Thank you for selecting the Services offered by SMB Resources LLC d/b/a Circl and/or its subsidiaries and affiliates. For purposes of this Agreement, the terms “Circl”, “we”, “our”, or “us” refer to SMB Resources LLC, its successors and assigns, and any of its third party service providers who Circl uses in connection with the provision of the Services to you. You agree that by creating an account with Circl, or accessing or using our Services and Website (as defined below), you represent to Circl that you have read, understood, and expressly consent and agree to be bound by this Terms of Service Agreement, and the terms, conditions, and notices contained or referenced herein (“Agreement”) whether you are a “Visitor” (which means that you simply browse or access the Circl.com website or website pages that are associated with or within the Circl.com website (collectively, the “Website”)), or a “Customer” (which means that you have created an account with Circl, or enrolled or registered with a Website, or are accessing or using a Service). This Agreement is a legal agreement between you and SMB Resources LLC. If you do not agree to this Agreement, then you should not access or use our Services and Website. You may not use any of the Services and you may not accept this Agreement if you are not legally authorized to accept and be bound by these terms or are not at least 18 years of age and, in any event, of a legal age to form a binding contract with us.
This Agreement explains the terms governing your access and use of the Website and use of our Circl online services provided to you on the Website, including updates and new releases (collectively, the “Services”). This Agreement includes by reference:
Please be advised that this Agreement contains provisions that govern how claims you and we have against each other are resolved (see "Disclaimer of Representations and Warranties, “Limitations on Circl’s Liability" and "Disputes" provisions below). It also contains an agreement to arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration. Under the agreement to arbitrate, the parties will (1) only be permitted to pursue claims against each other on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
The contents of the Services, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark, trade secret and other laws. The contents of the Services belong or are licensed to Circl or its software or content suppliers. Until termination of this Agreement and as long as you meet any applicable payment obligations, data limits, and otherwise comply with this Agreement, Circl grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services. Circl grants you the right to view and use the Services subject to these terms. Circl reserves all other rights in the Services. Your right to access and use the Website and the Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Website and Services for lawful purposes. You may download or print a copy of information for the Services for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Services in whole or in part for any other purpose is expressly prohibited without our prior written consent.
These Services are not intended for use by the United States federal government or other entities utilizing federal appropriated funds to acquire a license to the Services (collectively “Federal Users”). A license for use by Federal Users is not granted and any such usage is prohibited. In the event any Federal User should purport to acquire a license to the Services, such license is hereby nullified and declared void and no contract between SMB Resources LLC and a Federal User shall result from such purported acquisition. We reserve the right in our sole discretion to restrict such Federal User’s access or use of the Services.
Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that Circl, in its sole discretion, may elect to take. In no event will Circl be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.
Your sole and exclusive remedy for any failure or non-performance of the Services, including any associated software or other materials supplied in connection with such services, will be for Circl to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable service.
Mobile access to the Services requires internet access, and may not be available for all mobile devices or telecommunication providers. You will need to check the Services website to ensure your mobile device and telecommunications provider is compatible with the Services. Circl is not obligated to provide a compatible version of the Services for all mobile devices or telecommunication providers, which are subject to change by us at any time with reasonable notice to you. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
CIRCL MAKES NO WARRANTIES OR REPRESENTATION OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (I) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (II) ANY LOSS, DAMAGE, OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (III) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
For the purposes of the California Consumer Privacy Act (“CCPA”), we shall be considered a Business and/or Third Party, as applicable. Where Circl acts as a Third Party, you represent, warrant and covenant that all Personal Information provided or otherwise made available to Circl is done so in compliance with applicable law, and that you have provided all necessary and appropriate notices and opt-outs, and otherwise have all necessary and appropriate rights, to enable Circl to: (i) share any and all Personal Information you provided with any Circl company, including SMB Resources LLC and any parent, subsidiary, affiliate, or related company of SMB Resources LLC (collectively, the “Circl Family Companies”), and (ii) use any such Personal Information in connection with any and all Circl Family Companies’ internal operations and functions, including, but not limited to, improving such Circl Family Companies’ products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, the parties agree that the sharing of Personal Information between Circl Family Companies does not constitute a “sale” of such Personal Information under the CCPA. Capitalized terms in this paragraph have the meanings given those terms under the CCPA.
