Circularo General Terms of Use

This is a legal document.

By accepting these terms via a pop-up or similar process, logging into the System, downloading, installing or copying or otherwise using the System or requesting the Services, you expressly accept all the terms and conditions contained in this document. You must not use the System, if you have any objection to any of these Terms.

You must not use the System if you are younger than 18 years of age.

Introduction

  1. Us. These Circularo General Terms of Use ( “Terms”) and any applicable Special Terms (see below) will govern your use of the Circularo system, all applications, scripts, source code and documentation (“System”) and services provided to you In relation to the System (“Services”) by PALAXO EUROPE s.r.o. Na Folimance 2155/15, Vinohrady, 120 00 Prague 2, Czech Republic (“Palaxo”, “Us”, “We”).

  2. You. You are either (i) a natural person with capacity to enter into legal agreements and over 18 years of age (“Individual User”) or (ii) a corporation or similar entity (“Team User”) and are represented by a person who has the authority to enter into agreements on your behalf.

  3. Definitions. If a term is used repeatedly in these Terms, it is defined in parenthesis.

Additional Terms

  1. Special Terms. If you request a particular service or subscription level, you may be asked to agree with separate terms and conditions relating to that specific service (“Special Terms”). Special Terms will be presented to you when you request that particular service or subscription level. If there is any inconsistency between these Terms and Special Terms, the Special Terms will prevail to the extent of any inconsistency.

  2. User Terms. If you are a person who uses the System according to these Terms or any applicable Special Terms, or is nominated as a ‘user’ by a Group User (“User”), you will be asked to agree with user terms of use (“User Terms of Use”). The User Terms of Use will be presented to you when you create your Account. If there is any inconsistency between these Terms and the User Terms of Use, these Terms will prevail to the extent of any inconsistency.

  3. Privacy Policy. By accessing and using the Services, you agree to be bound by the Palaxo Privacy Policy, as available and amended on the Palaxo website.

Use of the System and Services

  1. Access & Use. You are permitted to access and use the System and receive the Services, for a specific period of time (“Subscription Period”), subject to complying with these Terms, any applicable Special Terms and all applicable laws.

  2. Restrictions. In relation to the System or Services, you must not, without Palaxo’s prior written permission:

  3. distribute, transfer, sublicense, lease or in any other way commercialise the System or Services;

  4. reproduce, modify, adapt, create derivative works of the System or Services;

  5. reverse engineer, decompile, disassemble, modify, or translate the the System or attempt to discover its source code;

  6. remove, modify or obscure any notices contained in the System or Services;

  7. use the System in any way that causes, or might reasonably cause, harm to the System, another user or any third party, or impact other users’ access to the System or Service;

  8. grant access to, or right to use, the System or Service to a third party, unless authorised by these Terms or the Special Terms;

  9. use the System for data mining, data harvesting, data extracting or other similar activity; or

  10. use the System or Services to engage in any advertising or marketing.

  11. Team User obligations. If you are a Team User, you:

  12. remain responsible for the actions or omission of each of your Users;

  13. must ensure that no Account (see below) is used concurrently by more than one User.

  14. Applicable laws. You must access and use the System and Services according to all applicable laws and regulations. You acknowledge that your access and use of the Services might be subject to U.S and international laws and rules governing the import, export and use of certain goods.

  15. Cloud Storage. You are aware that the Services will be provided to you through via a cloud-hosting service that might be provided by a party not affiliated with Palaxo (“Cloud Provider”). We can change the Cloud Provider without prior notice, but will always endeavour to do so in a way that minimises disruption to the Services. The Cloud Provider might require you to agree to additional terms and, if applicable, we will notify you of these.

Palaxo Account

  1. Accurate Information. You agree that you have provided complete and accurate personal details in relation to the System and Services, including your full legal name, address and contact details, and that this information will be used to create an account through which you can use the System and receive Services (“Account”).

  2. Responsibility. You are responsible for all activity that occurs on your Account, including ensuring that all information associated with the Account is up-to-date.

  3. Sharing Credentials. You must not provide your System login details or any other information relating to your Account or access to the System to any other person.

Content

  1. Your Content. You must own, or have a verifiable right to use, any audio, video, text, images or other material that you display, upload or otherwise import into your Account and/or the System In relation to the Services (“Your Content”).

  2. Third Party Rights. Your Content must not infringe on any third party’s rights. Although Palaxo is not obliged to do so, we reserve the right to remove any of Your Content from the System or deny any Services if we reasonably believe that Your Content infringes the rights of a third party.

  3. Limited License. You grant to Palaxo worldwide, royalty-free, non-exclusive license, transferable licence to use, reproduce, modify, display, distribue, perform and translate Your Content only to the extent that we require this to comply with our obligations under these Terms or appliable Special Terms.

  4. Palaxo Content. The System or Services might provide you with access to content owned by Palaxo or a Palaxo affiliate and/or restricted areas of the System (“Palaxo Content”). You are granted a personal, limited, revocable, non-exclusive, non-transferable right to use the Palaxo Assets, but not distribute any Palaxo Asset or derivative work. Palaxo can, at any time, modify or withdraw your rights under this clause in its sole and absolute discretion.

