• Lister/Landlords

    General.

    Circl operated by Circl Technologies Ltd. (“Circl”, “we”, “us” and terms of similar meaning) provides this website and the services provided by or through this website to you subject to these terms and conditions of use (these “Terms”).

    In these Terms we call this website, any successor websites (together, the “Site”) and the software we provide the “Application”. We refer to the services provided by the Application as the “Services”.

    Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services.

    The Services are not intended to be used by children. You must be at least of eighteen (18) years of age to use the Services.

    In these Terms, we use the following terms to describe different types of visitors to our Site. The landlords, their staff members, and partners to whom they give full edit privileges, are called “Listers” the renters are called “Tenants”, and the contractors are called “Service Professionals”. We use the word “staff” to describe persons to whom a Lister gives “staff” access on the Site. Together with registered users of our Site, these people are collectively described in this Privacy Policy as “Users” of our Site.

    Circl reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, you automatically agree to the new changes. If you do not agree with the changes, you can cancel your account with us without further obligation. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please email us at support@Circlapp.com.

    The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Application.

    Services Description; Listings and Bookings.

    The Site and Services are designed to provide an internet platform by which individuals and entities seeking a location for living (each, a “Tenant”) such as an apartment, condo or house, furnished (or unfurnished) (each, a “Space”) can connect to individuals and entities which have control of Space (each, a “Poster”) which the Poster wishes to make available for use by Tenant or Tenants. If you choose to enter a transaction with a Tenant with respect to a Space, you agree and acknowledge that the same will be evidenced by a written agreement with such Tenant as to the use of the Space (“Space Agreement”) (which may be a license, lease, or other agreement governing the use and occupancy of the Space, of your choosing), and that such Space Agreement will specify any rules, requirements, obligations, restrictions, conditions and terms regarding such Posting which you wish to impose (collectively, the “Restrictions”). You agree and acknowledge that the Tenant is solely responsible for compliance with the Restrictions, and you are solely responsible for the enforcement of such Restrictions, and Circl shall have no responsibility in connection with the same, or as to the Space Agreement or Restrictions in any manner. You acknowledge and agree that Circl is not acting as a real estate broker or agent in connection with the Space, or in providing the Services to you, and that any agreement with the Tenant, including the Space Agreement, shall be made in your sole and exclusive discretion, and that of the Tenant. You hereby disclaim and waive any claim that Circl is providing or has provided any real estate brokerage services or is acting or has acted as your real estate agent under or in relation to the Services or a Space Agreement. CIRCL IS NOT ACTING NOR WILL ACT IN ANY FIDUCIARY CAPACITY, AND CIRCL DOES NOT REPRESENT EITHER PARTY TO A TRANSACTION. In addition, Circl is not providing any legal counsel to you. You agree to consult with your own legal counsel regarding your rights and obligations under this agreement, your use of Circl, and the legal sufficiency of your Space Agreements.

    The Site presents Spaces which you wish to make available for use by Tenants (collectively, the “Postings”) which you provide to Circl along with any applicable Restrictions. You agree to provide accurate and complete information in your Postings. Any use or rental arrangement you enter into with a Tenant, including any Space Agreement, is determined solely by you and the Tenant. Circl only provides the Services that facilitate your interaction with Tenants, including without limitation the acceptance or rejection of the Space Agreement by you and Tenant; therefore, Circl is not a party to, nor responsible for, your arrangements, understandings, or agreements with the Tenant, including the Space Agreement, and Circl does not endorse, approve or recommend any particular Tenant. Circl does provide, and is responsible for, the functionality of the Site. Although this Site requires that Tenants provide accurate information, Circl shall not be obligated to confirm any Tenant’s purported identity or any other information regarding a Tenant. You are responsible for verifying the identity and suitability of Tenants and other users of the Site with whom you interact. You acknowledge and agree that Circl shall not have any liability for verifying any information in relation to any Tenant, AND THAT CIRCL SHALL NOT BE LIABLE FOR THE INFORMATION PROVIDED FROM CREDIT CHECKS, BACKGROUND CHECKS, IDENTITY VERIFICATION, PRIVATE INVESTIGATIONS OR OTHERWISE CONFIRMING ANY INFORMATION PROVIDED REGARDING WITH RESPECT TO ANY TENANT, INCLUDING WITHOUT LIMITATION, INSURANCE OR GOOD STANDING.