Users may direct Circl to retrieve their own information maintained online by third-parties with which they have customer relationships, maintain accounts or engage in financial transactions (“Account Information”). Circl works with one or more online service providers to access this Account Information. Circl does not review the Account Information for accuracy, legality or non-infringement. Circl is not responsible for the Account Information or products and services offered by or on third- party sites.
Circl cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Circl cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Services, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information through the Services, in the manner prescribed in the associated instructions.
The Services may include sponsored links from advertisers. The Services may display information relating to third party products or services that may be custom matched to you based on information stored in the Services, queries made through the Services or other information (“Offers”). We may disclose when a particular Offer is sponsored or otherwise provided by a third party.
In connection with Offers, the Services will provide links to other web sites belonging to Circl advertisers and other third parties. Offers are provided to you as a convenience. Circl does not endorse, warrant or guarantee the products or services available through the Offers (or any other third-party products or services advertised on or linked from our site), whether or not sponsored. Circl is not an agent or broker or otherwise responsible for the activities or policies of those web sites. Circl does not guarantee that the loan, investment, plan or other service terms, rates or rewards offered by any particular advertiser or other third party on the Website are actually the terms that may be offered to you if you pursue the offer or that they are the best terms or lowest rates available in the market. Information in the Offers are provided by the third parties, and any offer is subject to the third parties’ review of your information. Circl may receive compensation from third parties which may impact the placement and availability of the Offers.
In order to allow you to use the Services, you will need to sign up for an account with Circl. We may verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. These inquiries may include asking you for further information, requiring you to provide your full address, your date of birth, your social security number and/or requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying information you provide against third party databases or through other sources. If you do not provide this information or Circl cannot verify your identity, we can refuse to allow you to use the Services.
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your e-mail address, allows you to access the Website. That e-mail address and password, together with any mobile number or other information you provide form your “Registration Information.” By providing us with your e-mail address, you consent to receive all required notices and information. Electronic communications may be posted on the Services site and/or delivered to your e-mail address that we have on file for you. It is your responsibility to promptly update us with your complete, accurate contact information, or change your information, including email address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser. Your consent to receive communications electronically is valid until you end your relationship with us. If you later decide that you do not want to receive future communications electronically, please notify us via email or simply unsubscribe. If you withdraw your consent to receive communications electronically, we may terminate your use of the Services.
You may print a copy of any electronic communications and retain it for your records. We reserve the right to terminate or change how we provide electronic communications and will provide you with appropriate notice in accordance with applicable law.
If you become aware of any unauthorized use of your Registration or Account Information for the Services, you agree to notify Circl immediately at the email address – firstname.lastname@example.org.
If you believe that your Registration or Account Information or device that you use to access the Services has been lost or stolen, or that someone is using your account without your permission, you must notify us immediately in order to minimize your possible losses.
By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to Circl through the Services, you are licensing that content to Circl for the purpose of providing the Services. Circl may use and store the content in accordance with this Agreement and our Privacy Statement. You represent that you are entitled to submit it to Circl for use for this purpose, without any obligation by Circl to pay any fees or be subject to any restrictions or limitations. By using the Services, you expressly authorize Circl to access your Account Information maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. When you use the “Link Account” feature of the Services, you will be directly connected to the website for the third party you have identified. Circl will submit information including usernames and passwords that you provide to log into the website. You hereby authorize and permit Circl to use and store information submitted by you to accomplish the foregoing and to configure the Services so that it is compatible with the third party sites for which you submit your information. For purposes of this Agreement and solely to provide the Account Information to you as part of the Services, you grant Circl a limited power of attorney, and appoint Circl as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN CIRCL IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, CIRCL IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Services. Circl is not responsible for any payment processing errors or fees or other Services- related issues, including those issues that may arise from inaccurate account information.
You agree not to use, nor permit any third party to use, the Website or the Services or content in a manner that violates any applicable law, regulation or this Agreement.
