Welcome to Cirqul. These Terms of Use (“Terms”) govern your use of the services and products provided by CIRQUL VENTURES INC. and its affiliated businesses (referred to collectively as “Cirqul”, “we”, “us”, or “our”).

You can view information relating to our products and services and login to access and use the Cirqul products and services from the website located at Cirqul.com (the “Site”) and/or by downloading our mobile device application (the “App”). The Site, services, products, and the App are collectively referred to as the “Services”. By using the Services, you agree to receive all disclosures electronically. See “Electronic Consent Terms” below for more information.

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION BY BINDING ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “DISPUTE RESOLUTION BY BINDING ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CIRQUL WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IT AFFECTS YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.

Agreement to Terms.

By using any of our Services or clicking “Continue” or “Agree and Continue” (or a similar button or link) when provided with a link or other access to these Terms and Privacy Policy, you agree to be bound by these Terms and Privacy Policy. If you don’t agree to be bound by these Terms and Privacy Policy, do not use the Services or click “Continue”. Please retain a copy of these Terms. Please review the Privacy Policy for information about how we collect, use, and disclose your personal information. You understand, acknowledge, and agree that your use of the Services is subject to our Privacy Policy.

Eligibility to Use Services.

You may only use the Services if you: (i) are eighteen (18) years of age or older and capable of forming a binding contract with Cirqul; (ii) are a United States citizen (or a legal U.S. resident); (iii) do not reside in a jurisdiction that restricts the use of internet-based applications or the ability to enter into contracts such as these Terms for any reason; and (iv) are not barred or otherwise prohibited from using the Services under applicable law. 

Children's Online Privacy Protection Act.

The Federal Trade Commission enforces the Children's Online Privacy Protection Act (COPPA), which spells out what operators of websites and online services must do to protect children's privacy and safety online. We do not knowingly market to or collect personally identifiable information from children under the age of 16. We encourage parents and legal guardians to monitor their children's Internet use. Also, we strongly encourage parents to help us enforce this policy by instructing their children never to provide personal information on the Site or App. It is possible that due to fraud or deception by others, we may unknowingly receive information pertaining to children under the age of 16. If we learn that any user of the Services, the Site or App is under the age of 16, we will take appropriate steps to delete that individual’s personal information and restrict that individual from future access.

Description of Services.

Cirqul’s goal is to be your money mentor for every transaction, every time, everywhere. Your Cirqul account gives you access to our Services to earn, save, and invest in your financial future.  Cirqul is not responsible for any third-party fees that may be incurred as a result of using any of the Services.

Electronic Consent Terms.

We require your consent to, and approval of, these “Electronic Consent Terms” as a condition to your using the Services.

Introduction.

By using the Services, you acknowledge and agree: (i) that you have read and understand these Terms; (ii) that you wish to enter into and agree to these Terms electronically; (iii) to receive all required communications electronically; (iv) all communications provided to you in electronic form are deemed to have been provided in "written" form; and (v) you received these Electronic Consent Terms and that you consent to conduct all transactions with us and our third-party partners, service providers, and vendors (collectively our “Partners”) electronically and to receive all communications electronically. The date of receipt of any communications will be deemed the date on which such notice is transmitted by Cirqul.

Scope of Consent.

Your Electronic Consent applies to all interactions online concerning you, us and our Partners, as applicable, and includes interactions engaged in on any mobile device (whether smartphone, tablet or otherwise) or computer. By agreeing to these Terms, you are consenting to have us, and our Partners acting as service providers on our behalf, process your information as necessary to provide the Services and interact with you electronically. We (and/or our Partners) may also send you Electronic Communications that are related to our (and their) interactions and transactions with you. Electronic Communications may be provided online through our App or Site, or our Partners’ apps or websites, SMS or text messages, and may be provided by email. For information about our marketing communications, please see the Privacy Policy.

Withdrawing consent.

Your consent to receive Electronic Communications will remain in effect until you withdraw it. You may withdraw your consent to receive Electronic Communications by sending an email to support@cirqul.com. If you withdraw your consent to receive Electronic Communications, Cirqul reserves the right to either restrict or close your Cirqul Account in whole or in part, including all of your product-specific accounts.

