Terms and Conditions relating to Circle Company Associates, Inc.
Circle Company Associates, Inc. (“Circles”, “we” or “us”) provides personal concierge referral services (“Services”), both through this website (the “Website”) and other means, to individuals who are Circles’ members (each a “Member” or “you”). You may be eligible to use our Services either as an employee or a customer of a client of Circles (“Client”). By providing certain information and activating your account, or by otherwise using the Services or this Website, you agree to comply with and be bound by the following terms and conditions (this “Agreement”), which we may change at any time by posting notice on the Website.
PLEASE READ THIS AGREEMENT CAREFULLY, AND PLEASE CHECK THESE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES. If you do not agree to these terms and conditions, as they may be revised from time to time, please do not use the Services or the Website.
If you register as a Member, you represent and warrant to Circles that: (i) you are of legal age to form a binding contract; (ii) you will provide Circles with accurate, current and complete registration information; and (iii) your registration and your use of the Website is not prohibited by law. Circles reserves the right to suspend or terminate your registration, or your access to the Services, in the event that you breach any term of this Agreement.
This Website is not directed at users under the age of 13. If you are under the age of 13, you are not permitted to register as a Member or send any information about yourself to us.
3. Provision of Services
If you request Services from Circles, subject to compliance with applicable law and Circles’ policies, Circles will use reasonable efforts to fulfill your request. The Services may involve referral to or provision of information about an independent third-party service provider (a “Service Provider”, such as a restaurant, airline, or hotel) that may provide goods or services to you. All Service Providers are exclusively responsible for the quality of any work they perform and products they sell, and Circles has no responsibility for those products or services. The actual decision to hire or make arrangements with a Service Provider referred by Circles is the responsibility of each Member, and Circles strongly recommends that you interview and carefully consider each Service Provider before choosing to hire that provider. The Service Providers are not employees or agents of Circles, and are not entitled to act on behalf of Circles in any way.
The Member accepting and utilizing the Services recognizes that Circles is in no way responsible for the actions or omissions of any Service Provider hired by the Member. Editorial content provided on the Website or in connection with the Services is of a general nature and is not intended to be entirely comprehensive nor is it intended to address all the circumstances of any particular member. In addition, concierge comments and recommendations are subjective and based on research and opinion; they are subject to change at any time. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate of the date it is received by a Member or that it will continue to be accurate in the future. Members should engage appropriate professionals for a complete examination of their particular situation and advice as necessary.
If you request or make travel arrangements with or through us, you understand that we do not own or operate any entity which provides, or is to provide, goods or services for your trip including, for example, lodging facilities, transportation companies of any kind, entertainment providers, equipment suppliers, restaurants or other food service providers, local ground handlers, guides, etc.(any or all of which may be referred to herein as a “Service Provider” or, collectively, as “Service Providers”).
4. Your Obligations
In using this Website and the Services, you agree that you will:
(a) provide Circles with all information reasonably relevant to your request for Services;
(b) pay all fees, costs, expenses, and other amounts charged by Circles (if any) and by the Service Provider, in full and as and when required; (c) not make any request for Services that is false, fraudulent, or designed to violate any law or harm any third party; (d) arrive on time for any appointments that Circles may make for you with a Service Provider; (e) read and comply with any reasonable instructions of Circles’ or the Service Provider with respect to your request for Services and the fulfillment thereof, or any additional terms and conditions notified to you that are applicable to your particular request; (f) take responsibility for being physically able and prepared to participate in any activity that you request Circles to arrange or organize for you, and for being fully equipped with any appropriate clothing and equipment reasonably necessary for such activity; (g) not use any robot, spider, other automatic device, or manual process to monitor content on this Website; (h) immediately review any travel itinerary and travel terms and conditions you receive from us and let us know if any modifications need to be made. We do not accept responsibility for discrepancies or objections reported more than 24 hours after we send an e-mail confirmation. There may be fees or penalties for modification or cancellation of travel arrangements. Be sure you understand these restrictions; (i) resolve any dispute concerning, relating or referring to any travel, itinerary, or any information provided by us regarding such travel or itinerary exclusively by binding arbitration in Boston, Massachusetts according to the then existing commercial rules of the American Arbitration Association. Such proceedings will be governed by the substantive (but not procedural) provisions of Massachusetts law.