    You represent and warrant to Circl that you have the authority to enter into Space Agreements with Tenants with respect to any Spaces. If you are a lessee or licensee, or sublessee or sublicensee, you represent and warrant that you have, or will obtain prior to entering into any Space Agreement with a Tenant, any and all required consents or approvals from the lessor, licensor, sublessor, sublicensor or any other parties having approval or consent rights in relation thereto.

    Privacy Policy.

    Please refer to Circl's privacy policy, available at ● (the “Privacy Policy”) for information on how Circl collects, uses and discloses personally identifiable information from its Users. By using the Services you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

    Registration Data; Account Security.

    If you register for an account on the Services, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to Circl, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Circl.

    Fees; Charges; Taxes.

    Fees and any other charges for the use of the Application are described on the Site. They may change from time to time. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Application, as the case may be, after the change indicates your agreement with the new fees and charges after the effective date of the change.

    You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.

    Insurance.

    You acknowledge and agree that it is your sole responsibility to obtain or require Tenants to obtain insurance as to the Spaces you list, or verify Tenant’s insurance, and Circl disclaims any responsibility or liability in relation thereto.

    Ownership, Copyright and Trademarks.

    In these Terms the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users, whether they are Lister, Tenant, or other Users, is called “User Content”.

    User Content is that User's property. Circl's only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 8 and Section 21 of these Terms.

    All Content and the Services, including all software available on the Services or used to create and operate the Services is the property of Circl or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. The User Content is excluded from the proceeding sentence. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Circl.

    Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.

    Your Limited License of Your User Content to Circl.

    We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. We need the right to sublicense that User Content to the other Users you invite so that they can view your User Content.

    Therefore, by posting or distributing User Content to or through the Services, you: (a) grant Circl and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; and (b) represent and warrant that: (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

    If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in Section 8 of these Terms.

    These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.

    Our Limited License of Content to You.

    Circl grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services.

    Such license is subject to these Terms, and specifically conditioned upon the following:

    Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Circl at any time.

    You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.

    To request permission for uses of Content not included in this license, you may contact Circl at the phone number or email set out at the bottom of these Terms.

    Providing a Reliable and Secure Service.

    If you have spent any time reviewing the Services, you will hopefully have noticed that we take reliability and security seriously. We put a great deal of effort into ensuring that our service operates all the time, and that it is a secure environment for your data. We use what we believe to be “best-of-class” hosting services and security technologies and services that we believe provide you with a secure and safe environment.

    For example, to safeguard credit card information, Circl encrypts all stored credit card numbers, uses restrictive firewalls to protect stored data and uses 256 bit SSL certificates to encrypt data transferred between you and the Services.

    However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use Circl, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.

    No Responsibility for Third-Party Material

    The Site may contain links to third-party websites (“Third-Party Sites”) and third-party content, including content provided by franchisors (“Third-Party Content”) as a service to those interested in this information that you may use in connection with your use of the Services. You use links to Third-Party Sites and any Third-Party Content or service provided, at your own risk.

    Circl makes no claim or representation regarding Third-Party Content or Third-Party Sites, and provides them or links to them only as a convenience. Inclusion in the Services of a link to a Third-Party Site or Third-Party Content does not imply Circl's endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. Circl accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or websites linking to the Services. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

    Links to, and Resources /Data from, Others.

    Portions of the Site and Services may include links to other websites or resources and information provided by others. Because Circl has no control over such sites and resources, you acknowledge and agree that Circl

    Your Contact with Advertisers or Third-Party Vendors.

