Terms of Use

CONTENT CIRCLES, INC.
SOFTWARE AND SERVICE AGREEMENT

Effective Date: December 1, 2008

This Software and Services Agreement (this "Agreement") is a legal agreement between Content Circles, Inc. ("Content Circles," "we" or "us") and you (the individual signing up for the Service and any entity on whose behalf such individual uses the Service) regarding the Content Circles service (the "Service") and accompanying software (the "Software") provided through this website ("Site").

IF YOU HAVE READ AND UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT CLICK THE "I ACCEPT" BUTTON BELOW. IF NOT, CLICK "I DO NOT ACCEPT" AND YOU WILL NOT BE PERMITTED ACCESS TO THE SOFTWARE OR SERVICE.

Access to the Software and Service. During the Term (as defined below), Content Circles grants you a non-exclusive, non-transferable, limited license to download, install and use the Software to access and use the Service to create and maintain collaboration circles ("Circles") for your internal business purposes only, subject to the terms and conditions of this Agreement. You may make sufficient copies of the Software as needed solely for your permitted use of the Service and for back-up purposes, provided that you reproduce and include all copyright and other proprietary rights notice(s) on all copies.

Rights And Obligations Regarding Your Users. You are responsible for (a) authorizing users to your Circles, including the scope of each such user's access, (b) building and managing portions of the Circles, within the limits of the Service and subject to this Agreement, in order to customize the Circle for your use and your user base, (c) notifying us of users who you are aware are in violation of this Agreement, and (d) terminating, or cooperating with us in terminating, access to your Circles by users who are in violation of this Agreement. All authorized users must agree to this Agreement in order to use the Software or Service, including access to your Circles.

Registration. In registering for the Service, you agree to provide and maintain accurate and complete information about yourself. In registering, you will designate a user name and password. You are responsible for maintaining the confidentiality of these items and for all activities that occur under them, whether or not authorized by you.

Our Rights. All rights, title and interest to the Software and Service are exclusively owned and reserved by Content Circles (other than your limited right to use the Software and Service in accordance with this Agreement) and are protected by copyright, trademark and other intellectual property laws and international treaties. You agree not to remove, deface or obscure our proprietary notices on the Software or Service, or any output generated by either. If you choose to provide Content Circles with any suggestions, comments and other feedback regarding the Software, Service or Site, you agree that (a) such feedback will become the property of Content Circles, (b) you will, and hereby do, assign all copyright and other rights you have to such feedback to Content Circles, and (c) we may use it for any purpose at our sole discretion without compensation of any kind to you. We do not wish to receive, and you agree you will not provide, feedback that is subject to any intellectual property or other right of any third party.

Payment. A valid credit card or purchase order is required for all accounts that are not designated by us as free. You will be charged for the Service in advance on a monthly or annual basis as per a separate subscription agreement ("Subscription Agreement"). Payments are non-refundable, and no refunds or credits for partial months or unused months, will be issued. Upon sixty (60) days prior written notice, Content Circles reserves the right to change the fees for any Renewal Term, or in the event of any material increase in the cost of delivery of the Service, including third party supplier or licensor fees. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you agree to pay all such taxes, levies, or duties, excluding only United States (federal or state) taxes imposed on Content Circles's income. You agree to pay a late fee of 1.5% per month (or, if less, the maximum amount allowed by applicable law) for past due payments and any and all costs and expenses incurred by Content Circles (including collection agency, attorneys' fees and the like) relating to collection of past due amounts.

Modifications. We may change this Agreement from time to time, so you should check back to this page for the updated agreement. We also reserve the right to modify the Software and Service at our sole discretion, and we also may impose rules and limits on use of the Software and Service or restrict access to part or all of the Software or Service. For any changes we deem significant, we will post a more prominent notice to the Site of the change. If you disagree with any of these changes, you must terminate your use of the Service and give written notice to us as provided in the next paragraph. Otherwise, we will consider your continued use of the Service to be acceptance of the change.

Term; Termination. This license is in effect for the period as designated in the Subscription Agreement ("Initial Term") and will automatically renew for one or more successive periods of same duration each (each a "Renewal Term", and collectively with the Initial Term, the "Term"), until terminated. Either party may terminate this Agreement by providing not less than sixty (60) days prior written notice prior to the expiration of the Initial Term or any Renewal Term. We may suspend and/or terminate this Agreement and your access to the Service if you fail to pay any amounts due within five (5) business days after our notice to you. You may terminate this Agreement with thirty (30) days prior written notice if we make a modification to this Agreement or the Service as provided in the preceding paragraph so long as you provide such written notice within thirty (30) days of the effective date of the change. Either party may terminate this Agreement if the other party (including its user) commits a material breach of this Agreement and the other party does not cure such breach within thirty (30) days after being provided written notice.