Intellectual Property Rights

  1. Your Intellectual Property. You own all relevant intellectual property rights to Your Content. Except as expressly set out in these Terms, all such rights are reserved.

  2. Our Intellectual Property. Palaxo (or an entity designated by Palaxo) owns all the intellectual property rights, including any trade secrets, copyright, trademarks, patents or other unregistered intellectual property rights, in the System, Services and Palaxo Content. Except as expressly set out in these Terms, all such rights are reserved.

  3. New Intellectual Property. If your access or use of the System or Services results in new intellectual property rights (“New IP”), you agree that all New IP will be owned by Palaxo and will take all steps to ensure transfer ownership of the New IP. If rights to the New IP cannot be transferred to Palaxo, you grant to Palaxo (or an entity designated by Palaxo) an irrevocable, unconditional, worldwide, royalty-free, exclusive license to the New IP.

  4. Feedback. Although you are not required to do so, you can provide us with suggestions or proposals. If you do so, you also grant us an irrevocable, unconditional, worldwide, royalty-free, sublicensable, and transferable license to use, sell, display, modify and distribute these suggestions or proposals.

Evaluation

  1. Evaluation Access. We might provide you with access to the System or a Service for the purpose of evaluating it (“Evaluation Access”).

  2. Evaluation Only. If we provide you with Evaluation Access, you are permitted to access and use the System only for the purpose of evaluating its suitability for your requirements and deciding whether to purchase the Services. You cannot use it for commercial purposes or provide any other person with access to the System. These Terms apply to your use of the Evaluation Access.

  3. Evaluation Content. Once the Evaluation Access expires, you agree that all of Your Content will be deleted.

Payments

  1. Payment. You must pay all fees relating to the Services within the time specified by us or, if no date for payment is specified, within 14 days of the issue of any invoice.

  2. Taxes & Charges. You must pay all applicable taxes, fees, charges and expenses relating to the Services, including any international transfer fees, bank fees, credit card charges or carrier fees. We are not responsible for these.

  3. Credit Card. If you purchase Services through a credit card, you authorise us to deduct payments for Services, obtain information from credit card providers to enable the completion of a payment and use your information for any future credit card purchases.

  4. Suspension. If you do not pay on time or only part of the full amount due, Palaxo can immediately suspend access to the System or your Account and cease providing the Services.

  1. Payment. You must pay all fees relating to the Services within the time specified by us or, if no date for payment is specified, within 14 days of the issue of any invoice.

  2. Taxes & Charges. You must pay all applicable taxes, fees, charges and expenses relating to the Services, including any international transfer fees, bank fees, credit card charges or carrier fees. We are not responsible for these.

  3. Credit Card. If you purchase Services through a credit card, you authorise us to deduct payments for Services, obtain information from credit card providers to enable the completion of a payment and use your information for any future credit card purchases.

  4. Suspension. If you do not pay on time or only part of the full amount due, Palaxo can immediately suspend access to the System or your Account and cease providing the Services.

No warranties

  1. At your risk. The System and Services are provided on an ‘as is’ and ‘where is’ basis. You agree to use the System and Services at your own discretion and risk. You are wholly responsible for any loss of data or any damage to your device that results from access to and use of the System or Services. This includes a failure to retrieve Your Content at the end of the Subscription Period or termination of these Terms.

  2. No warranties. To the extent permitted by applicable law, Palaxo and each of its affiliates, officers, employees, agents or a provider of cloud services (together, “Palaxo Parties”), disclaim all express and implied warranties In relation to the System or Services. This includes, but is not limited to, warranties for merchantability, fitness-for-purpose or non-infringement.

  3. Limited Warranties. You might have certain rights under applicable law or expressly under any applicable Specific Terms. Nothing in this clause is intended to limit those rights.

  4. Disclaimers. Unless expressly set out in any applicable Specific Terms, we make no representation or warranty in relation to: (i) the suitability of the System for your requirements; (ii) the availability of the Services as constant, uninterrupted, timely, secure or error-free; (iii) the results and output of the System or Services will be reliable or accurate; (iv) that the System or Services will be error free or that any errors, bugs or defects will be corrected. The Services, or any instruction or document provided to you In relation to the System, are not advice.

Limitation of liability

  1. Limitation of liability. To the extent permitted by applicable law, no Palaxo Party will be liable to you, a User or any other person for any loss (whether of use, data, profits or otherwise), damages (whether indirect, consequential, incidental, special, punitive or otherwise) or other liabilities, including loss, damages or liabilities resulting from: (i) foreseeable or unforeseeable matters; (ii) based on contract, tort or other theory of liability; or (iii) any other claim or allegation arising out of or in any way connected with the System, your access and/or use of this System, or the Services.