5. Ownership of Materials on the Website
All the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content of the Website, excluding any Member Content (as defined below)(collectively, the “Site Content”) are proprietary to us or to third parties. Portions of the Site Content is © Copyrighted 2009, NORTHSTAR Travel Media, LLC. All rights reserved. No redistribution allowed. Content is for individual use only, and is provided “AS IS,” without any express or implied warranties. All software used on the Website is proprietary to us or to third parties, and any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or other reduction of such software to human-readable form is prohibited. The marks “Circles” and the Circles logo, as well as any business tag lines, are registered marks of Circles or its affiliates, and they may not be used in connection with any service or products other than those provided by Circles in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Circles. Any use of such marks, or any others displayed on the Website, will inure solely to the benefit of their respective owners. Other trademarks or service marks used on this Website are the property of their respective owners and may not be used without permission. Rather than include a trademark symbol after every such occurrence, such marks are used in an editorial fashion only, and to the benefit of the trademark owner with no intention of infringement of the trademark.
6. License to Use the Website
Circles authorizes you to view, download, print, copy and use the Site Content for your personal, non-commercial purposes. Any displays or print outs of the Site Content must be marked “© Circle Company Associates, Inc. [2008-2010]. All rights reserved.”, and you may not remove any copyright, trademark or other proprietary notices that have been placed in the Site Content. Except as expressly permitted above, modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Site Content, or any portion of the Site Content, is strictly prohibited without the prior written permission of Circles. You agree, and represent and warrant, that your use of the Website, the Services and the Site Content, or any portion thereof, will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Website, the Services and the Site Content or your use of them, and you will be solely responsible for your own individual violations of any of them.
7. Member Content; Forums, Chat Spaces and Blogs
A number of locations on the Website such as the user forum area and blogs (collectively, the “Interactive Features”), may offer opportunities for users of this Website to share information with others. If you choose to submit or post any photographs, text, graphics, video or other material (“Member Content”) to this Website, such Member Content shall remain your property, but you agree that Circles may use such Member Content as reasonably necessary or desirable for, or incidental to, its operation of the Website and provision of the Services, and you grant Circles a non-exclusive, worldwide, transferable, perpetual, irrevocable, royalty free right to publish, distribute, publicly display and perform the Member Content. You acknowledge that third parties will gain access to your Member Content through the Website, and Circles shall in no event be liable to you for any use or misuse of your Member Content by any third party. Circles may, but is under no obligation to, edit or control Member Content that you and other users post to or distribute through the Interactive Features. Circles will not be in any way responsible or liable for Member Content. Circles does not vet or control the Members or other individuals that use the Website or Interactive Features. Circles shall not be liable for any loss or damage that any person may suffer as a result of using Interactive Features. All users use the Interactive Features at their own risk. Users should exercise caution in interacting with unknown persons that they meet using the Interactive Features in the same way that they would exercise caution in the physical world. No user of any Interactive Feature shall: (a) use an Interactive Feature in violation of, or in connection with any violation of, any local, state, national or international laws; (b) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any Member Content; (c) except as otherwise permitted by this Agreement, harvest or otherwise collect information about others, including email addresses, without their consent; (d) post any material more than once or “spam”; or (e) engage in any other conduct that restricts or inhibits any other person from using or enjoying any Interactive Feature, Member Content, or the Website, or which, in Circles’ sole judgment, exposes Circles or any affiliated company of Circles, or their respective officers, directors, employees or agents of Circles (each a “Circles Affiliate”) to any liability or detriment of any type.
8. Website Restrictions
No user of this Website shall submit, upload to, distribute through or otherwise post to the Website (including any Interactive Feature) any material that: (a) is libelous, defamatory, threatening, abusive, scandalous, obscene, pornographic, invasive of privacy or publicity rights, unlawful, that encourages harassment, a criminal offense, or violates the rights of any party, or that includes profanity, hate, discrimination, or violence; (b) contains any advertising, promotional, solicitation or other commercial material; (c) contains material from other copyrighted works without the written consent of the owner of such copyrighted material, other than reasonable excerpts permitted under the copyright doctrine of fair use; (d) infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party; (e) contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury or damage to the material’s readers or others; or (f) contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment. Circles reserves the right (but is not obligated) to do any or all of the following: (g) record Member Content; (h) investigate an allegation that Member Content or Member registration information does not conform to the terms and conditions of this Agreement; (i) remove Member Content or Member registration information that is abusive, illegal or disruptive, or that otherwise fails to conform with the terms and conditions of this Agreement; (j) monitor, edit or disclose any Member Content or Member registration information; or (k) edit or delete any Member Content or Member registration information, regardless of whether such content violates any terms and conditions of this Agreement. Circles and Circles Affiliates have no liability or responsibility to users of the Website or any other person or entity for performance or nonperformance of the aforementioned activities.