    With regard to any third-party entities referred to or found on or through the Services or the Site, whether through links, advertisements, or otherwise, your dealings with such third parties, including your participation in promotions, purchases of goods, and any terms, conditions, warranties or representations associated with such activities, are solely between you and the third party. Circl does not make any representations or warranties with respect to any goods or websites that may be obtained from such third parties, and you agree that Circl shall have no liability for any loss or damage of any kind incurred as a result of any activities you undertake in connection with the use of or reliance on any content, goods, services, information or other materials available, or through such third parties, on the Site. You acknowledge that such external sites usually have their own terms and conditions, including privacy policies, over which Circl has no control and which will govern your rights and obligations with respect to the use of those websites.

    Prohibited Content; Review of Content.

    You agree that you will not use the Services to post or otherwise provide any prohibited content, meaning any content that:

    Circl has the right, but not the obligation, to preview, review, screen, flag, filter, edit, refuse, or remove any or all User Content either by itself, through third parties, or via its community of users.

    You may find some content, including User Content, on the Site and viewed through the Services to be offensive or objectionable, and you use the Site and Services at your sole risk with respect to such.

    Warranty Disclaimer.

    The Site, the Content and the Services are provided to you on an “as is” basis without warranties from Circl of any kind, either express or implied. Circl expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Circl does not represent or warrant that Site, the Content or the Services are accurate, complete, reliable, current or error-free.

    While Circl attempts to make your access to and use of the Services safe, Circl does not represent or warrant that the Site, the Content or the Services are free of viruses or other harmful components.

    Limitation of Liability; Indemnity.

    You waive and shall not assert any claims or allegations of any nature whatsoever against Circl, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Site, the Content or the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content or the Services. You use the Site, the Content and the Services at your own risk.

    Without limitation of the foregoing, neither Circl nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Content or the Services, including without limitation any damages caused by or resulting from your reliance on the Site, the Content or the Services or other information obtained from Circl or any other Released Party or accessible via the Site, the Content or the Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Circl or any other Released Party's records, programs or services.

    In no event shall the aggregate liability of Circl, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site, the Content or the Services exceed any compensation paid by you for access to or use of the Site, the Content or the Services.

    You shall defend, indemnify and hold harmless Circl and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, the Content, and the Services and if your User Content infringes the rights, including the intellectual property rights, of any third party.

    Communications

    Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Users in the dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.

    Applicable Law and Venue

    The Services are controlled by Circl and operated by it from its offices in Toronto, Ontario. You and Circl both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Circl explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content or the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

    Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving Circl and arising out of or relating to

    To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. 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 objection to proceeding in such courts.

    If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Circl and the other Released Parties for your failure to comply with any such laws.

    Termination/Modification of License and Site Offerings.

    Notwithstanding any provision of these Terms, Circl reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof and the rights of any third party to which you have granted access to your User Content; (b) block or prevent your future access to and use of all or any portion of the Services or Content and the rights of any third party to which you have granted access to your User Content; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.

    Inactive Accounts; Termination of Agreement.

    If your account is inactive for at least three months, we may deactivate your account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don’t want us to deactivate it, let us know in advance at support@Circlapp.com . If after your account has been deactivated it stays inactive and we don’t hear from you, we may terminate it at any time and without notice.

    You and Circl may terminate your use of the Services including your agreement to these Terms at any time. When your Circl account is terminated, your User Content will be deleted. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.

    If these Terms expire or terminate for any reason, Sections 7, 11, 16, 17, 19, 20 and 21, and any representation or warranty you make in these Terms, shall survive indefinitely.

    Miscellaneous.

    If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Circl may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Circl, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Circl regarding your use of the Site, the Content and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Circl regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.

    Questions and Comments.

    If you have any questions regarding these Terms or your use of the Services, please contact us here:

    privacy@Circlapp.com

    Renter/Tenants

    General.

    Circl operated by Circl Technologies Ltd. (“Circl”, “we”, “us” and terms of similar meaning) provides this website and the services provided by or through this website to you subject to these terms and conditions of use (these “Terms”).

    In these Terms we call this website, any successor websites (together, the “Site”) and the software we provide the “Application”. We refer to the services provided by the Application as the “Services”.

    Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services.

    The Services are not intended to be used by children. You must be at least eighteen (18) years of age to use the Services.

    In these Terms, we use the following terms to describe different types of visitors to our Site. The landlords, their staff members, and partners to whom they give full edit privileges, are called “Listers”, the renters are called “Tenants”. We use the word “staff” to describe persons to whom a Lister gives “staff” access on the Site. Together with registered users of our Site, these people are collectively described in this Privacy Policy as “Users” of our Site.

    Circl reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any. If you do not agree with the changes, you can cancel your account with us without further obligation. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please email us at support@Circlapp.com.

    The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Application.

    Services Description; Listings and Bookings.

    The Site and Services are designed to provide a platform by which individuals and entities looking for a location to live (such as an apartment, condo or house) (each, a “Listing”) can connect to potential Listers of such space. If you choose to enter a transaction with a Lister for a Listing, you agree and acknowledge that you will be required to enter a written agreement with such Lister, and that you agree to accept any rules, requirements, obligations, restrictions, conditions and terms regarding such Listing, as specified in such rental agreement or otherwise by such Lister (collectively, the “Rental Restrictions”). You agree and acknowledge that you are solely responsible for your compliance with the Rental Restrictions, and Circl shall have no responsibility in connection with such. In addition, Circl is not providing any legal counsel to you. You agree to consult with your own legal counsel regarding your rights and obligations under this agreement, your use of the Site and your obligations to any Lister.

    The Site presents rental listings on behalf of landlords for whom Circl has agreed to provide such services. Any rental arrangement you enter with a Lister is solely between you and that Lister. Circl only provides the service that allows you to transact with the Lister; therefore, Circl is not a party to, nor responsible for, your arrangement with the Lister, and Circl does not endorse any particular Listing or any user. Although this Agreement requires that users provide accurate information, Circl shall not be obligated to confirm any user’s purported identity or any other information regarding a Listing or the corresponding rental space. You are responsible for verifying the identity and suitability of other users with whom you interact. You acknowledge and agree that Circl shall not have any liability for verifying the information or identity of any Lister, and shall not be liable for conducting property inspections or otherwise confirming any information provided regarding any Listing. You acknowledge and agree that Circl is not acting as a real estate broker or agent in connection with any Listing or in your use of the Site, and that any agreement with a Lister shall be made in your sole and exclusive discretion, and that of the Lister. You hereby disclaim and waive any claim that Circl is providing or has provided any real estate brokerage services or is acting has acted as your real estate agent under or in relation to your use of the Site or any agreement you may enter into with a Lister. <CIRCLAPP IS NOT ACTING NOR WILL ACT IN ANY FIDUCIARY CAPACITY, AND CIRCLAPP DOES NOT REPRESENT EITHER PARTY TO A TRANSACTION. In addition, Circl is not providing any legal counsel to you. You agree to consult with your own legal counsel regarding your rights and obligations under this agreement, your use of Circl, and the legal sufficiency of your agreement(s) with the Lister.

    Privacy Policy.

    Please refer to Circl's privacy policy, available at ● (the “Privacy Policy”) for information on how Circl collects, uses and discloses personally identifiable information from its Users. By using the Services you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

    Registration Data; Account Security.

    If you register for an account on the Services, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to Circl, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Circl.

    Fees; Charges; Taxes.

    Fees and any other charges for the use of the Application are described on the Site. They may change from time to time. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Application, as the case may be, after the change indicates your agreement with the new fees and charges after the effective date of the change. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.

    Insurance.

    Listers may require certain types of insurance, including tenant premises liability insurance. It is your sole responsibility to obtain such. You will be able to apply for tenant premises liability insurance through a third-party insurance company through the Circl website. In applying you will have to provide information about you, your company as well as billing information to such third-party insurance company. You represent and warrant that all such information is complete and accurate, and that you are authorized to use such information for such Listing-related insurance application. You agree and acknowledge that your use of a third party insurance company is subject to any terms and conditions made available by such third -party insurance company and you agree that you will comply with all such terms and conditions.

