CIRCAPHILES SERVICE DIRECTORY AGREEMENT

This Circaphiles Service Directory Agreement (“Agreement”) is made, entered into, and effective as of the date of execution below (“Effective Date”), by and between Circa Genevieve ID, LLC, a California Limited Liability Company d.b.a. Circaphiles (“Circaphiles”), and you (together with your Affiliates and subsidiaries, “Provider”). Each referred to individually as a “Party” or collectively “Parties”.

BY CLICKING THE “I ACCEPT TERMS” BUTTON, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.

RECITALS

Circaphiles and Provider are hereby entering into this Agreement for the purposes of Provider providing Circaphiles’ members, users, customers, or other affiliates (“Members” or individually, “Member”) with certain services, information, and products (“Provider Products”) in exchange for Circaphiles providing its Members exposure to Provider and Provider’s Products.

The terms of this Agreement between Circaphiles and Provider are set forth below, subject to any updates to this Agreement that Provider is given any notice of, electronically or otherwise.

1. TERM

The Parties shall be bound by the terms of this Agreement for one (1) year following the Effective Date (“Term”). The Term shall be automatically renewed for an additional one (1) year following the expiration of the Term unless either Party provides written notice (via e-mail) of cancellation of this Agreement at least thirty (30) days prior to the expiration of the Term.

2. TERMS

Provider understands and agrees that other than being listed on Circaphiles online platform as a service provider (such list being hereinafter defined as the “Directory”) this Agreement does not guarantee Provider any level of exposure, exclusivity, or other rights on any Circaphiles platform and that Circaphiles is free to contract with, partner with, and advertise any products from any company at any time. Further, nor does Circaphiles guarantee that Provider will be listed in any specific order or with any preferential or equal exposure as other providers in the Directory. Provider understands and agrees that Circaphiles sole obligation is to list Provider and/or certain of the Provider’s Products on the Directory. Circaphiles shall have discretion to list only certain of Provider’s Products, all of Provider’s Products, or only Provider’s name on the Directory, Circaphiles’ website. Provider shall also have discretion as to any Provider Products to be included on the Directory, and shall have the right to approve, in its sole discretion, the posting of its name and/or Provider Products on any platform other than the Directory or Circaphiles’ website.

Provider understands and acknowledges that Circaphiles will in no way be selling any of Provider’s Products through any Circaphiles platform, nor engaging in the sales process whatsoever. Circaphiles’ sole function will be to provide exposure of the Provider to Circaphiles Members in accordance with the terms of this Agreement.

Provider shall not have the ability to view the Directory. Only upon written request to Circaphiles may Provider view a screen shot of their own profile in the Directory. Information used with respect to the Provider’s listing in the Directory shall be based on the information provided by Provider in connection with Provider’s application form. Once every twelve months, Provider may request a change in the information displayed in Provider’s listing in the Directory, at no cost to Provider.

Provider will not be charged any monetary amount by Circaphiles to be listed on the Directory.

Notwithstanding any other provision hereof, Circaphiles reserves the express right to remove Provider from its Directory at any time for any reason.

Provider understands and agrees that it may not charge Circaphiles any amount, including but not limited to, in connection with any purchases or returns made by a Member.

3. PROVIDER’S COVENANTS AND REPRESENTATIONS

Provider covenants that it will promptly fulfill any order placed a by a Member for any Provider Product that Provideradvertised at the time the order was placed, and that it will do so in compliance with (1) the terms hereof, (2) any advertisement, description, or listing of Provider, and (3) any advertisement, description, or listing of Circaphiles.

Provider understands that Circaphiles is in the business of providing its members with access to third-parties selling premium quality and high-end products and services. Provider covenants that all Provider Products will meet the industry standard in high-end craftsmanship and materials. Provider further covenants that it will uphold any applicable express and implied warranties in connection with Provider Products. Provider covenants that it will take necessary steps to ensure the timely and safe delivery of Provider Products ordered by a Member.