9. Links to Third Party Website Are Not Endorsements
The Website may contain links to third-party and or Service Provider websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. Because content and offers on the linked sites may change without notice to Circles, we cannot guarantee availability of any such offer. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Circles. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties
10. Feedback Submitted to Circles
Circles is pleased to hear from you and welcomes your comments about the Website and our Services. In the event that you submit ideas or suggestions for the Website or Services, provide comments to Circles by participating in surveys, or otherwise provide feedback to Circles (“Feedback”), the Feedback will be deemed, and will remain, the sole property of Circles. None of the Feedback will be subject to any obligation of confidence on the part of Circles, and Circles and Circles Affiliates will not be liable for any use or disclosure of any Feedback. Without limiting the foregoing, Circles will be entitled to unrestricted use and other exploitation of the Feedback for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Feedback.
11. Warranty Disclaimers and Limitations of Liability
Circles and Circles Affiliates make no representations or warranties of any kind regarding the Website, the Services, the Site Content or the Member Content. The Website, Services, Site Content and Member Content are provided in “AS IS” condition, and Circles and Circles Affiliates EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING:
(i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES OR WEBSITE, AND
(iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE WEBSITE.
No advice or information, whether oral or written, obtained by you from Circles, any of Circles Affiliates or through the Website or Services will create any warranty not expressly stated herein. THE SERVICE PROVIDERS PROVIDING GOODS AND SERVICES TO MEMBERS ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF CIRCLES OR CIRCLES AFFILIATES. CIRCLES AND CIRCLES AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH SERVICE PROVIDERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE OR OTHER DAMAGES ARISING THEREFROM. YOU AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS AND DEMANDS, WHETHER IN LAW OR IN EQUITY, RELATING TO SERVICES OR PRODUCTS PROVIDED THROUGH CIRCLES OR CIRCLES’ REFERRALS, OR BASED UPON ANY ALLEGED ACTS OR OMISSIONS OF ANY SERVICE PROVIDER, SHALL BE AGAINST THE SERVICE PROVIDER AND NOT CIRCLES OR ANY APPLICABLE CORPORATE SPONSOR. CIRCLES SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR OTHER CLAIM WITH RESPECT TO ANY PROPERTY THAT ANY MEMBER ENTRUSTS TO A CIRCLES SERVICE PARTNER. YOU AGREE THAT NEITHER CIRCLES NOR ANY CLIENT OF CIRCLES WILL BE RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO ANY CLOTHING, MONEY, PETS, VALUABLES, VEHICLES OR OTHER PERSONAL OR OTHER PROPERTY CAUSED BY CIRCLES OR THE SERVICE PROVIDERS THAT CIRCLES RECOMMENDS, AND NEITHER CIRCLES NOR ANY CLIENT OF CIRCLES WARRANTS THE QUALITY OR CONFIDENTIALITY OF ANY SERVICE PROVIDER. EACH MEMBER HEREBY AGREES TO RELEASE ANY CLIENT (INCLUDING HIS OR HER EMPLOYER) FROM ANY LIABILITY, AND TO WAIVE ANY CLAIMS AGAINST SUCH CLIENT, ARISING IN CONNECTION WITH USE OF CIRCLES SERVICES. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM CIRCLES OR CIRCLES AFFILIATES ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICES, WEBSITE, SITE CONTENT OR MEMBER CONTENT, EVEN IF CIRCLES OR THE CIRCLES AFFILIATE HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, WITH REGARD TO ANY TRAVEL ARRANGEMENTS YOU MAY MAKE WITH OR THROUGH US, YOU WILL NOT BE ENTITLED TO RECOVER FROM CIRCLES OR CIRCLES AFFILIATES ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), RESULTING FROM ANY INJURY, LOSS, DEATH, ACCIDENT, DELAY, INCONVENIENCE OR IRREGULARITY OF ANY KIND WHICH MAY BE OCCASIONED BY REASON OF CIRCLES’ CHOICE OF SERVICE PROVIDER OR ANY ACT OR OMISSION BEYOND CIRCLES’ DIRECT CONTROL, INCLUDING WITHOUT LIMITATION, ANY WILLFUL OR NEGLIGENT ACT, FAILURE TO ACT, BREACH OF CONTRACT OR VIOLATION OF LOCAL LAW OR REGULATION BY ANY SERVICE PROVIDER SUCH AS AN AIRLINE, RAIL TRAVEL PROVIDER, HOTEL, BUS, TAXI, VAN, YACHT, SHIP OR VESSEL, LOCAL GROUND HANDLER OR GUIDE, FINANCIAL DEFAULT OR INSOLVENCY OF ANY SERVICE PROVIDER WHICH