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CIRCAPHILES KEY HOLDER MEMBER AGREEMENT

CIRCAPHILES MEMBER AGREEMENT

 

This agreement (“Agreement”) is between CIRCA GENEVIEVE ID, LLC, a California Limited Liability Company d.b.a. Circaphiles (“Circaphiles”), and any person or business entity who uses Circaphiles’ website, directory, services, and/or software (“Member”).  By using Circaphiles’ website, downloadable templates and guides, content, services, software, or other content created by Circaphiles or otherwise made available by Circaphiles (collectively referred to as “CircaphilesProducts”) Member understands, confirms, and agrees to the terms of this Agreement, and any updates to this Agreement that Member is given any notice of, electronically or otherwise.  Each may be referred to individually as a “Party” or collectively “Parties”.

 

1.CIRCAPHILES KEY HOLDER MEMBERSHIP

 

Membership:

 

Member understands that Circaphiles is providing Member with access to proprietary Circaphiles’ Message Boards, Expert Guides and Templates, Zoom calls, workshops and networking events (“Membership”).

 

Membership Payment:

 

For Individual and Businesses:

 

Pay an annual fee of $500 (“Annual Membership Dues”), which must be paid once per year starting on the date of the Membership Term (as defined below) commences.  Access message boards, download guides and templates, attend Zoom calls as desired.  Purchase ticket for workshops and networking events as desired.  A credit card or debit card will be kept on file and this card will be charged on renewal date.

 

As long as Company has Membership, its Employees shall have the rights and obligations of a Member hereunder.  Company shall be liable to Circaphiles for all acts or omissions of its Employees, including ensuring compliance of its Employees with all of the obligations that apply to Member hereunder.

 

Membership Terms:

 

Membership access shall be granted within 24 hours of completed payment, or as soon thereafter as reasonably possible.  Membership shall expire on the 365th day following the first day Membership access is provided (such 365-day period being referred to hereinafter as the “Membership Term”).  Membership shall renew automatically following the expiration of the Membership Term, unless Member provides written notice of cancellation of Membership at least thirty (30) days prior to the expiration of the Membership Term. 

 

Member understands and agrees that Circaphiles wholly owns and controls all rights to the website, services, software, and any other items or information, whether tangible or electronic, provided by Circaphiles.  Member understands and agrees that they are receiving no rights hereunder other than use of the Membership for the Membership Term.  Member may use the benefits of Membership for the entire duration of the Membership Term.  Member understands and agrees that from time to time certain benefits of Membership may be temporarily unavailable due to maintenance or other unforeseen issues and agrees that such temporary unavailability will not extend the Membership Term or entitle Member to a refund or any other form of recovery, rights, or remedies.  Member may not directly, or through a third party do any of the following: copy, modify, use a modified version of, create a derivative work from, resell, duplicate, copy, sell, trade, exploit for commercial or private purposes, reverse engineer, or reverse assemble any portion of Circaphiles Products or the Membership, use of Circaphiles Products or the Membership, or access to Circaphiles Products or the Membership; otherwise attempt to discover any source code; sell, assign, sublicense, grant a security interest in or otherwise transfer any right in Circaphiles Products or the Membership.  With the exception of using a downloadable template for its intended purpose, screenshotting, photographing, reprinting, saving, recreating, copying, reverse-engineering, or in any other way reproducing any Circaphiles Products is expressly forbidden and shall constitute a material breach of this Agreement, as well as subject Member to liability for damages owed to Circaphiles for such breach, including but not limited to the cost of developing such Circaphiles Products.  Member will not access Circaphiles Products or the Membership other than through the interface provided by Circaphiles to access Membership. Circaphiles will take reasonable steps to safeguard any data provided by Member to Circaphiles.

 

Member understands and agrees that Circaphiles may terminate Membership of any Member at any time, as well as pursue any applicable legal remedy provided by law.  In the event of termination of Membership, Circaphiles will not have any obligation to refund any amount of Membership Dues or CompanyMembership Dues.