Effect of Termination. Upon any expiration or termination of this Agreement, Content Circles will immediately deactivate your Circles. You may continue to use the Software to access your Circles and content on your own computer but you will not be able to collaborate with others in those Circles. You may also continue to use the Software, however, to collaborate with others in their active circles and such use would be subject to the terms and conditions of this Agreement. No refunds are provided upon any expiration or termination of this Agreement.

Your Content. You may transmit and upload communications, data, text, images, photographs, files, documents, information, content and other materials (collectively, "Content") in connection with your use of the Services. You grant Content Circles permission to access the Content and perform the actions necessary to carry out the Service. Content Circles does not verify, endorse or claim ownership of any Content, and you retain all right, title and interest in and to, and responsibility and liability for, the Content. Content Circles does not store Content except as necessary for Content Circles to perform the Service. Content Circles may impose reasonable limitations on the Content, such as limits on file size, storage space, processing capacity, time frames for retention of Content, and similar limitations as otherwise determined by Content Circles in its sole discretion. We have no responsibility for the transmission or deletion of your Content, and cannot and do not guarantee that any Content will be free from third party intrusion. Content Circles may restrict any Content that Content Circles deems to be in violation of this Agreement.

Use Restrictions. In connection with your access and use of the Software and Service, you agree that you will not nor will you permit any user or third party to:

1. introduce harmful software code or materials of any kind that may damage Content Circles or a third party's computer, network, system or information;
2. use the Software or Service in any way that could disable, overload, or otherwise damage any Content Circles server or any connected network(s) or interfere with any third party's use of the Software or Service;
3. transmit, upload, distribute or otherwise make available files that contain data, images, photographs, software or other material protected by copyright, trademark or other intellectual property laws, or by rights of privacy or publicity unless you own or control such rights or have all necessary consents from third parties to do the same;
4. attempt to mislead others about your identity or the origin of a message or other Content, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, fraudulent, misleading, or inaccurate;
5. attempt to gain unauthorized access to service, materials, other accounts, systems or networks through hacking, password mining or any other means;
6. reverse engineer, decompile or otherwise attempt to discern the source code, algorithms or other trade secrets relating to the Software or Service;
7. modify, adapt, translate or create derivative works of the Software, or use the Software or Service to create any competing product or service;
8. sell, lease or otherwise provide access to or use of the Software or Service by any third party, including without limitation, on a timeshare or service bureau basis;
9. extract, harvest or otherwise collect information, including e-mail addresses or other private information about any third party without that party's express consent; or
10. disclose to any third party the results of any benchmarking regarding the Service or the Software without Content Circles's prior written consent;
11. transmit, upload, distribute or otherwise make available junk mail, spam, surveys, contests, pyramid schemes, chain letters or other unsolicited e-mail or messages;
12. violate any applicable export law, rule, regulation or treaty applicable to your use of the Software and the Service; or
13. transmit, upload, distribute or otherwise make available Content that advocates, promotes, incites, instructs, assists or otherwise encourages violence, or that promotes, solicits or includes inappropriate, profane, obscene, indecent, vulgar, pornographic or otherwise objectionable content or activity;
14. is harmful to minors;
15. transmit, upload, distribute or otherwise make available Content that promotes, solicits or includes defamatory, harassing, abusive or threatening content or activity; or
16. otherwise engage in or promote illegal activity of any kind or activity that violates the legal rights of any third party.

Privacy Policy. Please see our Privacy Policy (http://www.contentcircles.com/content/privacy-policy) which describes our collection, use and disclosure to third parties of your personal information submitted to us in connection with the Service. You expressly consent to the transfer and processing of your data (including personally identifiable data) in the United States and other countries.

No Obligation to Monitor. You acknowledge that the Content is transmitted or uploaded using the Software (i.e., on an automated basis) and that Content Circles has no obligation to monitor the Service, or the Content available on or through the Service. However, we reserve the right to do so and to take any action as reasonably necessary or advisable to comply with any law, governmental request or legal process, and otherwise to protect us, the Site, Software and Service.

Your Warranty and Indemnity to Us. You represent and warrant that you have all necessary right, power and authority to enter into this Agreement, to bind the entity on whose behalf you use the Software or Service (if applicable), and to perform your obligations under this Agreement. You agree to defend, indemnify and hold harmless Content Circles, our directors, officers, employees, agents, vendors and affiliates from and against any and all claims, losses, liabilities (including attorney fees), damages, costs and expenses, in any way arising from or related to your use of the Software, Service or Site (including but not limited to your Content), or your violation of this Agreement.