Provider hereby represents that Provider has the right to use, sell, redesign, modify, advertise, list, or otherwise dispose of all Provider Products and that such acts would not be in violation of any contractual or third party’s rights.

Provider agrees that it may, in its sole discretion, feature its participation on the Circaphiles website and/or Directory on its social media, website and/or blog.

Provider agrees to at all times comply, in all material respects, with all applicable laws, including with respect to sales, advertising, data collection, telemarketing, robocalling, solicitation, credit card processing, debt collection, and other forms of consumer protection.

4. CIRCAPHILES’ COVENANTS AND REPRESENTATIONS

The Parties agree that Circaphiles is in no way responsible for any minimum amount of purchases made by Members with respect to Provider Products. Circaphiles does not make any warranty unless otherwise written and signed by both parties. Circaphiles expressly disclaims all warranties, including but not limited to, with respect to any directory, users, customers, members, services, information, or the like, provided by Circaphiles. Provider understands and agrees that from time to time Circaphiles’ website, or other platforms, may be temporarily unavailable due to maintenance or other unforeseen issues; Provider agrees that such temporary unavailability will not constitute a breach of this Agreement or entitle Provider to any form of recovery, rights, or remedies.

5. ONLINE COMMUNITY

Circaphiles provides its Members with the opportunity to partake in an online community that includes chat rooms, message boards, forums, and reviews of Providers (“Online Community”).

Circaphiles will provide rules for engagement and does not condone any abusive, defamatory, abusive, indecent, profane, or otherwise inappropriate language or behavior in its Online Community. However, Circaphiles is not responsible for any statements made by anyone in the Online Community, including but not limited to, with respect to any Provider or Provider Products. From time to time, Circaphiles will monitor, edit, and censor any statements made in its Online Community. If a comment is made against the rules, Circaphiles will remove such comment issue a warning to the Member in violation.

Circaphiles hereby expressly disclaims any liability with respect to any damages, claims, causes of actions, or the like, with respect to any statements made in the Online Community.

Upon request, Circaphiles may, in its sole discretion, provide Providers with a copy of any reviews regarding Provider in the Online Community, for a fee to be negotiated by and between Circaphiles and Provider. Such reviews provided to Providers shall be redacted with respect to any personal information, as to ensure the anonymity of any Circaphiles Member.

6. INDEMNITY

Provider 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, products, services, or actions arising from Circaphiles, its employees, members, shoppers, ambassadors, agents, contractors, and/or affiliates under this Agreement; Circaphiles’ use of or connection with the information, products, or services provided by Provider under this Agreement; Providers violation of any and all terms of this Agreement; and Circaphiles’ violation of any rights of any third party in connection with any information, services, or products provided by Provider. Provider shall have no liability or indemnity obligations to Circaphiles in the event that Circaphiles makes any modifications to any of the information, services, or products provided by Provider to Circaphiles or if Circaphiles uses any information, services or products provided by Provider in a way that is not authorized by Provider.

7. PROPRIETARY RIGHTS; COPYRIGHTS; CONFIDENTIALITY; NON-SOLICITATION

Circaphiles’ maintains an exclusive list of all or a portion of its Members (“Member List”). Provider understands and agrees that this Agreement in no way grants Provider any viewing, access or ownership rights to the Member List or its list of other providers. Provider understands and agrees that Circaphiles wholly owns and controls all rights to Circaphiles’ website, directories, Member List, provider list, other lists, services, products, designs, software, media, information, contacts, creations, pricing information, technical information, supply sources, and other documents, and any other items or information, whether tangible or electronic (“Confidential Materials”).

Except as expressly permitted herein, Provider will not access the Member List or contact or solicit Members other than through any means provided by Circaphiles to Provider, subject to the terms hereof. However, this section shall in no way prohibit Provider from engaging with a Member already known to Provider prior to the Effective Date or prohibit Provider from engaging with a Member sourced through means outside of the Directory.

Provider agrees to take reasonable steps to safeguard the Confidential Materials.