You agree you will not:
You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:
You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Circl or could subject Circl to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in our opinion, is prohibited under this Agreement; (v) any other activity that places us in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of a Circl system or network or to breach Circl’s security or authentication measures, whether by passive or intrusive techniques. We reserve the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.
You are responsible for all content you submit, upload, post or store through the Services. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are submitted, uploaded, transmitted, posted, generated, stored or otherwise made available through the Services (“Content”), which will include without limitation any Content that account holders (including you) provide through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Circl is not responsible for any of your Content that you submit through the Services. By submitting Content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non- exclusive, royalty-free, sublicenseable and transferable license to host, use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the Content in connection with Services and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted Content through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content as permitted through the functionality of the Services and under this Agreement.
You acknowledge that the Services are not intended for permanent storage and agree not to use the Services for general archiving or back-up purposes. You also agree not to store “critical” data on the Services, including without limitation data pertaining to power generation, military or national security, or any function to sustain or rescue the health or well-being of any person.
The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Circl does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Circl is not responsible.
You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant SMB Resources LLC a perpetual, fully transferable, sublicensable, non-revocable, fully paid- up, royalty free license to use the feedback you provide to us in any way.
Circl may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect Circl or its customers, or operate the Services properly. Circl, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
Our Services may contain features designed to interoperate with third-party services such as Facebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among users who have registered to use them. Any content you post, such as pictures, information, opinions, or any Personal Information that you make available to other participants on these social platforms, is subject to the Terms of Service and Privacy Policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content. Such features depend on those third-party providers continuing to make their services, including their application programming interfaces (“APIs”) where applicable, available for the Services. If any of those third-party service providers ceases to make its applicable services or APIs available on reasonable terms to Circl, we may cease providing the corresponding features without entitling you to any refund, credit, or other compensation.
THE WEBSITE, SERVICES, INFORMATION, DATA, FEATURES, AND ALL CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SERVICES OR PROVIDED THROUGH THE SERVICES (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. CIRCL, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE WEBSITE OR OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
NEITHER CIRCL OR ITS SUPPLIERS MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE WEBSITE OR OF THE SERVICES (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER CIRCL OR ITS SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
CIRCL SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE WEBSITE, THE SERVICES, OTHER SERVICES, OR THIS AGREEMENT OR RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET CIRCL’S SYSTEM REQUIREMENTS, EVEN IF CIRCL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS EITHER DO NOT ALLOW OR PLACE RESTRICTIONS UPON THE EXCLUSION OR LIMITATION OF DAMAGES IN CERTAIN TYPES OF AGREEMENTS; FOR THESE JURISDICTIONS, THE AFOREMENTIONED LIMITATION ON LIABILITY SHALL BE TO THE MAXIMUM DEGREE PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CIRCL’S, ITS AFFILIATES’ AND SUPPLIER’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $100.00 (ONE HUNDRED UNITED STATES DOLLARS). THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF CIRCL, ITS AFFILIATES AND SUPPLIERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to defend, indemnify and hold harmless Circl and its officers, directors, shareholders, members, affiliates, agents and employees, from and against all claims, suits, demands, proceedings, losses, liabilities, and expenses, whether in tort, contract, or otherwise, including but not limited to attorney’s fees, in whole or in part arising out of or attributable to any breach of this Agreement or any activity by you in relation to the Website or your use of the Services (collectively referred to as “Claims”). Circl reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Circl in the defense of any Claims.
Circl does not give professional advice. THE SERVICES ARE NOT INTENDED TO PROVIDE LEGAL, TAX, ACCOUNTING OR INVESTMENT/RETIREMENT PLANNING ADVICE. The Services are intended only to assist you in your financial organization and decision-making and are broad in scope. Your personal financial situation is unique, and any information and advice obtained through the Service may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other certified financial advisers who are fully aware of your individual circumstances.
