1.1 You represent and warrant that: (i) your use of a site powered by Circle Fund will not violate any applicable law or regulation; (ii) you have the capacity to enter into a legal agreement in the province, state or country in which you reside; and (iii) you verify that you are authorized to enter into a business relationship with Circle Fund.
1.3 To register with Circle Fund and the site, please complete the online registration form. Upon successfully registering, you will create a username and a password that you can use to access the members-only area of a site powered by Circle Fund. In registering, you represent and warrant that any information you provide about yourself is true and that you will maintain and promptly update such information to keep it current.
1.4 You are fully responsible for all activities conducted under your username and password. You must ensure that no unauthorized access to the site powered by Circle Fund is obtained through your username and password and take all necessary steps to keep them confidential. You shall inform Circle Fund immediately if you have any reason to believe that your password has become known to or been used by any other person.
1.5 In consultation with the site owner, Circle Fund may change your username or password at any time, for security reasons, and will notify you when it does so.
1.6 Circle Fund reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of a site powered by Circle Fund without prior notice and without liability.
2.3 Circle Fund reserves the right to communicate with you regarding your use of Circle Fund. You consent to Circle Funds use of any contact information that you provide to Circle Fund in doing so.
3.0 Use Of An Circle Fund Site
3.1 You may use a site powered by Circle Fund only in a manner that respects other users and Circle Fund.
3.2 You agree that you will not use any site powered by Circle Fund to:
- collect or store information about any individual, user or member for unlawful purposes; sell, rent or lease user or member information to third parties without the explicit consent of all parties involved;
- impersonate any person or entity, including, but not limited to, a Circle Fund official or employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- either directly or indirectly transmit any unsolicited bulk email or unsolicited commercial email or otherwise violate Circle Fund’s Anti-Spam Policy;
- interfere with, disrupt or damage Circle Fund or servers or networks connected to Circle Fund, or disobey any requirements, procedures, policies or regulations of networks connected to Circle Fund;
- violate any applicable local, provincial, state, national or international law, and any regulations having the force of law; or access Circle Fund after your account or access has been suspended or terminated by Circle Fund.
3.3 Circle Fund may use filtering technology or other measures in its efforts to stop unsolicited bulk email and unsolicited commercial email. If your use of Circle Fund includes email or messaging services, then such filtering technology or other measures may block, either temporarily or permanently, some messages sent to you through Circle Fund, even if such email does not violate the Anti-Spam Policy. Circle Fund assumes no liability for the blocking of such transmissions.
3.4 You agree not to use any crawler, spider, bot or other program that simulates human activity to automatically extract any Content (see definition in section 4.1) accessible on or via Circle Fund.
4.1 You acknowledge and agree that all information, links, emails, postings, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not Circle Fund, are fully responsible for all Content that you post, transmit or otherwise make available on or via a site powered by Circle Fund. You represent, warrant and covenant that you have now and that you will continue to have all necessary rights and authority to grant any licenses in or to such Content and that such Content will not infringe any proprietary right of any third party.
4.2 The content included in any alert or other communication from Circle Fund to you is deemed Content available on Circle Fund.
4.4 Circle Fund reserves the right, in its sole discretion, to reject, refuse to post, remove or block access to any Content that is available via or on Circle Fund at any time, without notice and without liability.
4.5 It is recommended you maintain back-up copies of any Content that you make available or accessible through a site powered by Circle Fund. Circle Fund will not provide you with a copy of that Content in any event including, but not limited to, its deletion by Circle Fund or the suspension or termination of your right to access the portion of the site powered by Circle Fund where it was posted. Circle Fund is not responsible for Content that is lost or destroyed on Circle Fund.
4.6 Circle Fund does not control the Content that users, members or third parties post, transmit, or otherwise make available on or via a site powered by Circle Fund or through any links available on Circle Fund. As such, Circle Fund does not guarantee the accuracy, integrity or quality of such Content. Before using or relying on any Content available on or via a site powered by Circle Fund please take reasonable steps to verify its accuracy, completeness or usefulness: you are using it at your own risk.