Provider acknowledges and agrees that all Confidential Materials 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. Provider agrees that Provider will not, at any time (to the greatest extent permitted by law), copy, remove, use (directly or indirectly), display, disclose, 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 Confidential Materials, the terms of this Agreement, or any other information or material provided by or obtained through Circaphiles, except as expressly authorized by Circaphiles.

Circaphiles acknowledges and agrees that all Provider Products are the sole and exclusive property of Provider and that Circaphiles shall have no right, title or interest in the Provider Products.

8. LIMITATION OF LIABILITY

PROVIDER 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 PROVIDER OR ANY OF ITS AFFILIATES 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 OR RETURN OF ANY GOODS AND SERVICES; (iii) ANY DAMAGES RESULTING FROM CIRCAPHILES’ USE OF ANY THIRD PARTIES FOR HOSTING, TOOLS, OR UTILITIES; OR (iv) ANY OTHER MATTER RELATING TOCIRCAPHILES, ITS SOFTWARE, DIRECTORY, INFORMATION, OR THE LIKE UNDER THIS AGREEMENT. PROVIDER 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, PROVIDER AGREES THAT THE TOTAL AMOUNT RECOVERABLE FROMCIRCAPHILES FOR ANY REASON IN CONNECTION WITH, ARISING OUT OF, OR IN RELATION TO THIS AGREEMENT, INCLUDING BREACH OR VIOLATION HEREOF, SHALL BE TO ONE THOUSAND U.S. DOLLARS.

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

9. TERMINATION

The Parties shall be bound by the terms of this Agreement for the Term. Notwithstanding any provision herein, Circaphiles may temporarily or permanently remove Provider and Provider Products from Circaphiles’ list of available providers and products accessible to Members for any reason, without notice and (ii) Provider may terminate this Agreement at any time on three (3) days’ notice, and Circaphiles shall remove any reference to Provider or Provider’s Products from the Directory, website or any other platform controlled by Circaphiles within such three (3) business day period. In the event of termination, Circaphiles shall owe nothing further to Provider.

10. PERFORMANCE

Provider shall perform its obligations under this Agreement with the utmost diligence and care. Provider shall ship any Provider Products in accordance with the industry standard shipping procedures of premium products of similar design.

11. MISCELLANEOUS

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 Provider 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 Commercial Arbitration Rules. This includes claims arising before this Agreement, such as claims related to statements about Circaphiles, Circaphiles’ services, information, directory, software, or products. The arbitrator may only resolve disputes between Provider 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 Providers. 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 small claims case the prevailing Party’s attorney fees shall be recoverable up to three thousand dollars ($3,000.00).
ASSIGNMENT: Provider may not assign or otherwise transfer any rights or obligations hereunder;provided, however, Provider may assign or transfer its rights and obligations under this Agreement in connection with a merger of the Company into another entity or a sale of all or substantially all of the assets of Provider.
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 Provider and Circaphiles. This Agreement supersedes all prior negotiations, discussions, correspondence and agreements between the parties. Provider 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 between the Parties, unless agreed otherwise in writing.
FORCE MAJEURE: Neither party shall be liable to the other for any default or delay in the performance of any of its obligations under this Agreement, resulting directly or indirectly from forces or events beyond such party’s 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, or supply shortages.
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.
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 Provider: (email address provided by Provider upon sign up)

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.
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.
SURVIVAL: Except as otherwise expressly provided in this Agreement, all representations, obligations of Provider, 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.
WAIVER; AMENDMENTS; MODIFICATIONS: Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the Parties.

BY CHECKING THE BOX NEXT TO THE WORDS “I ACCEPT TERMS” BELOW, YOU EXECUTE AND AGREE TO THIS AGREEMENT EFFECTIVE AS OF TODAY’S DATE (“EFFECTIVE DATE”), AGREE TO BINDING ARBITRATION AND WAIVER OF CLASS ACTION RIGHTS, AND CREATE A BINDING AGREEMENT WITH CIRCAPHILES.