This Agreement governs all text, articles, photographs, images, graphics, illustrations, creative, copy, artwork, video, audio, music, podcasts, ringtones, games, trademarks, trade names, service marks, and other brand identifiers, designs, plans, software, source and object code, algorithms, data, statistics, analysis, formulas, indexes, registries, repositories, and all other content, information, and materials (collectively, “Content”) available on or through the Service, whether posted, uploaded, transmitted, sent or otherwise made available by us, our licensors, vendors, and/or service providers.
User Qualifications and Account/Profile Creation
The Service is available only to Users who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract. CircleUp may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify CircleUp for violations of this Agreement.
You agree, represent, warrant, and guarantee that all Registration Data provided by you is true, accurate, complete, up-to-date, and solely yours. You may not impersonate, imitate or pretend to be somebody else when registering and/or setting up an account/profile on the Service. If any of your Registration Data changes, you must update it promptly by using the mechanism or contact Data on the Service that allows you to change or update your Registration Data, if available. You will be solely responsible for maintaining the confidentiality of your Registration Data and you may not authorize or permit anyone else to access and/or use your Registration Data, or access, visit and/or use the Service by use of your account/profile and/or Registration Data. You may not access and/or use anyone else's Registration Data, or access, visit and/or use the Service by use of anyone else's account/profile and/or Registration Data. You may not sub-license, transfer, sell, rent or assign your Registration Data to any third party without our written approval. Any attempt to do so will be null and void and shall be considered a material breach of the Agreement.
You are solely responsible for all access or visitation to, usage of, or activity on, your account/profile including, but not limited to, use of the account/profile by any person who uses your Registration Data, with or without authorization, or who has access to any computer, mobile or other device on which your account/profile resides or is accessible. You acknowledge and agree that we may, and you specifically authorize us to, process all transactions, including without limitation purchases and/or registration for additional merchandise, products and/or services, including without limitation Content, that are initiated by use of your Registration Data.
CIRCLEUP AND IT’S INDEMNITEES (AS DEFINED BELOW), SHALL HAVE NO LIABILITY ASSOCIATED WITH OR ARISING FROM YOUR FAILURE TO MAINTAIN ACCURATE, COMPLETE OR UP-TO-DATE REGISTRATION DATA, INCLUDING WITHOUT LIMITATION YOUR FAILURE TO RECEIVE CRITICAL INFORMATION. NEITHER WE NOR OUR INDEMNITEES SHALL BE RESPONSIBLE FOR VERIFYING YOUR REGISTRATION DATA OR FOR YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR REGISTRATION DATA.
CircleUp reserves the right at any time, with or without notice, to remove or require a change to or repossess any password and/or User ID that has been provided to you, any avatar you may be using or other Registration Data, or otherwise change the access means or methods for portions of the Service, the Service as a whole, or certain products and/or services.
The contents of this Site do not constitute financial, legal, or tax advice. None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared by without reference to any particular User's investment requirements or financial situation. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where CircleUp is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.
Modification of Agreement and Service
We reserve the right, but undertake no duty, in our sole discretion, with or without notice, to review, edit, move, add, delete, or otherwise change any features, functionality, and/or Content available on or through, or downloadable from, the Service, including without limitation any Content in your account/profile. This includes updates or upgrades to Content, automatic or otherwise. You agree to accept, and to take no action to interfere with, automatic upgrades or updates. Any changes to the Service may not be consistent across all platforms, computers, or devices. If you do not refresh the Service after each such change, or download the update(s) or upgrade(s), your experience may not reflect the most recent features, functionality, and/or Content, for which CircleUp and its Indemnitees (defined below) disclaim any and all responsibility and liability. If any changes require you to obtain new, additional, or different equipment, hardware, software, and/or telephone, mobile, wireless, Internet and/or other services, you are solely responsible for any additional expense. Even after Content is removed from your account/profile, your messages, post(s), and/or threads, regardless of whether such removal or deletion is by you or by us, copies of that Content may be retained and/or remain viewable by us, our licensors, vendors, service providers and/or other third parties.
The CircleUp logo is a trademark and service mark of CircleUp. CircleUp or its licensors own and retain all proprietary rights in the Site, the Service and all material and information posted thereon ("Content"). The Site contains the copyrighted material, trademarks and other proprietary information of CircleUp and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content, any source code or underlying ideas or algorithms of the Content or Service or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of CircleUp. You may not copy, reproduce, modify, change, edit, crop, alter, revise, adapt, translate, enhance, reformat, remix, rearrange, resize, create derivative works of, move, remove, delete, or erase any copyright, trademark, or other proprietary legends, symbols, marks, or notices on the Service, or attempt to circumvent any mechanisms for preventing the unauthorized reproduction or distribution of Content
In addition, to the extent you receive information from CircleUp, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of any user. You agree that CircleUp may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of CircleUp, its users, or the public.
