Terms of Use
CONTENT CIRCLES, INC.
BETA SOFTWARE AND SERVICE AGREEMENT
Effective Date: April 15th, 2008
This Beta 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 pre-release version of the Content Circles service (the "Service") and accompanying software (the "Software") provided through this website ("Site"). We may change this Agreement from time to time, so you should check back to this page for the updated agreement. For any significant changes, we will post a more prominent notice to the Site of the change. If you disagree with any change, you must stop using the Service. Otherwise, we will consider your continued use to be acceptance of the change.
IF YOU HAVE READ AND UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT CLICK THE "I ACCEPT" BUTTON BELOW. IF NOT, WILL NOT BE PERMITTED ACCESS TO THE SOFTWARE OR SERVICE.
Access to Beta Version of the Software and Service. During the Test Period (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 for your internal evaluation purposes only, subject to the terms and conditions of this Agreement. Any commercial use of the Service and Software is prohibited and is at your sole risk. 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.
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.
Commercial Release. We reserve the right to not commercially release the Software and Service and to modify the Software and Service at our sole discretion. We may also impose rules and limits on use of the Software and Service or restrict access to part or all of the Software or Service. As a beta user, you may be entitled to a discounted subscription of the future services and software, if any, that may be released by Content Circles, as further described on the Site. You use of the commercial version of the Software and/or Service, if any, will be subject to a separate agreement between you and Content Circles.
Test Period; Termination. This license applies only during the beta test period as designated from time to time by Content Circles in its sole discretion (the "Test Period"). We may terminate the Test Period at any time at which time your access to the Service will terminate. We may also terminate your access to the Service if you breach this Agreement. Upon any termination by Content Circles of your access to the Service, or if you wish to terminate your use of the Service, you must destroy all copies of the Software in your possession or under your control. In addition, upon expiration or termination, Content Circles may delete any Content on its servers without liability or notice to you.
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.
Use Restrictions. In connection with your access and use of the Software and Service, you agree that you will not:
- introduce harmful software code or materials of any kind that may damage Content Circles or a third party's computer, network, system or information;
- 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;
- 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;
- 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;
- attempt to gain unauthorized access to service, materials, other accounts, systems or networks through hacking, password mining or any other means;
- 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;
- 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
- transmit, upload, distribute or otherwise make available junk mail, spam, surveys, contests, pyramid schemes, chain letters or other unsolicited e-mail or messages;
- violate any applicable export law, rule, regulation or treaty applicable to your use of the Software and the Service; or
- 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;
- is harmful to minors; or
- transmit, upload, distribute or otherwise make available Content that promotes, solicits or includes defamatory, harassing, abusive or threatening content or activity; or
- 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[link] 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.
OUR DISCLAIMER OF WARRANTIES. You acknowledge and agree that the Software and Service are provided in a beta, pre-release version. ACCORDINGLY, 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. You acknowledge and agree that the Software and Service are provided at no charge to you. ACCORDINGLY, IN NO EVENT SHALL CONTENT CIRCLES OR ANY OF OUR DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, 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.
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.
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. In particular, this Agreement supersedes any contrary terms in the Term of Use on the Site with respect to your use of the Service and Software.