4.7 Circle Fund does not pre-screen Content that users, members or third parties post, transmit or otherwise make available on or via a site powered by Circle Fund, although Circle Fund reserves the right to do so. Circle Fund does not guarantee that any screening that it opts to do will be done to your satisfaction or that any screening will be done at all. You acknowledge and agree that by using Circle Fund, you may be exposed to Content that is offensive or otherwise objectionable to you.
4.9 You agree that you will not use a site powered by Circle Fund to upload, post, email, otherwise transmit, or post links to any Content that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable;
- promotes illegal activity including, without limitation, the provision of instructions for illegal activity;
- you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- infringes any intellectual property, industrial or other proprietary rights, protected or protectable, under the laws of Canada, any foreign country, or any political subdivision of any country, including, without limitation, all copyrights, moral rights (including rights of attribution and rights of integrity), trademarks, service marks, trade names, logos, brand names and other identifiers, trade secrets (“Rights”) of any party, or contributing to inducing or facilitating such infringement; or is offensive to the spirit and nature of Circle Fund or this Agreement.
4.10 Without first obtaining the written authorization of the owner of any Content made available on or via a site powered by Circle Fund, you agree not to: post such content on any publicly available site or otherwise disseminate such Content otherwise than as permitted by law; or create derivative works based on such Content or any methodology apparent in it.
4.11 Circle Fund reserves the right to monitor some, all, or no areas of a site powered by Circle Fund and any electronic messages or other communications made using or over a site powered by Circle Fund from time to time to verify adherence to this Agreement or any other rules, code of conduct or guidelines posted by Circle Fund or as required by law.
5.0 Software Programs
6.1 Circle Fund is provided as is, with no warranties or conditions whatsoever.
6.2 Circle Fund expressly disclaims all express, implied, and statutory warranties or conditions, including, without limitation, the warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement of rights and those arising through course of dealing, usage or trade.
6.3 Without limiting Sections 6.1 and 6.2, Circle Fund does not warrant that any sites powered by Circle Fund:
- will be available at all times;
- will operate without errors;
- will be accessible regardless of the hardware or software that you wish to employ to access it;
- is absolutely secure, notwithstanding Circle Funds use of commercially reasonable efforts to secure it; or
- is free from viruses or other harmful code, notwithstanding Circle Funds use of commercially reasonable efforts to identify and eliminate such code.
6.4 All exclusions of responsibility or liability set out in this Agreement are made to the fullest extent permitted by law.
6.5 Some jurisdictions do not allow the exclusion of certain implied warranties or limitations on how long an implied warranty may last. If any jurisdiction having applicability to this Agreement does not permit any such exclusion or limitation, Circle Funds total liability to you in connection with any breach of such a warranty shall be subject to Section 7.
7.0 Limitation of Liability
7.1 In no event shall Circle Fund, its representatives or suppliers, be liable for any special, incidental, consequential, exemplary or indirect damages resulting from or arising in connection with a site powered by Circle Fund or this Agreement, including without limitation, loss of revenues, the incapacity to reach any objective, or the loss of data or of computer time use, even if Circle Fund has been advised of the possibility of such damages by you or any other person.
7.2 In no event shall Circle Fund be liable to you or any person on account of your or that person’s use or misuse of and reliance on a site powered by Circle Fund or the Content or other materials accessible on or via a site powered by Circle Fund.
7.3 In no event shall Circle Fund be liable to your or any person with respect to damages incurred by reason of any services or goods received through or advertised on a site powered by Circle Fund or received through any links provided in a site powered by Circle Fund.
7.5 The limitations in Section 7.1, 7.2, 7.3 and 7.4 shall apply regardless of the causes or circumstances giving rise to the claim, even if such claim is based on breach of contract, negligence or other tort, and shall survive a fundamental breach or failure of essential purpose of any limited remedy or this Agreement.