IS TO OR DOES SUPPLY ANY GOODS OR SERVICES IN CONNECTION WITH YOUR TRAVEL. SIMILARLY, CIRCLES IS NOT RESPONSIBLE FOR ANY LOSS, INJURY, DEATH OR INCONVENIENCE DUE TO DELAY, CANCELLATION OR CHANGE IN SCHEDULE, OVERBOOKING OF ACCOMODATION OR TRAVEL METHOD, DEFAULT OF ANY SERVICE PROVIDER OR OTHER THIRD PARTY, CUSTOMS OR TRAVEL REGULATIONS OR ENFORCEMENT, ATTACK BY WILD OR DOMESTIC ANIMAL, EPIDEMIC OR THE THREAT THEREOF, SICKNESS, LACK OF APPROPRIATE MEDICAL CARE, EVACUATION, WEATHER, STRIKES, ACTS OF GOD OR GOVERNMENT, LOST OR MISPLACED LUGGAGE, ACTS OF TERRORISM OR THE THREAT THEREOF, FORCE MAJEURE, WAR, HOSTILITIES, CIVIL DISTURBANCE, STRIKE, RIOT, QUARANTINE, CRIMINAL ACTIVITY, FIRE, BREAKDOWN IN MACHINERY OR EQUIPMENT OR ANY OTHER CAUSE BEYOND ITS DIRECT CONTROL. IN THE EVENT THAT ANY OF THE FOREGOING LIMITATIONS AND DISCLAIMERS IN FAVOR OF CIRCLES AND CIRCLES AFFILIATES ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF CIRCLES TO YOU FOR DAMAGES ARISING FROM ANY SERVICE REQUEST SHALL BE $100, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, STATUTE OR OTHERWISE. ALL LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to indemnify and hold Circles harmless from and against any and all claims, losses and damages that may arise in connection with or as a result of (i) your use of the Website or Services; (ii) any content or material you may post or blog to or transmit through the Website; and (iii) any violation of the terms of this Agreement.
14. Digital Millennium Copyright Act
Circles complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Website you may contact our Designated Agent at the following address: Circles Concierge Administrator Circle Company Associates, Inc. 800 South St Waltham, MA 02453 Telephone: 781-902-2800 Email:CirclesConcierge@circles.com Any notice alleging that materials on this Website infringe intellectual property rights must include the following information:(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Website; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Website of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. Counter Notices If material that you have posted to the Website has been removed or disabled, you may file a counternotice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (g) a physical or electronic signature of the subscriber; (h) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (i) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (j) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Circles may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
15. Applicable Law and Jurisdiction; Compliance
You and Circles agree that all matters arising from or relating to the use and operation of the Website and the Services will be governed by the substantive laws of the Common wealth of Massachusetts, without regard to its conflicts of laws principles. You agree that, unless otherwise specified herein, all claims you may have arising from or relating to the operation, use or other exploitation of the Website or the Services will be heard and resolved in the federal and state courts located in Boston, Massachusetts. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any object to proceeding in such courts. If you choose to gain access to the Website from locations other than Massachusetts, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Website or Site Content in violation of U.S. export laws or regulations.
16. Force Majeure
In no event shall Circles or any Circles Affiliate be liable for any damages, acts, omissions, matters or things caused by factors outside their reasonable control, including without limitation any act of God, government, storm, earthquake, terrorist event, war, telecommunications failure or failures of suppliers or independent contractors.
17. Miscellaneous Provisions
No delay or omission by Circles in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by Circles of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement, “including” means “including but not limited to.” If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and Circles regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. In the event of any conflict between this Agreement and the summary of this Agreement available from the mobile version of the Website, this Agreement shall prevail. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.