AUTHORIZED USER TERMS AND CONDITIONS
PLEASE READ THESE AUTHORIZED USER TERMS AND CONDITIONS CAREFULLY AS THEY CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES.
THE CIRKUIT SYSTEM, WHICH IS COMPRISED OF THE CIRKUIT ALERTING SYSTEM AND THE CIRKUIT SOFTWARE SERVICES, IS OWNED AND OPERATED BY CIRKUIT INC. (“cirkuit“, “WE” AND “US“).
A corporation, partnership, trust, unincorporated organization or other legal entity that we refer to in these Authorized User Terms and Conditions as the “Company” has entered into an agreement with us (the “Company Agreement“) for, among other things, access to and use of the cirkuit System. Pursuant to the Company Agreement, you (an “Authorized User“) are being provided with an account (an “Account“) pursuant to which you are granted:
in each case, for the sole non-commercial purpose of (i) accessing and receiving status reports on certain sensor data and alerts regarding incidents to which you are granted access by the Company and (ii) uploading or otherwise sending to cirkuit various additional information relating to any incidents and any other information requested or permitted by cirkuit, all in accordance with the Company Agreement on the condition that you agree to the terms and conditions set out in these Authorized User Terms and Conditions. If you do not agree to accept the terms and conditions set out in these Authorized User Terms and Conditions, you may not use the cirkuit Software Services.
For additional information about the Company Agreement and the services being provided pursuant thereto, please contact the Company. Any capitalized terms used herein that are not otherwise defined, have the meaning ascribed thereto in the Company Agreement.
You must: (a) keep your user ID and password created to access and use the cirkuit System in accordance with the Company Agreement (the “Access Codes“) secret and confidential; (b) not disclose your Access Codes to any other person; (c) use best efforts to prevent unauthorized access to or use of the cirkuit System; and (d) promptly notify the Company of any actual or suspected unauthorized access to or use of the cirkuit System.
You must not: (a) rent, lease, lend, sell, assign, transfer, convey or otherwise make the cirkuit System available to any other person; (b) bypass or breach any disabling device, security device or protection used by cirkuit in connection with accessing and using the cirkuit System; (b) damage, destroy, modify, disrupt, remove, relocate, disable, impair, interfere with or otherwise impede or harm in any manner the cirkuit System or any components thereof; (c) access or use the cirkuit System to input, upload, transmit, activate or store any (i) information or materials that may be defamatory, threatening, harmful, injurious or unlawful, (ii) any viruses, worms, time bombs, trojan horses, backdoor, malware and other harmful or malicious code, files, scripts, agents, programs or other technology or devices capable of disrupting, erasing, disabling, damaging, gaining unauthorized access to or shutting down a computer system or software or hardware components thereof, or (iii) any other information or materials that is not specifically permitted under the Company Agreement; (d) attempt to gain unauthorized access to the cirkuit System or any other computer system of cirkuit or software or hardware components thereof or any third party data or materials; (e) access or use the cirkuit System in any manner that, in whole or in part, infringes on, misappropriates or otherwise violates any intellectual property rights or any other rights of any person or any applicable laws; (f) copy, frame, reproduce or mirror any part or content of the cirkuit System; (g) create derivate works or improvements based on the cirkuit System; (h) reverse engineer, decompile, dissemble, decode, adapt or otherwise attempt to derive or gain access to the source code of the cirkuit System or any part thereof; (x) access or use the cirkuit System to develop a competitive product or service or copy any ideas, features or functions of the cirkuit System; or (j) authorize, permit, or encourage any third party to do any of the above.
Authorized User Information
Once you have an Account, you will be required, from time to time and at any time, to upload or otherwise send to cirkuit: (i) certain personal information about yourself or others that is necessary for cirkuit to provide the services contemplated by the Company Agreement (the “Authorized User Personal Information“); and (i) various additional information relating to any incidents and any other information required to provide and/or improve the services contemplated by the Company Agreement, as requested or permitted by cirkuit (other than Authorized User Personal Information) (the “Authorized User Non-Personal Information” and, collectively, with the Authorized User Personal Information, the “Authorized User Information“).
You agree at all times to: (i) provide accurate, current and complete Authorized User Information; and (ii) maintain and update the Authorized User Information you submit to keep it accurate, current and complete.
By accessing and using the cirkuit System, you thereby grant cirkuit and its third-party service providers a non-exclusive, non-transferrable, world-wide, fully paid, royalty-free, irrevocable, perpetual license and right to collect, access, use, process, save, store, copy, disclose, distribute, transfer and otherwise handle such Authorized User Personal Information as is:
In addition, by accessing and using the cirkuit System, you thereby grant cirkuit and its third party service providers a non-exclusive, world-wide, fully paid, royalty-free, irrevocable, perpetual license and right to collect, access, use, process, compile, save, store, copy, disclose, distribute, sell, assign, transfer, convey and sublicense any Authorized User Non-Personal Information for cirkuit’s internal or commercial business purposes.
