arbitrate with the AAA, you must also send a copy of the completed form to success@Circa.com.

Unless otherwise agreed to in writing by the Parties, any dispute arising from this Agreement shall be conducted in English at the following location: San Francisco County, California.

Exception – Small Claims Court Claims.  Notwithstanding the Parties’ agreement to resolve all disputes through arbitration, either Party may seek relief in small claims court for disputes or claims within the scope of that court’s jurisdiction.

The Platform ’s Intellectual Property

Copyrights. The Platform’s logos, design, text, graphics, and other files, and the selection arrangement and organization thereof, are owned by Circa. 2019 Circa, Inc.  ALL RIGHTS RESERVED.
Trademarks.  The Platform and its logos, page headers, custom graphics, button icons and scripts are trademarks or trade dress of Circa.
Ownership and Use.  Unless otherwise stated herein, nothing in this Agreement or your use of the Platform and Services gives you a right or license to use any of our copyrights, trade names, trademarks, service marks, logos, domain names, or any other intellectual property rights.

DISCLAIMER OF WARRANTIES:  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM, INCLUDING ANY “BETA” RELEASES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  Circa DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES (I) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. EXCEPT WHERE PROHIBITED BY LAW, Circa EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES.

DISCLAIMER OF THIRD-PARTY CONDUCT: Circa DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES.  Circa DOES NOT CONTROL ANY THIRD-PARTY LINKS, SERVICES, GOODS, RESOURCES AND INFORMATION ON THE PLATFORM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Circa MAKES NO WARRANTIES REGARDING THIRD-PARTY SERVICES, GOODS, RESOURCES AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SERVICES, GOODS, RESOURCES OR INFORMATION.

LIMITATION OF LIABILITY.  YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES IS AT YOUR SOLE RISK. NEITHER Circa NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES WILL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, SECURITY BREACH, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE PLATFORM OR ITS SERVICES, EVEN IF Circa HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Circa’S AGGREGATE LIABILITY, OR THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR OF THE INABILITY TO USE, PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES, EXCEED THE FEES PAID TO Circa IN THE SIX (6) MONTHS  PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM.

INDEMNITY.  To the maximum extent permitted by law, Subscriber agrees to indemnify, defend and hold harmless Circa, and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the “Indemnified Parties”) from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with any claim, demand or action brought or asserted against any of the Indemnified Parties arising out of or relating to Subscriber’s (i) use of the Platform, Services and/or Content (ii) breach of this Agreement, (iii) violation of any third-party right, including without limitation any intellectual property right, publicity, property or privacy right, or (iv) a breach of Subscriber’s representations or warranties under this Agreement.

Miscellaneous

Force Majeure.  Circa will not be liable or responsible for any delays in providing the Services, or for failing to provide the Services, as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, telecommunications or power outage, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight, embargoes, terrorism, natural disaster, denial of service attacks, war or acts of God.
No Agency.  No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.
Severability.  The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
Modifications.  Our employees, volunteers or agents are not authorized to vary this Agreement. No modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.
Choice of Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to or application of California’s conflict of law principles.  The parties consent to the jurisdiction of the State of California, and venue in the County of San Francisco, with regard to any controversy or claim arising out of or relating to this Agreement, or the breach thereof.
Assignment.  Neither Party shall assign any of the rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not unreasonably be withheld.  However, consent is not required for an assignment of this Agreement in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of the assigning Party’s business.
Successors and Assigns.  This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.
No Waiver.  No failure or delay by a Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof.
Interpretation.  Headings are for reference purposes only and do not limit the scope or extent of such section.
Notices.  All notices required or permitted to be given under this Agreement will be in writing and delivered to:  Circa at: 314 S. Guadalupe St, STE 107
Santa Fe, New Mexico 87501 and shall be emailed to Subscriber at the email address provided upon account registration.

Entire Agreement.  This Agreement comprises the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, written or oral, between the Parties regarding the subject matter contained herein.

Complaints - California Residents.  If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.