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, directory, how-to guides, downloadable templates, masterclass 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 MEMBERSHIP
Member understands that Circaphiles is providing Member with an annual subscription to access Circaphiles’ vendor directory, which includes access to a global network of trade-only, trade-friendly, and boutique retail resources and service providers (“Membership”).
- For Key Suite Members:
Pay an annual fee of $500.00 (“Annual Membership Dues”), which must be paid once per year, starting on the date the Membership Term (as defined below) commences. A credit card or debit card must be on file for Membership Dues. Member understands and agrees that Annual Membership Dues will be automatically charged on the payment method on file on the renewal date.
Annual Membership Dues not paid on their due date shall incur interest at ten percent (10%) per annum. Late payments may be first applied to interest, at Circaphiles’ discretion.
ii. For Student Members:
Member has two (2) payment options for Membership dues:
- Level One – Pay a fee of $25 every three (3) months (“Student Membership Dues”).
- Level Two – Pay a fee of $42 every three (3) months (“Student Membership Dues”).
Persons who are currently enrolled as students in an interior design program at a college, university, or graduate school (“Student”) will be eligible for a Student Membership. The term for a Student Membership is three (3) months (“Student Membership Term“), automatically renewable unless terminated at least 7 business days prior to the end of the Student Membership Term.
In order to qualify for a Student Membership, Students must provide a valid and current transcript or other school enrollment verification document upon signing up. Additionally, from time to time Circaphiles may request an updated transcript or other school enrollment verification document during the Membership Term.
Student Membership will not contain access to all of the functions, messaging boards and other such forums of the Online Community. However, Students will be granted access to exclusive Student Membership messaging boards in the Online Community. Students are bound by all terms and conditions of the Online Community.
Student Membership Dues not paid on their due date shall incur interest at ten percent (10%) per annum. Late payments may be first applied to interest, at Circaphiles’ discretion.
- For Businesses:
“Company” in this section shall mean any business entity who wishes to purchase Membership for the use of multiple employed persons.
A Company will be able to purchase Membership based on the number of persons they desire to have concurrent access to the Membership. Each Membership plan below will allow for a certain number of concurrent active accounts (“Keys”). A Membership plan that allows for three Keys means only three accounts can access the Membership at any given time.
A Company who wishes to obtain Membership for their employees or contractors may do so under the following payment structure*:
1 Key: $1,000 annually
2 Keys: $2,000 annually
3 Keys: $2,800 annually
4 Keys: $4,000 annually
5-7 Keys: $4,500 annually
8-9 Keys: $6,400 annually
10-14 Keys: $8,000 annually
15 Keys: $9,000 annually
*Such rates are subject to local sales tax, based on location of the purchasing Company.
Such payment for Company’s Membership shall be respectively referred to as “Company Annual Membership Dues”. Interest shall accrue on such membership dues in the same manner as individual membership dues under Section 1(A). Irrespective of whether a Company no longer needs a certain amount of Keys, the Company will still be liable for full payment of the originally agreed upon payment option.
Circaphiles shall have the absolute right to terminate a Company’s Membership for any reason without notice. In the event of such termination for, Company will not be entitled to any refund of Company Annual Membership Dues.
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.
The following is applicable to all Membership types, unless otherwise stated in this Agreement.
Membership access shall be granted within 24 hours of completed payment, or as soon thereafter as reasonably possible. Key SuiteMembership 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”). StudentMembership shall expire on the last day of the third (3rd) month following the first day Membership access is provided (such three-month 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 hereby expressly authorizes Circaphiles to charge Member’s credit card or other payment method on file for automatic renewal of Membership following the expiration of the Membership Term, absent any timely written notice of intent not to renew Membership by Member.
Membership Dues are refundable, only if 5 days have not elapsed since the start of the Membership TermandMember has not accessed their Membership in that time. The original payment processing fee will not be refunded, which is approximately 3% or current rate of processor.