Our Services and certain pages of the Site are available only to Users who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of satisfactory background information screening and/or identification verification.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must comply with all applicable import and export control laws, rules, and regulations of the United States and other countries, and you must not transfer, by electronic transmission or otherwise, any Content subject to restrictions under such laws, rules, or regulations to a site, application, destination, location, person or entity, or for an end use, prohibited thereby.
CircleUp grants you a limited, non-exclusive license to use this website and any information contained therein for your personal and non-commercial use only. You are solely responsible for all usage of, or activities on, the Service by you and by those you authorize or allow to use, or provide access to, the Service, for example, by authorizing or allowing access to your account/profile or any computer, mobile or other device on which the Service resides or is accessible Content and all other intellectual property rights in or on CircleUp’s website, as well as any products and services offered through CircleUp’s website, are owned by CircleUp, CircleUp’s licensors, and/or CircleUp’s partners and is protected by copyright, trade dress, patent and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You may not distribute, perform, display, modify, reproduce, license, lease, sell, transmit, transfer, publish, copy, create derivative works from, rent, decompile, disassemble, reverse engineer, or otherwise use in any other way for commercial or public purposes any information, software, products or services obtained from this website unless expressly authorized by CircleUp to do so. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to any content or information on the CircleUp website or provided to you by CircleUp.
Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, impair, or interfere with our operation of the Site or Service or interfere with any other party's use and enjoyment of the Site or Service. You may not falsely state, represent, or imply any affiliation, association, or connection between any person or entity, including without limitation you, your company, or your site, application, destination or service, with the Service, CircleUp, or our licensors, vendors and/or service providers. You may not use any bots, cheats, macros, scripts, or run Maillist, Listserv or any form of auto-responder, or use any other automated process, or engage in meta-searching or periodic caching of information, to access, visit and/or use the Service, including without limitation to post, upload, transmit, send, or other make available Content on or through the Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. Your agree that your use of the Service may not include any attempts to attack, hack, destroy, damage, disable, impair, alter, tamper or interfere with the Service or to post, upload, transmit, send or otherwise make available on or through the Service any software disabling devices, time bombs, Trojan horses, cancelbots, viruses, worms, bugs, corrupted files, spyware, adware, malware, malicious programs or code, or devices or defects of similar nature. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. CircleUp reserves the right at its discretion to suspend or cancel your password or otherwise immediately disconnect you from the service, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
CAUTION: ANY ATTEMPT TO DO ANY OF THE FOREGOING PROHIBITED ACTS, OR TO OTHERWISE UNDERMINE THE OPERATION OF THE SERVICE, MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAW. SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT, IN ADDITION TO OUR OTHER REMEDIES, TO SEEK DAMAGES (INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES) FROM ANY SUCH INDIVIDUAL OR ENTITY TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION.
Use of Links
Third Party Content and Mobile Participants
Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively "Third Party Content"). CircleUp does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that CircleUp is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.
You understand and agree that various entities unaffiliated with us make up the "mobile ecosystem " that enables you to access, visit and/or use the Service via your computer, mobile or other device, including without limitation equipment, hardware and software manufacturers and providers, telephone, mobile, wireless, and Internet network providers and carriers, and sellers or providers of Content for use with the Service (collectively, the "Mobile Participants"). We do not represent, warrant or guarantee that all portions of the Service, or the Service as a whole, can be accessed via all mobile or other devices, or via all carriers and service plans or is available in all geographic locations. THESE MOBILE PARTICIPANTS MAY REQUIRE THAT YOU AGREE TO THEIR ADDITIONAL TERMS, CONDITIONS, CONTRACTS, AGREEMENTS AND/OR RULES. YOUR COMPLIANCE WITH ANY SUCH ADDITIONAL TERMS, CONDITIONS, CONTRACTS, AGREEMENTS AND/OR RULES IS SOLELY YOUR RESPONSIBILITY AND WILL HAVE NO EFFECT ON YOUR CONTINUING OBLIGATION TO COMPLY WITH THE AGREEMENT WHEN USING THE SERVICE. WE AND OUR INDEMNITEES SPECIFICALLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE ACTS OR OMISSIONS OF SUCH MOBILE PARTICIPANTS.
If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify CircleUp as soon as possible by sending an email to email@example.com, or by contacting CircleUp's Agent (listed below) with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
CircleUp's agent may be contacted at:
Incorporating Services, Ltd
3500 South DuPont Highway
Dover, DE 19901
We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, CircleUp will also terminate a User's account if the user is determined to be a repeat infringer.
