2. Eligibility & Account Obligations
Eligibility: You affirm that you are of legal age to form a binding contract in your jurisdiction and will comply with all applicable laws. Use by anyone under 13 is strictly prohibited.
Account Security: You are solely responsible for all activity under your account. You must maintain the confidentiality of your credentials and notify us immediately of any unauthorized access.
Account Termination: We reserve the right, without notice or liability, to suspend or terminate your account and access to the Service at our discretion, including for any breach of these Terms.
3. Modification of Service & Terms
Service Changes: We may modify, suspend, or discontinue any part of the Service at any time, without notice or liability.
Terms Updates: We may update these Terms at our discretion. The revised Terms become effective upon posting. Continued use after changes constitutes acceptance.
4. Intellectual Property & License
Ownership: The Service and all content (software, trademarks, text, graphics, logos, and design) are our exclusive property or that of our licensors, protected by IP laws.
Limited License: Subject to your compliance, we grant you a revocable, non-exclusive license to access and use the Service for internal, non-commercial purposes only.
Restrictions: You may not copy, modify, distribute, create derivative works, reverse engineer, or use the Service for any unauthorized purpose.
5. User Content & Community Standards
Content Ownership: You retain ownership of content you submit (“User Content”). You grant us a worldwide, perpetual, royalty-free license to use, reproduce, modify, distribute, and display your User Content.
Standards: You must not post illegal, infringing, harmful, defamatory, obscene, or hateful content. We may remove content at our discretion and suspend accounts without notice.
6. Prohibited Conduct
You agree not to:
Violate any law or third‑party rights.
Use automated scripts or bots without authorization.
Reverse engineer or tamper with the Service.
Introduce malicious code or disrupt the Service.
Harvest data or personal information of other users.
7. Developer API & Integration Terms
License: We grant you a limited, non-exclusive license to use our API for your internal business needs under these Terms and any applicable developer agreement.
Use & Security: You must safeguard API keys, adhere to rate limits, and not share credentials.
Restrictions: No sublicensing, resale, or creation of competing services.
Changes & Deprecation: We may update or deprecate endpoints with 90‑day notice.
Data Compliance: API data must be used only as permitted by our Privacy Policy and not resold or exposed externally.
8. Fees & Payment
Pricing: Fees for premium features or API access are as posted on our website or in your separate agreement.
Payment: You agree to pay all fees incurred, and CircleUp may suspend your access for non-payment.
9. Termination
By You: You may delete your account at any time.
By Us: We may terminate or restrict your access immediately for any breach of these Terms, without refund.
10. Disclaimers & Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, CIRCLEUP DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CIRCLEUP’S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY YOU IN THE SIX (6) MONTHS PRIOR TO THE CLAIM. WE WILL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
12. Indemnification
You agree to indemnify, defend, and hold harmless CircleUp, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, or expenses arising from:
Your violation of these Terms or applicable laws.
Your use or misuse of the Service.
Any User Content you submit.
13. Governing Law & Dispute Resolution
Governing Law: Alberta, Canada law governs these Terms.
Arbitration: Any dispute shall be resolved by binding arbitration in Calgary, Alberta under the Arbitration Act (Alberta).
Class Action Waiver: You agree not to pursue any claim as a class or collective action.
14. Injunctive Relief
You agree that any breach of Sections 4 or 5 may cause irreparable harm to CircleUp for which monetary damages are inadequate. We may seek injunctive relief without waiving other remedies.
15. Severability & Assignment
If any provision is invalid, the remainder stays effective. We may assign or transfer our rights and obligations without your consent.
16. Entire Agreement
These Terms, together with the Privacy Policy, constitute the complete agreement between you and CircleUp regarding the Service.