Circularo General Terms of Use

This is a legal document. By accepting these terms via a pop-up, sign-up or similar process, logging into a System, accessing, viewing or otherwise using the System or receiving the Services, you expressly accept all the terms and conditions contained in this document. You must not use the System or accept our Services, if you do not agree with any of the provisions in this document. You must not use the System or receive the Services if you are younger than 18 years of age.

1. Introduction

These Circularo General Terms of Use (“Terms”) and any applicable Special Terms (see below) apply to (i) Circularo systems, that is all applications, scripts, source code and documentation used by us in our products, website, APIs or customer accounts (“Systems”); and (ii) the services that we provide, being the provision of our products, implementation, consultancy or training ("Services"). These Terms form an agreement between:

1.1. Us. Circularo Europe s.r.o. Na Folimance 2155/15, Vinohrady, 120 00 Prague 2, Czech Republic (“Circularo”, “Us”, “We”).

1.2. You. "You" are either or (i) a corporation or similar entity that has a valid subscription to the Service (“Organizational User”) or (ii) a natural person with capacity to enter into legal agreements and over 18 years of age who is authorised by an Organizational User to use the Service (“Individual User”).

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

2. Additional Terms

2.1. Special Terms. Depending on the specific System or Service, you may be asked to agree to separate terms and conditions relating to that specific System or Service (“Special Terms”). Special Terms will be presented to you when you begin to use a System or request a Service. These Terms will form part of any applicable Special Terms and will constitute one document. If there is any inconsistency between these Terms and Special Terms, the Special Terms will prevail to the extent of any inconsistency.

2.2. User Terms. If you are an Individual User, or are nominated as a ‘user’ by an Organizational User (“User”), you will be asked to agree with the Circularo End User License Agreement (“EULA”). The EULA will be presented to you when you create your Account or receive access to Circularo. If there is any inconsistency between these Terms and the EULA, these Terms will prevail to the extent of any inconsistency.

2.3. Privacy Policy. By accessing and using the Services, you agree to be bound by the Circularo Privacy Policy (https://www.circularo.com/pro/privacy), as available and amended on the Circularo website.

3. Use of the System and Services

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

3.2. Users. As Individual Users, you must access the System or receive the Services if you are a natural person who is at all times identifiable and contactable. If you use an email address to access the System or receive the Services, such email address cannot be shared or accessed by any other person.

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

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

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

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

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

3.3.5. 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;

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

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

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

3.4. Organizational User obligations. If you are an Organizational User, you:

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

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

3.5. 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 Systems or Services will comply with U.S and international laws and rules governing the import, export and use of certain goods.

3.6. Cloud Storage. You are aware that aspects of the System or Services may be provided to you through a cloud-hosting service that may be provided by a party not affiliated with Circularo, including in relation to cloud storage (“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 may require you to agree to additional terms.

4. Circularo Account

4.1. 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”).

4.2. 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.

4.3. 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.

5. Content

5.1. 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 use in connection with the System or in relation to the Services (“Your Content”).

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

5.3. Limited License. You grant Circularo a 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, applicable Special Terms or applicable law.

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

6. Intellectual Property Rights

6.1. 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.

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

6.3. 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 Circularo and you will take all steps to ensure the transfer of ownership of the New IP. If rights to the New IP cannot be transferred to Circularo, you grant to Circularo (or an entity designated by Circularo) an irrevocable, unconditional, worldwide, royalty-free, exclusive license to the New IP.

6.4. Third Party Software. Our Systems and/or Services may utilize third party software, including open source software. All third party software is provided on the respective terms and on an "as is" basis, without warranty. Nothing in these Terms will be taken to contradict the terms of any third party license.

6.5. Feedback. Although you are not required to do so, you can provide us with suggestions, proposals, code aor bug-fixes. 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.

7. Trials

7.1. Trial Access. We may provide you with access to the System or a Service for the purpose of evaluating it (“Trial Access”).

7.2. Trial Only. If we provide you with Trial 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 Trail Access.

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

8. Payments

8.1. Payment. You must pay all fees relating to System access or 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. 

8.2. 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.

8.3. 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.

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

9. No warranties

9.1. 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 ACCESS PERIOD OR TERMINATION OF THESE TERMS.