 

Member understands and agrees that Circaphiles may amend this Agreement from time to time.  In the event of such amendment by Circaphiles, Member will be notified via email to any email address provided by Member to Circaphiles or by any other reasonable means of notice as determined within Circaphiles’ sole discretion.  Member agrees that if Member does not provide written notice of rejection of any amendment to this Agreement to the current address of Circaphiles’ principle place of business to Circaphiles within thirty days of receiving notice of such amendment, then Member shall be deemed to have accepted and agreed to such amendment in its entirety.  Member further understands and agrees that, irrespective of whether such notice is provided, Member’s continued access to or use of CircaphilesProducts after the effective date of changes to the Agreement represents Member’s acceptance of such changes.  Member understands and agrees that Circaphiles may be subject to a change of control or ownership.  In the event of a change of control or ownership of Circaphiles, this Agreement shall remain in full force and effect.

 

2. BROWSER COMPATIBILITY

 

Member understands and agrees that because the Circaphiles platform is available online, it may or may not be compatible with certain browsers; Circaphiles does not warrant or guaranty the compatibility of its website, software, or services with any browser.

 

3. INDEMNITY

 

Member agrees to indemnify, defend and hold Circaphiles and its subsidiaries, affiliates, directors, officers, agents, ambassadors, employees, partners, shareholders, predecessors, successors, assignees, licensees and licensors harmless from and against any and all losses, damage, liability, claim, demand, fines, penalties, suit, cause of action, debt and expense, including reasonable attorneys’ fees, due to, in connection with, or arising out of any information or services provided by Circaphiles, its employees, ambassadors, agents, contractors, and/or affiliates under this Agreement, Member’s use of or connection with the information or services provided by Circaphiles under this Agreement, Member’s violation of any and all terms of this Agreement, or Member’s violation of any rights of any third party.

 

4. PROPRIETARY RIGHTS; COPYRIGHTS; CONFIDENTIALITY

 

Member acknowledges and agrees that all Circaphiles Products, software, websites, services, media, information, contacts, creations, pricing information, technical information, supply sources, and other documents, information, and items, developed and/or provided by Circaphiles (“Confidential Material”) contain proprietary and confidential information, are trade secrets, are legally and entirely owned, controlled, and/or licensed by Circaphiles, irrespective of whether Circaphiles has or has not filed for copyright or patent protection for such items, and are protected by this Agreement and applicable intellectual property and other laws.  Member agrees that Member will not, at any time (to the greatest extent permitted by law), copy, remove, use (directly or indirectly), display, or disclose any Confidential Material or the terms of this Agreement to any third party, except as expressly authorized by Circaphiles.

 

5. LIMITATION OF LIABILITY

 

MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT CIRCAPHILES AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AMBASSADORS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO MEMBER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM ANY CLAIMS, INCLUDING BUT NOT LIMITED TO: (i) THE USE OR THE INABILITY TO USE ANY SOFTWARE, DIRECTORY, INFORMATION, OR SERVICES PROVIDED HEREUNDER; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO MEMBER’S DATA; (iv) ANY DAMAGES RESULTING FROM CIRCAPHILES’ USE OF ANY THIRD PARTIES FOR HOSTING, TOOLS, OR UTILITIES; OR (v) ANY OTHER MATTER RELATING TO CIRCAPHILES PRODUCTS OR CIRCAPHILES, ITS SOFTWARE, DIRECTORY, INFORMATION, OR SERVICES PROVIDED TO MEMBER UNDER THIS AGREEMENT.  MEMBER WAIVES ANY RIGHTS, LEGAL OR OTHERWISE, TO THE EXTENT INCONSISTENT WITH THE TERMS OF THIS AGREEMENT AND PERMISSIBLE BY LAW.

 

NOTWITHSTANDING ANY OTHER PROVISION HEREOF, MEMBER AGREES THAT THE TOTAL AMOUNT RECOVERABLE FROM CIRCAPHILES FOR ANY REASON IN CONNECTION WITH, ARISING OUT OF, OR IN RELATION TO THIS AGREEMENT, INCLUDING BREACH OR VIOLATION HEREOF, SHALL BE LIMITED THE TOTAL AMOUNT ACTUALLY PAID BY MEMBER TO CIRCAPHILES FOR SERVICES RENDERED IN THE YEAR IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO ANY LIABILITY. 