  2. Cap on liability. To the extent permitted by applicable law, the Palaxo Parties’ total liability in any matter arising In relation to these Terms and the Special Terms is limited to one hundred Euro (EUR 100), irrespective of whether any Palaxo Party was advised of the possibility of any liability.

Indemnification

  1. Indemnity. You indemnify and hold harmless the Palaxo Parties from and against any losses, liabilities, claims, damages and/or expenses (including reasonable lawyer’s fees) arising out of or in any way related to your breach of these Terms or the Special Terms.

  2. Content Infringement. If any third party alleges or initiates legal action (“Claim”) claiming that you do not own or have rights to use Your Content, you agree: (i) to indemnify the Palaxo Parties for any losses, liabilities, claims, damages and/or expenses (including reasonable lawyer’s fees) arising out of or in any way related to the Claim; (ii) Palaxo may remove from the System the portion of Your Content subject to the Claim; (iii) if requested, permit Palaxo to take suitable actions, at your expense, in response to the Claim, including engaging lawyers.

  3. Team User Liability. If you are a Team User, you indemnify and hold harmless the Palaxo Parties from and against any losses, liabilities, claims, damages and/or expenses (including reasonable lawyer’s fees) arising out of or in any way related to the actions or omissions of your Users.

Term

  1. Term. These Terms begin on the date you accept them and expire on the earlier of: (i) the expiry of the Subscription Period; or (ii) the Terms are terminated by you or Palaxo for any of the reasons set out in these Terms.

Termination

  1. Termination by You. You can terminate these Terms at any time by notifying us. This termination will be effective at the end of the current Subscription Period. Nothing in this clause affects your payment obligations under these Terms or any applicable Special Terms.

  2. Termination by Palaxo. We can terminate these Terms, ending your rights to access the System and receive the Services by notifying you. This termination will be effective:

  3. after 14 days, if: (i) we notify you of a breach of these Terms and you failed to remedy the breach; or (ii) we notify you of a breach of these Terms and the breach is unable to be remedied; (iii) you act in a way that shows you do not intend to comply with these Terms; (iv) we elect to discontinue the System or Services; (v) you fail to make timely payment of any amount payable under these Terms or applicable Special Terms;

  4. immediately, if we reasonably believe that we are required to do so by law. We will take reasonable steps to notify of this requirement and retrieve Your Content.

  5. Consequences of Expiry or Termination. Palaxo is not required to store any of Your Content after the expiry of the Subscription Period. Prior to end of the Subscription Period or on receiving a notice from us about termination, you should take steps to retrieve Your Content.

  1. Marketing. You agree that Palaxo (and each of its affiliates) may identify You (if you are a Team User) as a Circularo user and/or customer of Palaxo. In order to do so, you agree that we may; (i) use your name, trading name, logo or trademark (and so grant Palaxo, and each of its affiliates, a worldwide, non-exclusive, royalty-free license to use your name, trade name, logo or trademark as set out in this clause); (ii) briefly describe your business; and (iii) indicate that you use CIrculator or other Palaxo products.

General Provisions

  1. Contacting us. You can send us a notice by email at info@palaxo.com and consider this delivered 1 business days after sending it.

  2. Contacting you. We can send you a notice by (i) email at any email address associated with your Account and consider it delivered 1 business days after sending it, (ii) through the messaging feature on your Account or (iii) post and consider this delivered after 10 business days of sending it.

  3. Changes to these Terms. We can change these Terms and any applicable Special Terms or User Terms of Use. We will try to notify you of any change, in our opinion, materially affects your rights, but it is your responsibility to review these Terms on a regular basis to ensure you understand that basis on which you can use the System, Services and Account.

  4. Transfer. You must not assign or otherwise transfer these Terms without our written consent. We may transfer our rights under the Terms to a third party and will notify you.

  5. Interpretation. Headings are provided for convenience only and will not be used to interpret meaning or intent. The word ‘must’ refers to an obligation that, if not performed, will constitute a breach. The word ‘including’ is non-exhaustive.

  6. No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.

  7. Severability. If any part of these Terms is found to be unenforceable or invalid, you agree that the remainder of these Terms remains unaffected.

  8. Entire Agreement. These Terms and any Special Terms or User Terms of Use, constitute the entire agreement between Palaxo and you in relation to the Services.

Governing Law & Dispute Resolution

  1. Governing Law. These Terms are governed by and construed according to the laws of the Czech Republic, without reference to conflict of law principles. Any litigation relating to these Terms will be subject to the jurisdiction of any competent court of the Czech Republic.

  2. Disputes. You agree to notify us of any concern or dispute arising from these Terms. Together with Palaxo, you must use your best efforts to settle the matter amicably. If a concern or dispute is not resolved within 30 days of submission, either you or Palaxo can submit concern or dispute to the Czech Trade Inspection Authority (www.coi.cz) for an out-of-court settlement.

  3. Urgent Relief. If there is any unauthorised access or use of the System or Services by you or in relation to your Account, you agree that we are entitled to apply for urgent legal relief.

If you have any queries about these Terms, please contact info@circularo.com.