    Ownership, Copyright and Trademarks.

    In these Terms the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users, whether they are Lister, Tenant or other Users, is called “User Content”.

    User Content is that User’s property. Circl’s only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 8 and Section 21 of these Terms.

    All Content and the Services, including all software available on the Services or used to create and operate the Services is the property of Circl or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. The User Content is excluded from the proceeding sentence. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Circl.

    Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.

    Your Limited License of Your User Content to Circl.

    We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. We need the right to sublicense that User Content to the other Users you invite so that they can view your User Content.

    Therefore, by posting or distributing User Content to or through the Services, you: (a) grant Circl and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; and (b) represent and warrant that: (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

    If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in Section 8 of these Terms.

    These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.

    Our Limited License of Content to You.

    Circl grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services.

    Such license is subject to these Terms, and specifically conditioned upon the following:

    Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Circl at any time.

    You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.

    To request permission for uses of Content not included in this license, you may contact Circl at the address set out at the bottom of these Terms.

    Providing a Reliable and Secure Service.

    If you have spent any time reviewing the Services, you will hopefully have noticed that we take reliability and security seriously. We put a great deal of effort into ensuring that our service operates all the time, and that it is a secure environment for your data. We use what we believe to be “best-of-class” hosting services and security technologies and services that we believe provide you with a secure and safe environment. More information about these services and technologies is available on the Site.

    For example, to safeguard credit card information, Circl encrypts all stored credit card numbers, uses restrictive firewalls to protect stored data and uses 256 bit SSL certificates to encrypt data transferred between you and the Services.

    However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use Circl, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.

    No Responsibility for Third-Party Material.

    The Site may contain links to third-party websites (“Third-Party Sites”) and third-party content, including content provided by franchisors (“Third-Party Content”) as a service to those interested in this information that you may use in connection with your use of the Services. You use links to Third-Party Sites and any Third-Party Content or service provided, at your own risk.

    Circl makes no claim or representation regarding Third-Party Content or Third-Party Sites, and provides them or links to them only as a convenience. Inclusion in the Services of a link to a Third-Party Site or Third-Party Content does not imply Circl's endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. Circl accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or websites linking to the Services. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

    Links to, and Resources /Data from, Others.

    Portions of the Site and Services may include links to other websites or resources and information provided by others. Because Circl has no control over such sites and resources, you acknowledge and agree that Circl (a) is not responsible for the availability of such external sites or resources, and (b) does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such external sites or resources. You further acknowledge and agree that Circl shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such external sites or resources. Finally, you acknowledge that such external sites and third-party tools usually have their own terms and conditions, including privacy policies, over which Circl has no control and which will govern your rights and obligations with respect to the use of such.

    Your Contact with Advertisers or Third-Party Vendors.

    With regard to any third-party entities referred to or found on or through the Services or the Site, whether through links, advertisements, or otherwise, your dealings with such third parties, including your participation in promotions, purchases of goods, and any terms, conditions, warranties or representations associated with such activities, are solely between you and the third party. Circl does not make any representations or warranties with respect to any goods or websites that may be obtained from such third parties, and you agree that Circl shall have no liability for any loss or damage of any kind incurred as a result of any activities you undertake in connection with the use of or reliance on any content, goods, services, information or other materials available, or through such third parties, on the Site. You acknowledge that such external sites usually have their own terms and conditions, including privacy policies, over which Circl has no control and which will govern your rights and obligations with respect to the use of those websites.

    Prohibited Content; Review of Content.

    You agree that you will not use the Services to post or otherwise provide any prohibited content, meaning any content that: (a) is inappropriate or offensive (such as inappropriate photographs); (b) promotes racism, bigotry, hatred or physical harm of any kind; (c) harasses or advocates harassment of another person; (d) involves the transmission of “junk mail,” “chain letters,” unsolicited mass mailing, or “spamming”; (e) is false, misleading, or promotes, endorses, or furthers illegal activities; (f) promotes, copies, performs or distributes an illegal or unauthorized copy of another person’s work that is protected by copyright, trademark, trade secret or other intellectual property law; (g) is involved in the exploitation of minors, or solicits personal information from such persons; (h) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; (i) violates the intellectual property rights or other rights of any third-party; or, (j) otherwise violates this Agreement or creates liability for us.