 

MEMBER FURTHER EXPRESSLY UNDERSTANDS AND AGREES THAT CIRCAPHILES IS NOT RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY MEMBER, CONTRACTOR, SERVICE PROVIDER, AMBASSADOR, AGENT, OR OTHER AFFILIATE OF CIRCAPHILES.

 

6. MISCELLANEOUS

  1. ASSIGNMENT: Member may not assign or otherwise transfer any rights or obligations hereunder.
  2. GOVERNING LAW: This Agreement and the legal relations among the parties shall be interpreted, construed and governed by the laws of California, without giving effect to any conflicts of laws.
  3. ARBITRATION AND CLASS ACTION WAIVER: The parties agree that any dispute arising out of or relating to any aspect of the Agreement or relationship between Member and Circaphiles will not be decided by a judge or jury but instead by a single arbitrator in a binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. This includes claims arising before this Agreement, such as claims related to statements about Circaphiles Products, Circaphiles’ services, information, software, or products.  The arbitrator may only resolve disputes between Member and Circaphiles and may not consolidate claims without the consent of all parties. The arbitrator cannot hear class or representative claims or requests for relief on behalf of other Members. In other words, class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Any arbitration decision shall be final and non-appealable unless the parties hereto mutually agree otherwise in writing before a final decision by the arbitrator(s). Judgment upon the award rendered by the arbitrator(s) may be entered in any court having in personam and subject matter jurisdiction. Each party hereto hereby submits to the in personam jurisdiction of the Superior Court of the State of California, in the County of Los Angeles for the purpose of confirming any such award and entering judgment thereon and for purposes of any equitable or injunctive relief. If a court or arbitrator decides that any part of this agreement to arbitrate cannot be enforced as to a particular claim for relief or remedy, then that claim or remedy (and only that claim or remedy) must be brought in court and any other claims must be arbitrated.  Either Party may elect to take an individual dispute to small claims court.  In such a small claims case, the prevailing party’s attorney fees shall be recoverable up to three thousand dollars ($3,000.00).
  4. ENTIRE AGREEMENT: This Agreement and any related terms and conditions contains the entire agreement agreed on by the parties with respect to the relationship between Member and Circaphiles. This Agreement supersedes all prior negotiations, discussions, correspondence and agreements between the parties. Member agrees to be bound by the terms of this Agreement and understands and agrees that this Agreement shall apply to and control all services, products, directory, software, or other information performed and provided by Circaphiles for Member, unless agreed otherwise in writing.
  5. SEVERABILITY; HEADINGS: If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The headings herein are for reference only and are not intended to describe, interpret, define or limit the extent or intent of this Agreement or of any part hereof.
  6. FORCE MAJEURE:Circaphiles shall not be liable to Member for any default or delay in the performance of any of its obligations under this Agreement, including failure to provide any services to Member under this Agreement, resulting directly or indirectly from forces or events beyond Circaphiles’ control, including, without limitation, fire, flood, accident, acts of God, labor disputes, acts of war or terrorism, disease, virus, catastrophic event of any kind, interruptions of transportation or communications, supply shortages, failure by any third party to perform any commitment, or inability to obtain access to any Circaphiles
  7. SURVIVAL: Except as otherwise expressly provided in this Agreement, all representations, obligations of Member, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the parties to be a part of this Agreement, will survive the termination of this Agreement forever or until the maximum time allowed by either Federal, State, or local law, whichever is longer. Such surviving provisions include without limitation proprietary rights and confidentiality herein.
  8. NOTICES: All notices and reports permitted or required to be delivered by a party shall be deemed delivered: (i) when delivered in person; (ii) one business day after transmission by facsimile or other electronic system; or (iii) three business days after deposit in the United States Mail by Registered or Certified Mail, return receipt requested, postage prepaid and addressed as follows:

 

If to Circaphiles:

CIRCA GENEVIEVE ID, LLC

16830 VENTURA BLVD., STE #360
ENCINO, CA 91436

 

If to Member: at any address provided by Member.

 

Either party shall have the right to change the address for notice by delivering a notice to the other party in accordance with the provisions of this paragraph.

 

 

Member                                                                                                                              Circaphiles

 

By:                                                                                                                                          By:                                                                                   

 

 

Name:                                                                                                                                   Name:                                                                            

 

 

Date:                                                                                                                                     Date: