Last updated: 22nd June, 2021
CircleUp reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and CircleUp does not undertake any obligation or responsibility to update or amend any such information. CircleUp may discontinue or change any product or service described in or offered on the CircleUp Site at any time. CircleUp further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that CircleUp and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.
1. User Representations and Information
You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. CircleUp may, in its sole discretion, refuse to offer any Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access any such Service is revoked in such jurisdictions. If you are using the Site or Services on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify CircleUp for violations of this Agreement.
2. Securities Products
None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where CircleUp is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.
3. Modification of Agreement
4. Proprietary Rights
The CircleUp logo is a trademark and service mark of CircleUp. CircleUp or its licensors own and retain all proprietary rights in the Site, the Service and all material and information posted thereon ("Content"). The Site contains the copyrighted material, trademarks and other proprietary information of CircleUp and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of CircleUp.
In addition, to the extent you receive information from CircleUp, Issuers, Investors, or other Users with respect to any activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Issuer, Investor or User. You agree that CircleUp may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of CircleUp, its users, or the public.
5. Authorized User
Our Services and certain pages of the Site are available only to Users who have been authorized by us to use those Services and web pages on the Site. Such authorization will require completion of satisfactory background information screening and/or identification verification.
CircleUp grants you a limited, non-exclusive license to use this website and any information contained therein for your personal and non-commercial use only. Content and all other intellectual property rights in or on CircleUp’s website, as well as any products and services offered through CircleUp’s website, are owned by CircleUp, CircleUp’s licensors, and/or CircleUp’s partners and is protected by copyright, trade dress, patent and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You may not distribute, perform, display, modify, reproduce, license, lease, sell, transmit, transfer, publish, copy, create derivative works from, rent, decompile, disassemble, reverse engineer, or otherwise use in any other way for commercial or public purposes any information, software, products or services obtained from this website unless expressly authorized by CircleUp to do so. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to any content or information on the CircleUp website or provided to you by CircleUp.
Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of any passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party's use and enjoyment of the Site or Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. CircleUp reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
6. Use of Links
7. Third Party Content
Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively "Third Party Content"). CircleUp does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that CircleUp is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.
8. Copyright Policy
If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify CircleUp as soon as possible by sending an email to email@example.com, or by contacting CircleUp's Agent (listed below) with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
CircleUp's agent may be contacted at: Incorporating Services, Ltd 3500 South DuPont Highway Dover, DE 19901
We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, CircleUp will also terminate a User's account if the user is determined to be a repeat infringer.
CircleUp may terminate or block your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
10. Warranty Disclaimer
CircleUp has no special relationship with or fiduciary duty to you. You acknowledge that CircleUp has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release CircleUp from all liability for you having acquired or not acquired Content through the Site. CircleUp makes no representations concerning any Content contained in or accessed through the Site, and CircleUp will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
CircleUp neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.
THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.
CircleUp makes no representation or warranty, express or implied, with respect to any third party data provided to CircleUp or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. CircleUp will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by CircleUp or "force majeure" or any other cause beyond the control of CircleUp.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
Electronic Communication Privacy Act Notice (18usc 2701-2711): CircleUp makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. CircleUp will not be liable for the privacy of email addresses, identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on CircleUp's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless CircleUp, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. CircleUp reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with CircleUp in asserting any available defenses.
12. Limitation of Liability
IN NO EVENT SHALL CIRCLEUP, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
13. Governing; Law Arbitration
This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and CircleUp, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against CircleUp only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
14. Data; Account Security
In consideration of your use of the Site and CircleUp products and services, you agree to (a) provide accurate, current and complete information about you ("Registration Data"); (b) maintain the security of your password, where a password exists, and identification; (c) promptly notify CircleUp to update the Data, and any other information that you provide to CircleUp, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Data and any other information you provide to CircleUp.
15. Integration and Severability
16. Electronic Business Consent
By using our Service, you hereby agree and consent to receive all notices, disclosures, documents, analyses, and all other materials and communications concerning you or CircleUp, including, without limitation, information required or permitted to be provided to you under this Agreement or any other Agreement between you and CircleUp. Electronic Business includes, but is not limited to, means via email, the Site, or any other form of electronic communication. You agree and consent to transact business with CircleUp online and electronically. As such, by accessing the Site and submitting your information, you consent to transact business electronically and to receive electronically all disclosures, documents, communications, notices, contracts, and agreements resulting from or relating in any way to your or our rights, obligations, or Services under this Agreement or any other interaction or agreement between you and CircleUp from CircleUp, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes, at any telephone number, or physical or electronic address you provide or at which you may be reached. You understand you are not required to provide this consent as a condition of purchasing any property, goods or services. You certify that you have authority to provide this consent either because you are the subscriber of these telephone numbers or a non-subscriber customary user who has authority to consent to these communications. Opt-Out: You can revoke your consent by contacting us via email at firstname.lastname@example.org.
17. Additional State Law Notices
Loans to California residents are made pursuant to CircleUp Credit Advisors LLC’s California Finance Lenders License (No. 60DBO-69106).
18. Equal Credit Opportunity & Fair Lending
The purpose of the Equal Credit Opportunity Act and Consumer Financial Protection Bureau Regulation B is to require financial institutions and other firms engaged in the extension of credit, including business and commercial credit, to make credit equally available to all creditworthy customers on a prohibited bases.
19. Unfair and Deceptive Acts and Practices
Section 5 of the Federal Trade Commission Act (“FTC Act”) broadly prohibits unfair or deceptive acts or practices affecting commerce. CircleUp and its service providers are required to comply with the FTC Act in connection with all of its credit-related activities.