IMPORTANT: Misrepresentations made in a notice claiming that content or activity is infringing violates the Digital Millennium Copyright Act and may expose you to liability for damages (including costs and attorneys' fees). Courts have found that you must consider copyright defenses, limitations or exceptions before sending a notice. Accordingly, if you are not sure whether content residing on our service infringes your copyright, we suggest that you first contact an attorney. In addition, please determine whether the content you are sending a notice about is actually residing on our service before sending the notice. THIS INFORMATION IS FOR YOUR INFORMATIONAL PURPOSES ONLY AND IS NOT LEGAL ADVICE.
CircleUp may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with you. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
CircleUp has no special relationship with or fiduciary duty to you. You acknowledge that CircleUp has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release CircleUp from all liability for you having acquired or not acquired Content through the Site. CircleUp makes no representations concerning any Content contained in or accessed through the Site, and CircleUp will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
CircleUp neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.
THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY CONTENT CONTAINED ON THE SITE OR PROVIDED BY US OR THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.
CircleUp makes no representation or warranty, express or implied, with respect to any third party data provided to CircleUp or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. CircleUp will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by CircleUp or "force majeure" or any other cause beyond the control of CircleUp.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF ACCURACY, RELIABILITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. THE AGREEMENT IS NOT SUBJECT TO THE LAWS OF SUCH STATES, BUT TO THE EXTENT A CLAIM IS BROUGHT THEREIN, OUR WARRANTIES ARE LIMITED TO THE EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR".
Electronic Communication Privacy Act Notice (18usc 2701-2711): CircleUp makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. CircleUp will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on CircleUp's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless CircleUp, its affiliates, licensors, vendors, service providers and each of our and their respective employees, members, contractors (independent and sub-contractors), directors, officers, agents, suppliers and representatives, successors and assigns (our “Indemnitees”) from and against any and all claims of liabilities, claims, disputes, demands, proceedings, causes of action, judgments, damages, losses costs and expenses, including reasonable attorneys' fees, of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed that arise from or relate to your use or misuse of, or access or visitation to, the Site, Service, Content or otherwise from your User Submissions, violation of the Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. CircleUp reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with CircleUp in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL CIRCLEUP, NOR ITS INDEMNITEES, BE LIABLE TO YOU OR ANY THIRD PARTIES UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE, YOUR ABILITY OR INABILTY TO ACCESS, VISIT AND/OR USE THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE OR OTHER DEVICE OR FOR SOFTWARE DISABLIING DEVICES, TIME BOMBS, WORMS, BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE AGREEMENT IS NOT SUBJECT TO THE LAWS OF SUCH STATES, BUT TO THE EXTENT A CLAIM IS BROUGHT THEREIN, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW
Governing Law; Arbitration
The Service is based in the United States. It is not designed, customized or intended for, or directed to, any other country. Those who choose to access, visit and/or use the Service do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. CircleUp makes no representation, warranty or guarantee that the Service, or any merchandise, products, services, and/or Content available on or through the Service are appropriate, available, or legal in any particular geographic location.
If this does not resolve the dispute and unless otherwise agreed in writing by User and CircleUp, you agree that the dispute shall be finally resolved by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against CircleUp only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
If the arbitrator finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, that provision or portion will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of the Agreement will continue to be valid and enforceable in full force and effect.
Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to CircleUp, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to CircleUp.
Integration and Severability
Electronic Business Consent
By using our Service, you hereby agree and consent to receive all notices, disclosures, documents, analyses, and all other materials and communications concerning you or CircleUp, including, without limitation, information required or permitted to be provided to you under this Agreement or any other Agreement between you and CircleUp. Electronic Business includes, but is not limited to, means via email, the Site, or any other form of electronic communication. You agree and consent to transact business with CircleUp online and electronically. As such, by accessing the Site and submitting your information, you consent to transact business electronically and to receive electronically all disclosures, documents, communications, notices, contracts, and agreements resulting from or relating in any way to your or our rights, obligations, or Services under this Agreement or any other interaction or agreement between you and CircleUp from CircleUp, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, at any telephone number, or physical or electronic address you provide or at which you may be reached.
Opt-Out: You can revoke your consent by contacting us via email at firstname.lastname@example.org.
Additional State Law Notices
California Residents Loans to California residents are made pursuant to CircleUp Credit Advisors LLC’s California Finance Lenders License (No. 60DBO-69106).
Equal Credit Opportunity & Fair Lending
The purpose of the Equal Credit Opportunity Act and Consumer Financial Protection Bureau Regulation B is to require financial institutions and other firms engaged in the extension of credit, including business and commercial credit, to make credit equally available to all creditworthy customers on a prohibited bases.
Unfair and Deceptive Acts and Practices
Section 5 of the Federal Trade Commission Act (“FTC Act”) broadly prohibits unfair or deceptive acts or practices affecting commerce. CircleUp and its service providers are required to comply with the FTC Act in connection with all of its credit-related activities.
CircleUp Credit Advisors LLC
30 Maiden Lane, Floor 6
San Francisco, CA 94108
July 24, 2017