You may be offered other services, products, or promotions by Circl (“Other Services”). Additional terms and conditions and fees may apply. With some Other Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Circl permission to use information about your business and experience to help us to provide the Other Services (including other Services you might be interested in), to develop new Services, and to enhance the Services.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or Services, including Other Services with or without notice. Circl reserves the right to change the Services, including fees as may be applicable, in our sole discretion and from time to time. In such event, if you are a paid user to Other Services, we will provide notice to you. If you do not agree to the changes after receiving a notice of the change to the Services, you may stop using the Services. Your use of the Services, after you are notified of any change(s) will constitute your agreement to such change(s). You agree that Circl will not be liable to you or to any third party for any modification, suspensions, or discontinuance of the Services. We reserve the right to modify this Agreement, in our sole discretion, at any time. Such modifications may be effective when posted through the Services or on our Website for the Services or when we notify you by other means. It is important that you review this Agreement whenever we modify it because you are deemed to accept and agree to be bound by any changes to the Agreement when you use the Services after those changes are posted.
This Agreement will continue to apply until terminated by either you or Circl as set out below. If you want to terminate this legal agreement for the Services and close your account, please email email@example.com with subject line: CLOSE ACCOUNT.
Circl may at any time, terminate its legal agreement with you and access to the Services:
You acknowledge and agree that Circl may immediately deactivate or delete your account and all related information and files in your account and/or prohibit any further access to all files and the Services by you. Further, you agree that Circl will not be liable to you or any third party for any termination of your access to the Services. Any termination of this Agreement shall not affect Circl’s rights to any payments due to it. Sections XI, XII, XIII, XVII, XVIII and XIX will survive and remain in effect even if the Agreement is terminated.
Florida state law governs this Agreement without regard to Florida’s conflict of laws provisions.
ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO YOUR RELATIONSHIP WITH CIRCL, THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT,except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Florida law to all other matters. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND CIRCL ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. UNLESS BOTH YOU AND CIRCL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER CIRCL CUSTOMERS.
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to CIRCL should be addressed to: SMB Resources LLC, 6611 San Vicente St., Coral Gables, FL 33146. The Notice must describe the nature and basis of the claim or dispute and set forth the specific relief you seek from Circl (“Demand”). If Circl and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Circl may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Circl or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Circl is entitled. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. In any arbitration, the arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, and shall determine the prevailing party for this purpose.
YOU HAVE THE RIGHT TO OPT OUT OF THIS PROVISION COVERING DISPUTE RESOLUTION BY BINDING ARBITRATION WITHIN 30 DAYS OF THE CREATION OF YOUR ACCOUNT WITH CIRCL. IN THE EVENT YOU CREATE AN ACCOUNT WITH CIRCL AND DO NOT OPT OUT OF THIS PROVISION WITHIN 30 DAYS, YOUR INACTION SHALL BE DEEMED TO BE CONSENT TO THIS PROVISION COVERING DISPUTE RESOLUTION. YOU MAY OPT OUT OF THIS PROVISION BY E-MAILING US AT SUPPORT@JOINCIRCL.COM OR BY WRITING TO SMB RESOURCES LLC, 6611 SAN VICENTE ST., CORAL GABLES, FL 33146. ANY OPT-OUT RECEIVED AFTER THE OPT-OUT DEADLINE (OR, IN THE CASE OF THOSE MAILED, POSTMARKED AFTER THE OPT-OUT DEADLINE) WILL BE INVALID, AND YOU MUST PURSUE YOUR CLAIM IN ARBITRATION.
This Section 19 shall survive expiration, termination or rescission of this Agreement.
This Agreement, and all services agreements, attachments, exhibits, and schedules annexed hereto, is the entire agreement between you and Circl regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. Any license of Circl software or purchase of Circl services and support are made pursuant solely to the terms and conditions of this Agreement. Notwithstanding the content of any other printed or pre-printed document relating to the subject matter herein, the terms and conditions contained in this Agreement shall take precedence over any contract or other document between you and Circl, and shall be incorporated by reference into any subsequent purchase order, sales order, or contract, and any conflicting, inconsistent, or additional terms and conditions contained therein shall be null and void. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You may not assign or transfer this Agreement to anyone without written approval of Circl. However, Circl may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by SMB Resources LLC or (c) a successor by merger. Any assignment in violation of this Section shall be void.