9.2. NO WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CIRCULARO AND EACH OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS OR A PROVIDER OF CLOUD SERVICES (TOGETHER, “CIRCULARO 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.

9.3. LIMITED WARRANTIES. YOU MAY HAVE CERTAIN RIGHTS UNDER APPLICABLE LAW OR EXPRESSLY UNDER ANY APPLICABLE SPECIFIC TERMS. NOTHING IN THIS SECTION IS INTENDED TO LIMIT THOSE RIGHTS.

9.4. 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.

10. Limitation of liability

10.1. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO CIRCULARO 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. 

10.2. CAP ON LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CIRCULARO 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 CIRCULARO PARTY WAS ADVISED OF THE POSSIBILITY OF ANY LIABILITY.

11.  Indemnification

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

11.2. 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 Circularo 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) Circularo may remove from the System the portion of Your Content subject to the Claim; (iii) if requested, permit Circularo to take suitable actions, at your expense, in response to the Claim, including engaging lawyers.

11.3. Organizational User Liability. If you are an Organizational User, you indemnify and hold harmless the Circularo 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.

12. Term

13.1. Term. These Terms begin on the date you accept them and expire on the earlier of: (i) the expiry of the Access Period; (ii) expiry or termination of th Special Terms or (ii) the Terms are terminated by you or Circularo for any of the reasons set out below.

13. Termination

13.1. 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 Access Period or, if there is no Access Period, 30 days. Nothing in this Section affects your payment obligations under these Terms or any applicable Special Terms.

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

13.2.1. 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; 

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

13.3. Consequences of Expiry or Termination. Circularo is not required to retain any of Your Content after the expiry of the Access Period, including as a backup or in any other form. Prior to the end of the Access Period, or on receiving a notice from us about termination, you and/or each Individual User should take steps to retrieve Your Content. We will take commercially reasonable endeavours to retain your Content for 30 days after the end of your Access Period, after which we will cycle it out of our systems and delete it.

14. Confidentiality

14.1.  Definitions. In this Section:

14.1.1. the Party providing information is the “Disclosing Party” and a Party receiving such information is the "Receiving Party";

14.1.2. Confidential Information means all information disclosed by the Disclosing Party in connection with a System or a Service, deemed by a reasonable person to be confidential and/or proprietary. This information may be disclosed orally or visually, including trade secrets, product designs, software, systems, technology, customers, employees, operations, pricing, discounts, business and marketing plans/opportunities. It does not include information that is public or has been independently developed by a Party, except , if as a result of a breach of these Terms.

14.2. Confidentiality. The Receiving Party must protect the confidentiality of the other Party’s Confidential Information and use the same degree of care as with its own Confidential Information. That care must be at least a reasonable standard of care. The Parties must use the Confidential Information solely and directly in connection with their obligations under this Agreement.

14.3. Disclosure. The Parties must not disclose (i) the other Party's Confidential Information or (ii) the fact that Confidential Information was made available to the Receiving Party, except:

14.3.1. Need-to-Know - to its affiliates, officers, directors, employees, agents, advisors, representatives service providers, consultants contractors and/or auditors on a need-to-know basis, if they have been advised of the confidential nature of such information and agree to abide by terms no less restrictive than those set out in these Terms.

14.3.2. By Law - if, in the written opinion of its counsel, it is required to do so by law. The Receiving Party must promptly notify the Disclosing Party of this requirement and allow it to take steps to prevent public disclosure of such information. All such disclosure must only be to the extent required to comply with applicable law, with all commercially reasonable efforts to obtain confidential treatment for the disclosed information.

14.4.  Notification. The Receiving Party must promptly notify the Disclosing Party in writing of the discovery of any unauthorised disclosure, unauthorised use, or loss of Confidential Information, or any other breach of this Section. The Receiving Party must assist the Disclosing Party in every commercially reasonable way to regain possession of the Confidential Information.

14.5. Deletion. On the expiry or termination of these Terms, or the earlier request of the Disclosing Party, the Receiving Party must promptly delete all Confidential Information disclosed to it (including copies and backups), except any information required to be kept by applicable law, which will be kept confidential.