EXCEPT AS EXPRESSLY STATED IN THE COMPANY AGREEMENT, CIRKUIT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, OF ANY KIND AND ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY CIRKUIT, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION ON IMPLIED WARRANTIES, SO THE LIMITATION SET FORTH ABOVE MAY NOT APPLY. CIRKUIT MAKES NO WARRANTY THAT THE CIRKUIT SYSTEM WILL BE SECURE OR ERROR FREE.
CIRKUIT EXPRESSLY WARNS THAT:
CIRKUIT FURTHER WARNS THAT NO ONE SHOULD RELY ON THE CIRKUIT SYSTEM AS A SOLE AND ENTIRE METHOD OF ANY INCIDENT DETECTION.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CIRKUIT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES (THE “CIRKUIT GROUP“) BE LIABLE OR RESPONSIBLE, UNDER ANY CIRCUMSTANCES, FOR ANY EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, LOSS OF PROFIT, LOST REVENUE OR OTHER SIMILAR DAMAGES ARISING OUT OF, OR RELATED TO, ANY MISREPRESENTATION, BREACH OR NON-PERFORMANCE OF THE COMPANY AGREEMENT, INCLUDING THESE AUTHORIZED USER TERMS AND CONDITIONS, OR ARISING OUT OF THE USE OR MISUSE OF THE CIRKUIT SYSTEM, OR ANY OTHER CAUSE OF ACTION RELATING TO THE COMPANY AGREEMENT, INCLUDING THESE AUTHORIZED USER TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY CLAIM IN NEGLIGENCE, TORT, UNJUST ENRICHMENT OR ANY OTHER CAUSE OF ACTION REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER THE COMPANY WAS OR WAS NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM WAS BASED.
THE CIRKUIT GROUP SHALL NOT BE LIABLE OR RESPONSIBLE, UNDER ANY CIRCUMSTANCES, FOR ANY CLAIMS OR DAMAGES ARISING FROM OR RELATING TO ANY ACT OR OMISSION OF THE COMPANY OR ANY AUTHORIZED USER OR ANY MISREPRESENTATION OR BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY IN THE COMPANY AGREEMENT, INCLUDING THESE AUTHORIZED USER TERMS AND CONDITIONS, OR ANY NON-PERFORMANCE OR BREACH OF ANY COVENANT OR THE COMPANY OR ANY AUTHORIZED USER IN THE COMPANY AGREEMENT, INCLUDING THESE AUTHORIZED USER TERMS AND CONDITIONS,.
THE CIRKUIT GROUP SHALL NOT BE LIABLE FOR ANY DEFACEMENT OF, OR DAMAGE TO, THE SITE RESULTING FROM THE ATTACHMENT OF ANY INSTRUMENTS, APPARATUSES OR ASSOCIATED WIRING FURNISHED BY CIRKUIT, OR REMOVAL THEREOF, WHEN SUCH DEFACEMENT OR DAMAGE IS NOT WHOLLY CAUSED BY CIRKUIT’S NEGLIGENCE.
NOTWITHSTANDING ANY OTHER PROVISION OF THE COMPANY AGREEMENT, INCLUDING THESE AUTHORIZED USER TERMS AND CONDITIONS, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE CIRKUIT GROUP ARISING OUT OF OR RELATING TO THE COMPANY AGREEMENT, INCLUDING THESE AUTHORIZED USER TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID UNDER THE COMPANY AGREEMENT FOR THE 2 MONTHS PRIOR TO THE DATE OF THE BREACH.
NONE OF THE EXCLUSIONS SHALL APPLY IN THE EVENT OF FRAUD, WILFULL MISCONDUCT OR INTENTIONAL MISREPRESENTATION.
THE CIRKUIT GROUP SHALL NOT BE LIABLE OR RESPONSIBLE, UNDER ANY CIRCUMSTANCES, FOR ANY ACT OR OMISSION BY ANY THIRD PARTY.
In the event that the Company Agreement is amended, we reserve the right to make any corresponding amendments to the terms and conditions set out in these Authorized User Terms and Conditions, which amendments will be effective immediately upon giving notice to you. Notice may be provided by posting the amendments on our mobile-based or web-based application through which we provide the cirkuit Software Services. Your continued use of the cirkuit Software Services after the amendments are posted will be deemed acceptance of the amendments. Be sure to return to these Authorized User Terms and Conditions periodically to ensure you are familiar with the most current version of these Authorized User Terms and Conditions.