7.6 Some jurisdictions do not allow the exclusion of incidental, special or consequential damages. If any jurisdiction having applicability to this Agreement does not permit any such exclusion or limitation, Circle Funds total liability to you in connection with any incidental, special or consequential damages shall be limited by Section 7.4.
7.7 You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of a site powered by Circle Fund must be filed within one (1) year after such claim or cause of action arises, or be permanently barred.
8.0 Intellectual Property Rights
8.1 Except as expressly provided, you are not granted any rights in or to the Content available on or via a site powered by Circle Fund. All such rights remain with Circle Fund (including its representatives and suppliers) and the copyright owners.
8.2 You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer any aspect of a site powered by Circle Fund, any Circle Fund software programs or any technology used in connection with Circle Fund.
8.3 Circle Fund is a pending trademark of Circle Fund. All other marks that appear throughout a site powered by Circle Fund belong to Circle Fund or the respective owners of such marks, and are protected by law. Any use of any of these marks without the express written consent of Circle Fund or the owner of the mark, as appropriate, is strictly prohibited.
8.4 It is the policy of Circle Fund to investigate and respond to claims of intellectual property infringement.
8.5 To the extent that any jurisdiction applicable to this Agreement has a notice and take-down scheme like the one set out in the Canadian Personal Information Privacy and Electronic Documents Act (PIPEDA), upon receipt of any notice alleging infringement that complies with such a scheme, Circle Fund will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Circle Fund may attempt to contact the person who has posted such material in order to give that person an opportunity to respond to the notification, although Circle Fund makes no promise to do so. Any and all counter notifications submitted by that person will be furnished to the complaining party. In all circumstances, Circle Fund will give the complaining party an opportunity to seek judicial relief in accordance with any applicable laws before Circle Fund replaces or restores access to any material as a result of any counter notification.
8.6 Notices of claimed infringement should be directed to: email@example.com
Please put “Notice of Infringement” in the subject line of all such notifications and include in each such notice a reasonable description of the materials alleged to be infringing and the proprietary rights alleged to be infringed.
9.0 Indemnity and Release
9.1 You agree to indemnify Circle Fund (its representatives and suppliers) and hold them harmless from any and all claims and expenses, including attorney’s fees, arising from or relating to your use or misuse of a site powered by Circle Fund, or from any person’s use of any account or password you maintain for any areas of a site powered by Circle Fund, regardless of whether such use is authorized by you, or from any breach of any of the representations, warranties or agreements made by you hereunder. You are hereby agreeing to release Circle Fund and its representatives and suppliers from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to Circle Fund. You hereby agree to waive all laws that may limit the efficacy of such releases.
10.2 Circle Fund reserves the right, in its sole discretion, to change or modify Circle Fund from time to time including but not limited adding or removing functionality or features or changing its name.
12.0 General Provisions
12.2 Severability. Should any provision of this Agreement be held to be invalid by a court of competent jurisdiction, then that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties.
12.3 Waiver. No waiver of any part of this Agreement will be deemed to be a waiver of any other provision in this Agreement. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in writing and signed by the party waiving enforcement.
12.4 Assignment. Circle Fund may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not resell, assign, sublicense or otherwise transfer your rights or delegate your duties under this Agreement, either in whole or in part, without the prior written consent of Circle Fund.
12.7 Term and Termination. This Agreement shall continue in effect for as long as you use Circle Fund, unless specifically terminated earlier by Circle Fund. All provisions of this Agreement that impose obligations continuing in their nature shall survive termination or expiration of this Agreement.