14.6. Trade Secrets. Nothing in these Terms is intended to limit the protection of trade secrets under applicable law. All obligations relating to Confidential Information constituting trade secrets must be maintained until they enter the public domain. 

15. Compliance

15.1. Anti-Bribery and Anti-money Laundering. Circularo and you must comply with all laws relating to anti-bribery and anti-money laundering matters. Any occurence of bribery or money laundering in connection with a System or Service must be immediately reported to the other party and appropriate remedial action undertaken, with all reasonable assistance to be provided by the other.

15.2. Information Requests. A duly authorized governmental authority may request information regarding your use of a System or Service, including search warrants, subpoenas, court orders or similar ("Request"). Circularo will solely determine whether it and/or the Customer is required to respond to the Request. If permitted by law, Circularo will use commercially reasonable efforts to notify you of the Request and you will be responsible for responding to the Request in such circumstances.

15.3. Customer Audit. On request, and no later than 5 business days following a request, you will grant Circularo (or any representative authorised by Circularo in writing) access: (i) to a System, including any on-premise or self-hosted installations, (ii), any logs, reports, usage statistics or similar information about the Services, (iii) your facilities or infrastructure supporting the System and/or Services, solely to determine the Customer has and continues to comply with its obligations under these Terms. Each party is responsible for its own costs in relation to such an audit and all information provided in connection with such an audit will be regarded as confidential.

16. Marketing Consent

16.1. Marketing. You agree that Circularo (and each of its affiliates) may identify you as a Circularo user and/or customer of Circularo. In order to do so, you agree that we may; (i) use your name, trading name, logo or trademark (and so grant Circularo, 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 Section); (ii) briefly describe your business; and (iii) indicate that you use Circularo products.

17. General Provisions

17.1. Notice.If either Circularo or you are required by these Terms to notify the other, this notice can be given by:

17.1.1. email - to info@circularo.com (notice by you) or the email associated with your access to a System or Service (notice by us). Such communications will be deemed delivered 1 business day after being sent;

17.1.2. courier - to the registered address specified in these Terms (notice by you) or disclosed by you to us in connection with a System or Service (notice by us). Such communications will be deemed delivered 5 business day after being sent by a trackable courier;

17.1.3. registered post - to the registered address specified in these Terms (notice by you) or disclosed by you to us in connection with a System or Service (notice by us). Such communications will be deemed delivered 10 business day after being sent by a trackable postage service;

17.2. Changes to these Terms. We can change these Terms from time to time. We will use reasonable endeavours to notify you of any changes that, in our opinion, materially affect your rights, but it is your responsibility to review these Terms on a regular basis to ensure the basis on which you can use the System and Services.

17.3. 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 if we do so.

17.4. 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.

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

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

17.7. Independence - The Parties are independent contracting parties. There is no relationship of partnership, joint venture, employment, franchise or agency created by these Terms and neither Party has the power to bind the other or incur obligations on the other Party’s behalf.

17.8. Force Majeure - Neither Circularo or you are liable to the other for any delay or failure of its obligations under this Terms (except in relation to payment oblgiations), if the delay or failure is due to an unforeseen event that (i) occurs after the signing of these Terms, (ii) is beyond the reasonable control of the either CIrcularo or you, including strikes, blockade, war, pandemic, terrorism, riots, natural disasters, refusal of permission, license or approval by a third party, or the availability of the internet, (iii) prevents or delays the affected party from fulfilling its obligations, and (iv) such party is not able to prevent or remove the event at reasonable cost. The affected party must promptly notify the other party in writing after it reasonably believes such an event will cause delay or failure of its obligations.

17.9. Entire Agreement. These Terms and any Special Terms, constitute the entire agreement between Circularo and you in relation to the Services and supersede any terms included in a purchase order or similar document. 

18. Governing Law & Dispute Resolution

18.1. 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.

18.2. Disputes. You agree to notify us of any concern or dispute arising from these Terms. Together with Circularo, 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 Circularo agree that the dispute will be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic by one arbitrator appointed by the President of the Arbitration Court in accordance with the On-line Rules of the Arbitration Court. 

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

If you have any queries about these Terms or require a copy of an earlier version, please contact us at info@circularo.com