Member understands and agrees that Circaphiles wholly owns and controls all rights to the website, directory, 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. However, Members may directly contact any service providers or vendors listed in the directory. 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. ONLINE COMMUNITY
Members with an active Membership will have access to the exclusive Circaphiles messaging boards reviews, and/or forums (“OnlineCommunity”). The Online Community is intended for Members to communicate, share ideas, inspire, bond, and generally enhance the member experience.
Members using the Online Community shall maintain proper etiquette at all times. Any and all abusive, profane, or generally inappropriate behavior (as determined within Circaphiles’ sole discretion) is strictly forbidden in the Online Community. Members are encouraged to report any of the above behaviors to Circaphiles via email at email@example.com.
Membership of any Member may be terminated, at any time, if they do not abide by the rules set forth herein or for any other reason at Circaphiles’ discretion.
Circaphiles hereby expressly disclaims any liability with respect to the behavior, acts, or omissions of any Member in the Online Community.
Circaphiles owns the Online Community, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of Member content and other Online Community content), computer code, products, software, aggregate star ratings, and all other elements and components of the Online Community. Circaphiles also owns the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with Circaphiles, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of Circaphiles or the Online Community in whole or in part except as expressly authorized by Circaphiles. Except as expressly and unambiguously provided herein, Circaphiles does not grant Member any express or implied rights, and all rights in and to Circaphiles and the Online Community content are retained by Circaphiles.
Content posted by Members (including any that may have been created by employees or contractors of Circaphiles) does not necessarily reflect the opinion of Circaphiles. Except as required by law, Circaphiles has no obligation to retain or provide Member with copies of any Online Community content, and Circaphiles does not guarantee any confidentiality with respect to any Member posted content. Members hereby grant Circaphiles express consent to use any Member posted content, including but not limited to, publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, or distributing it, without notice. As such, Member hereby irrevocably grants Circaphiles world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use any content posted in the Online Community for any purpose. Additionally, Circaphiles may notify its vendors or affiliates of any Member posted content or reviews made about them, but will not disclose the Members name. However, Circaphiles is in no way responsible for Members use of other Members posted content.
Circaphiles expressly reserves the right to remove, screen, edit, or reinstate any Member posted content, including reviews, in the Online Community at Circaphiles sole discretion for any reason or no reason, and without notice.
3. 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, directory, software, or services with any browser.
Member agrees to indemnify, defend and hold Circaphiles and its subsidiaries, affiliates, directors, officers, agents, shoppers, 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, shoppers, 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.
5. PROPRIETARY RIGHTS; COPYRIGHTS; CONFIDENTIALITY
Member acknowledges and agrees that all Circaphiles Products, software, websites, directories, 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.
6. LIMITED WARRANTY
Circaphiles warrants only that the Circaphiles website will provide access to a Circaphiles directory, subject to occasional downtime. This constitutes the entire warranty. Circaphiles does not make any other warranty unless written and signed by both parties. Circaphiles expressly disclaims all other warranties, including but not limited to, with respect to any directory, services, information, or the like, provided to Member, including without limitation the implied warranty of merchantability, fitness for a particular purpose, and all other warranties, implied or express. Circaphiles does not promise, guaranty or warranty that any Circaphiles services will be uninterrupted, timely, secure, or error-free. Circaphiles does not promise, guaranty or warranty the service, products, or quality thereof provided by any of the brands or companies listed on its service directory, ambassadors, agents, employees, contractors, or CircaphilesProducts.
7. LIMITATION OF LIABILITY
MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT CIRCAPHILES AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SHOPPERS, 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, PERSONAL SHOPPER, CONTRACTOR, SERVICE PROVIDER, AMBASSADOR, AGENT, OR OTHER AFFILIATE OF CIRCAPHILES.
- ASSIGNMENT: Member may not assign or otherwise transfer any rights or obligations hereunder.
- 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.
- 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, directory, 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).
- 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.
- 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.
- 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
- 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.
- 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.