12.8 Notices. Any notice or other significant communication given to you pursuant to this Agreement shall be in writing, addressed to any email address or address that you provided to Circle Fund when registering and sent to you by email or by nationally recognized overnight courier as applicable. Any notice or other significant communication given to Circle Fund pursuant to this Agreement shall be in writing and sent to Circle Fund at the address listed on Circle Fund in the Contact Us section of that site by fax or nationally recognized courier. Notices shall be deemed to have been received as follows:
- Delivered Deemed to Have Been Received
- Fax On the business day following a confirmed transmission
- Nationally Recognized Overnight Courier On the business day following deposit with the courier
12.9 Titles. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
13.0 Pricing and Refund Policy
© COPYRIGHT 2018 CIRCLE FUND. THE COPYRIGHT TO THESE MATERIALS IS OWNED, WITHOUT RESERVATION, BY CIRCLE FUND. THESE MATERIALS MAY NOT BE COPIED IN WHOLE OR PART WITHOUT THE EXPRESS, WRITTEN PERMISSION OF CIRCLE FUND. THE INFORMATION IN THIS DOCUMENT IS SUBJECT TO CHANGE WITHOUT NOTICE. ALL RIGHTS RESERVED. PRINTED IN CANADA.THIS MASTER TERMS OF SERVICE TOGETHER WITH ALL SIGNED SALES CONTRACTS AND ANY EXHIBITS OR SCHEDULES RELATED THERETO AND ALL DOCUMENTS INCORPORATED BY REFERENCE THEREIN, COPIES OF WHICH HAVE BEEN PROVIDED TO CUSTOMER AND INITIALED BY CUSTOMER CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES, EACH AS IT MAY BE CONFIRMED, AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED (THE “AGREEMENT”) AND SHALL GOVERN ALL SERVICES PROVIDED BY CIRCLE FUND (“Circle Fund”) TO CUSTOMER.
Exhibit A – Anti Spam Policy
BY USING A SITE POWERED BY CIRCLE FUND, YOU AGREE WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY AND TO COMPLY WITH THIS ANTI-SPAM POLICY. Circle Fund is concerned about unsolicited bulk or unsolicited commercial e-mail which breach applicable Canadian anti-spam legislation (“Spam”) and does not want Circle Fund to be associated with the sending, transmission or delivery of Spam.
It is a violation of this Master Terms of Service for users to use any site powered by Circle Fund:
- TO EITHER DIRECTLY OR INDIRECTLY TRANSMIT SPAM; OR VIOLATE APPLICABLE ANTI-SPAM LEGISLATION.
CUSTOMER agrees that it will not use Circle Fund technology to send, transmit or deliver Spam to any PERSON or organization. Certain practices, such as those described below, are often associated with the transmission of SPAM:
- the use of invalid or forged headers;
- the use of invalid or non-existent domain names;
- the employ of any technique to otherwise misrepresent, hide or obscure any information that identifies the point of origin of any e-mail message or the transmission path of that e-mail message;
- the use of other means of deceptive addressing;
- the use of a third party’s internet domain name without that third party’s permission;
- relaying any e-mail messages from or through a third party’s equipment, without the permission of the third party; and
- the inclusion of false or misleading information in the subject line or body of any e-mail message.
Without limiting the remedies available to Circle Fund for any breach of this Agreement, Circle Fund may restrict, suspend or terminate CUSTOMER’S access to Circle Fund at any time and without notice if Circle Fund, in its sole discretion, determines that CUSTOMER has violated this ANTI-SPAM POLICY. Additionally, CUSTOMER could be subject to prosecution under the Criminal Code or civil action, for violation of this ANTI-SPAM POLICY.
Personally identifiable information supplied may be used for aggregate tracking and site usage information that Circle Fund gathers on an anonymous basis as you access Circle Fund websites, including Circle Fund, and in connection with Circle Fund services. It is Circle Fund’s policy to use the personally identifiable information Circle Fund acquires at Circle Fund websites, including Circle Fund, and in connection with Circle Fund services for internal business uses only and to provide products and services to you that you ordered. Circle Fund maintains security measures to keep this information private and agrees not to re-distribute, market, share or sell this information to others.