Any withdrawal of your consent to receive Electronic Communications will be effective after a reasonable period of time to process your withdrawal. Please note that your withdrawal of consent to receive Electronic Communications will not apply to Electronic Communications provided by us to you before the withdrawal of your consent becomes effective.

Updating your contact information.

It is your responsibility to provide us with a true, accurate and complete email address, mobile telephone contact, and other information and to maintain and update promptly any changes in this information. You can update your contact information through your Cirqul Account or by contacting us at support@cirqul.com. We are not responsible for any delay or failure in your receipt of those Electronic Communications if we use the last contact information you have provided to us.

Technology Requirements to Access Services.

To access and use our Services, you will need a mobile device capable of accessing the Internet via Apple iOS or Android, SMS or text message capability, access to an email account and an Internet browser that supports 128-bit encryption. To read certain documents, you may also need a PDF file reader, which can be obtained online for free. To retain a copy of Electronic Communications for future reference, you will need a printer or a storage device with sufficient space or space to store screenshots on your mobile device. You may send any questions regarding the hardware and software requirements directly to us or to our Partners.

Changes to Terms or Services.

We may modify the Terms, including but not limited to supplementing or removing any provision, at any time in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site and App with a new Revision Date at the top or through email or other communications (which may include Electronic Communications). It’s important that you review the Terms whenever we modify them in any way because if you continue to use any of the Services after we have posted modified Terms on the Site or App, you are confirming to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you will not be allowed to use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Registration and Your Information.

To use the Services, you’ll create a Cirqul Account. The process includes providing and verifying a valid phone number, providing your physical address, providing an email address and password, and providing identity related information. As part of creating your account, you will also be asked if you want to connect your external Bank Account. This will require your information to connect to that account, such as the username, password and/or other credentials that allow you to access your Bank Account on the Internet.

Procedures for Opening a New Cirqul Account.

When you open an account, we or our Partners will ask for your legal name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.

For regulatory compliance purposes and in order to provide the Services to you, you hereby authorize us (or our Partners) to obtain, verify, and record information and documentation that helps us verify your identity and, if applicable, your Bank Account details. When you create your Cirqul Account and from time to time thereafter, we may require you to and you hereby agree to provide and/or confirm information and documentation that will allow us to identify you, such as:

• A copy of your government-issued photo ID, such as a passport or driver’s license;

• A copy of a utility bill, bank statement, affidavit, or other bill, dated within three (3) months of our request, with your name and U.S. street address on it; and

• Such other information and documentation that we may require, including biometric information.

It’s important that you provide us with accurate, complete and up-to-date information for your Cirqul Account and external accounts, and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we may suspend or terminate your Cirqul Account and the Services. You understand and agree that if Cirqul sends you an Electronic Communication but you do not receive it because your contact information on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive Electronic Communications, Cirqul will still be deemed to have provided you with the Electronic Communication.

You agree that you won’t disclose your Cirqul Account password to anyone and you’ll notify us immediately of any unauthorized use of your Cirqul Account. You also agree not to transfer your Cirqul Account to any third party. You’re responsible for all activities that occur under your Cirqul Account, whether or not you know about them.

You may not create more than one Cirqul Account and may not associate excessive numbers of mobile devices with a single Cirqul Account.

Subscription Payment Options.

Cirqul offers a variety of services and features, some of which require a subscription to access and use (known as “Cirqul Plan”). Some products may not require a subscription, and you are able to access and retain use of those products if you cancel your subscription.

The Cirqul Plan option will be available soon and will be offered for $25.00 per month (a “Subscription Payment”).   

Please review the Site or contact Cirqul customer support at support@cirqul.com for details regarding the products and features offered under the Cirqul Plan.

Subscription Terms.

You authorize Cirqul to charge your Subscription Payment to the payment method you have designated on or after your scheduled payment date as long as you continue to authorize such debits. The current amount of your Subscription Payment and scheduled payment date is disclosed in your Cirqul Account. Cirqul may temporarily charge a discounted price for your Subscription Payment at our discretion. Cirqul may also charge less than the stated Subscription Payment amount or split Subscription Payments into separate charges at our discretion. If we are not able to successfully debit your Subscription Payment on or after the scheduled payment date, you also authorize us to attempt the debit to your selected payment method for the outstanding amount, in whole or in part, at any time until payment is successful.