    Circl has the right, but not the obligation, to preview, review, screen, flag, filter, edit, refuse, or remove any or all User Content either by itself, through third parties, or via its community of users.

    You may find some content, including User Content, on the Site and viewed through the Services to be offensive or objectionable, and you use the Site and Services at your sole risk with respect to such.

    Warranty Disclaimer.

    The Site, the Content and the Services are provided to you on an “as is” basis without warranties from Circl of any kind, either express or implied. Circl expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Circl does not represent or warrant that the Site, the Content or the Services are accurate, complete, reliable, current or error-free.

    While Circl attempts to make your access to and use of the Services safe, Circl does not represent or warrant that the Site, the Content or the Services are free of viruses or other harmful components.

    Limitation of Liability; Indemnity

    You waive and shall not assert any claims or allegations of any nature whatsoever against Circl, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Site, the Content or the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content or the Services. You use the Site, the Content and the Services at your own risk.

    Without limitation of the foregoing, neither Circl nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Content or the Services, including without limitation any damages caused by or resulting from your reliance on the Site, the Content or the Services or other information obtained from Circl or any other Released Party or accessible via the Site, the Content or the Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Circl or any other Released Party's records, programs or services.

    In no event shall the aggregate liability of Circl, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site, the Content or the Services exceed any compensation paid by you for access to or use of the Site, the Content or the Services. You shall defend, indemnify and hold harmless Circl and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, the Content, and the Services and if your User Content infringes the rights, including the intellectual property rights, of any third party.

    Communications.

    Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Users in the dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.

    Applicable Law and Venue.

    The Services are controlled by Circl and operated by it from its offices in Toronto, Ontario. You and Circl both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Circl explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content or the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

    Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving Circl and arising out of or relating to (a) these Terms; (b) the Site, the Content or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content or the Services; or (d) the relationships that result from these Terms or the Site, the Content or the Services (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Circl related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Circl. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.

    To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. 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 objection to proceeding in such courts.

    If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Circl and the other Released Parties for your failure to comply with any such laws.

    Termination/Modification of License and Site Offerings.

    Notwithstanding any provision of these Terms, Circl reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof and the rights of any third party to which you have granted access to your User Content; (b) block or prevent your future access to and use of all or any portion of the Services or Content and the rights of any third party to which you have granted access to your User Content; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.

    Inactive Accounts; Termination of Agreement.

    If your account is inactive for at least three months, we may deactivate your account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don’t want us to deactivate it, let us know in advance at support@Circlapp.com . If after your account has been deactivated it stays inactive and we don’t hear from you, we may terminate it at any time and without notice.

    You and Circl may terminate your use of the Services including your agreement to these Terms at any time. When your Circl account is terminated, your User Content will be deleted. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.

    If these Terms expire or terminate for any reason, Sections 7, 11, 16, 17, 19, 20 and 21, and any representation or warranty you make in these Terms, shall survive indefinitely.

    Miscellaneous.

    If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Circl may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Circl, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Circl regarding your use of the Site, the Content and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Circl regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.

    Questions and Comments.

    If you have any questions regarding these Terms or your use of the Services, please contact us here:

    privacy@Circlapp.com

    Contractor

    These Contractor Terms of Service for Service Professionals are to be read in conjunction with the General Terms of Service (●) and are part of your Agreement between Circl operated by Circl Technologies Ltd. (“Circl”) and you (“you” or ”Service Professional”). Terms starting with capital letters or defined in the General Terms of Service have the same meaning as the General Terms of Service (●).

    By registering as a Service Professional, you signify that you have read, understand and agree to be bound by these Contractor Terms of Service and the Agreement in all respects with respect to your provision of Contractor Services, the Website, the App, our provision of the Service, and your use of them.

    PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS, AND INDEMNITIES.