DISCLAIMER OF WARRANTIES. WE PROVIDE THE SOFTWARE AND SERVICE ON AN "AS IS" and "AS AVAILABLE" BASIS AND DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Content Circles will use commercially reasonable efforts to block the transmission or uploading of content to or through the Service that contains viruses or other harmful code detected by using industry standard virus detection software. HOWEVER, CONTENT CIRCLES HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR ACCURACY OF CONTENT, THE FAILURE TO STORE, TRANSMIT OR RECEIVE TRANSMISSION OF CONTENT (WHETHER OR NOT PROCESSED BY THE SOFTWARE OR SERVICE), OR THE SECURITY, PRIVACY, STORAGE OR TRANSMISSION OF OTHER COMMUNICATIONS ORIGINATING WITH OR INVOLVING USE OF THE SOFTWARE OR SERVICE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND SOFTWARE IS WITH YOU. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You may have other legal rights which vary from state to state.

LIMITATION OF LIABILITY. IN NO EVENT SHALL CONTENT CIRCLES OR ANY OF OUR DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS OR DATA, OR THE COST OF SUBSTITUTE SOFTWARE OR SERVICE) IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, SERVICE OR SITE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, Content Circles's entire liability arising under or relating to this Agreement, including the Service and/or Software, shall not exceed the amounts you paid under this Agreement during the three-month period prior to the liability arising.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Governing Law; Dispute Resolution. The laws of the State of California, excluding its conflicts-of-law provisions, govern the interpretation and enforcement of this Agreement. You expressly agree that exclusive jurisdiction and venue for any claim or dispute relating to your use of the Software and Service shall be in the state and federal courts of Santa Clara County, California.

Electronic Communications. You agree that we may communicate electronically through the Service, the Site or other forms of electronic media (including e-mail), and that such communications, as well as notices, disclosures, agreements and other communications that we provide to you electronically (such as by posting on the Site), are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by us.

U.S. Government Users. If you are the U.S. Government or a contractor or subcontractor (at any tier) of the U.S. Government, and are licensing the Software for use by the U.S. Government or in connection with any contract or other transaction with the U.S. Government, you acknowledge that by accepting delivery of the Software, the Software qualifies as commercial computer software and that any accompanying documentation qualifies as commercial computer software documentation within the meaning of the acquisition regulations and contract clauses applicable to this procurement. The terms and conditions of this Agreement are fully applicable to the Government's use and disclosure of the Software and documentation, and shall supersede any conflicting terms or conditions. If this Agreement fails to meet the Government's needs or is inconsistent in any respect with Federal law, you agree not to use, and to destroy, the Software and documentation and that you may not have access to the Service.

Publicity. Each party will obtain the other party's written consent prior to any other disclosure or any publication, presentation, public announcement, or press release concerning the parties' relationship pursuant to this Agreement, not to be unreasonably withheld. Notwithstanding the foregoing, during the Term, Content Circles may list you as its customer in marketing, advertising, and promotional materials.

Copyright Agent. If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please forward the following information in writing to the Copyright Agent named below:

• Information reasonably sufficient to permit us to contact you, such as your name, address, telephone number and email address;
• Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works at the Site are covered by the notice, identify a representative list of such works;
• Identify the material that you claim is infringing, or 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;
• A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; and
• A statement by you, made under penalty of perjury, that the information provided in the notice is accurate and that you are authorized to act on behalf of the owner of the copyright that is allegedly infringed.

Our Copyright Agent is copyright@contentcircles.com

Force Majeure. If Content Circles's ability to provide the Site or the Service is interfered with by any condition beyond our control (each, a "Force Majeure"), Content Circles shall be excused from such performance to the extent of such condition. In the event such condition excuses our performance under this Agreement for a period of thirty (30) days or longer, at its sole option, Content Circles may terminate this Agreement, effective upon notice to you, without further obligation to you.

Miscellaneous. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is invalid, the other provisions of the Agreement remain in full force and effect. You may not assign this Agreement or any of your rights or obligations under this Agreement and any attempt to do so is null and void. This Agreement, including the Content Circles Privacy Policy, is the entire agreement between you and Content Circles and supersedes all prior agreements, representations and understandings between you and Content Circles regarding the subject matter of this Agreement.

Copyright © 2010 Content Circles, Inc. All Rights Reserved.