Your applicable Subscription Payment will automatically debit your selected payment method unless you cancel your subscription or close your Cirqul Account by following the instructions in your Cirqul Account Profile. Please allow three (3) business days to process any changes to your subscription. Changes to your subscription, including cancellation, made within three (3) days of your scheduled payment date may not take effect before your next Subscription Payment is debited from your selected payment method.

Your Subscription Payment is subject to change. We will notify you in advance of any such change that increases the amount of the Subscription Payment by sending you an email, by sending you an SMS/text message, by posting a notice on the Site or the App, and/or by any other method permitted by applicable law. By accessing or using the Services after any change to the Subscription Payment takes effect, you agree to pay the Subscription Payment.

Canceling Your Subscription and Closing Your Account.

You can cancel your subscription on the Site by visiting your Profile, then selecting Cancel My Subscription and Close My Account. Cirqul may suspend or close your Cirqul Account if you fail to pay the Subscription Payment on time. Again, please allow three (3) days for any Account changes to take effect.

Budgeting Tools.

The Cirqul Budgeting Tools help you track and analyze your spending when you connect an external Bank Account(s) or manually input purchases. You can view spending trends and create alerts based on your transactions as well as personalized dashboards to help you monitor your spending.

Bill Negotiator.

Cirqul provides you with the option of using bill negotiation services from Cirqul or our Partners (“Bill Negotiator Services”). We, or our Partners, negotiate on your behalf with certain companies that provide you with products you pay for on a recurring basis, such as memberships, subscriptions, telecommunications, internet, cable, satellite, and security companies (the “Providers”) to attempt to reduce the amount you are billed monthly for that Provider’s service (a “Bill Reduction”). We reserve the right to determine, modify or supplement the Bill Reduction Services offered at our sole discretion.

The Bill Negotiation Services are made available to you only on the condition that you have an active Cirqul Account, are in good standing with all your Cirqul subscription payments, and agree to be bound by these Terms. If you do not agree, do not access or use the Bill Negotiator Services. You may only use the Bill Negotiator Services in compliance with these Terms and all applicable laws, rules, and regulations. By using the Bill Negotiator Services, you are representing that you have the legal capacity and authority to enter into these Terms, and that you have reviewed, understand, and accept these Terms without limitation or qualification. You further understand that by signing up to receive the Bill Negotiator Services and entering your personal information where prompted, you are submitting an electronic signature and entering into a legally binding contract with us for the performance of the Bill Negotiator Services. Your agreement to these Terms forms a contract that governs Cirqul’s (and all our third-party agents') performance of the Bill Negotiator Services and the relationship between Cirqul and any individual or party that accesses, uses, requests, or receives the Bill Negotiator Services.

By agreeing to receive the Bill Negotiator Services and confirming or providing certain personal, account, and payment information, you are granting us and our agents permission to negotiate with your designated Provider(s) on your behalf. You hereby acknowledge and agree that Cirqul and our agents are authorized to use the information you provide to communicate with the applicable Provider, make changes to your account(s) with the Provider, and to modify the services and/or features that you receive from the Provider, in accordance with these Terms. This means that when you request Bill Negotiator Services, you expressly consent to any changes that we make to your account in order to reduce your bill as long as the changes do not reduce the features or quality of the products you receive from the Provider or extend the term of your contract. We may add discounts, credits, or promotions to your account, or add features or improve the quality of the products you receive, without obtaining additional permission or consent from you to make such changes as long as the changes reduce your bill. We and our agents may contact you and request additional consent to extend the term of your contract with your Provider or make other changes to your services from the Provider, in which event we may rely on your verbal, SMS text, or email permission to do so. After the Bill Negotiator Services have been completed, your Provider may limit your ability to revert to a prior plan. Your Provider may require your verbal confirmation or additional information to verify that we are acting as your agent. If this is the case, we won’t be able to perform the Bill Reduction Services until you provide the additional information or confirmation in accordance with the method required by the Provider. In some instances, such as when logging in to online accounts, it may be necessary for us or our agents to represent to the Provider that they are the account holder in order to perform the Bill Negotiator Services, and you consent to such representation for the sole purpose of performing the Services.

You may not sign up for Bill Negotiator Services unless you have the authority to make changes to the applicable account with the Provider and to grant the authority to us and our agents. By requesting the Bill Negotiator Services, you represent and warrant that you have such authority. If you are not the account holder and you sign up for Bill Negotiator Services as an authorized representative of the account holder, you will be personally liable for all fees incurred or damages that result from signing up for the Bill Reduction Services in the event Cirqul determines that you do not have proper authorization, and you also agree to indemnify Cirqul and Cirqul’s affiliates, and officers, directors, employees, consultants, and agents of Cirqul and Cirqul’s affiliates, for any damages incurred as a result.

When you agree to receive the Bill Negotiator Services, you are also granting us and our agents the right but not the obligation to repeat the Bill Negotiator Services if we determine that the savings applicable to your account are set to expire or that you may otherwise be eligible for additional savings.

In order to receive Bill Negotiator Services, you agree to provide Cirqul with the information we need to perform such services in a timely fashion. This information includes, but is not limited to, the account holder’s name, your name and relationship to the account holder (if different), and your respective addresses, phone numbers, and email addresses, the name of the Provider, your Provider account number, the applicable password, pin number, or other security credentials to access the account, and any other specific information your Provider may require for us to make changes to your account. We may decline to provide the requested Bill Reduction Services based on the information provided or for any other reason in the exercise of our sole discretion.

You represent and warrant that all of the information you provide to us is accurate, complete, and correct. You agree that we may rely upon and share your information with our agents, Providers, and otherwise as necessary in order to offer, perform, and track the Bill Negotiator Services. We will only use your personal information in the manner and for the purposes set forth in these Terms and in our Privacy Policy. By using the Bill Negotiator Services, you agree that we may use information collected through the Bill Negotiator Services in accordance with our Privacy Policy.

For Bill Negotiations, we calculate the total amount of savings that we negotiate for you (the “Negotiated Savings”) by comparing the new rate that we obtain for you from the Provider against the current rate you are paying at the time of the negotiation for the duration the new rate will be in effect. In the case of products that are billed to you by your Provider monthly, the Negotiated Savings equals the amount by which the Provider has agreed to reduce your monthly bill multiplied by the number of months that you are eligible to receive the reduction, up to a maximum of 24 months. We cannot guarantee that every Bill \ negotiation will result in Negotiated Savings.

The rate you are paying prior to the Bill Reduction that we use to calculate Negotiated Savings will be the amount confirmed with the Provider. In the event we perform a Bill Reduction immediately prior to the expiration of a discounted rate, the Negotiated Savings will be calculated using the applicable rate that the Provider indicates you would otherwise be charged upon expiration of the discounted rate. For purposes of calculating the Negotiated Savings, the new negotiated rate will not include price increases occurring after the negotiation that arise from (1) one time purchases or fees incurred by the account holder; (2) regularly scheduled price increases by the Provider that are applied generally and not specific to the account (e.g. an increase to the Broadcast TV Fee); (3) the addition of products or upgrades to the existing products on the account; or (4) the expiration of discounts, promotions, or credits on the account that were not put into place as a result of the Bill Reduction Services.

If you ask us to cancel some but not all of the products you receive from a Provider and negotiate the remaining parts of your bill, the Negotiated Savings will be based off of your entire original bill. If you direct us to increase the quality or features of the products you receive from a Provider, the Negotiated Savings will be calculated based on the applicable non-discounted rate that the Provider indicates you would have been charged for those modified products, instead of the historic rate you were paying for the original products. This rule does not apply to any increased levels of service that you have not specifically requested but receive as a perk of our negotiations.

It is your responsibility to confirm that the Negotiated Savings are reflected in the next bill you receive from your Provider, and to notify us if the bill does not show the Negotiated Savings. If we receive notice within thirty (30) days of the disparity, we will research and attempt to contact the Provider to try to resolve the issue and obtain the Negotiated Savings. This additional attempt shall be your sole and exclusive remedy for the failure of the Bill Reduction Services. In no event will we be liable for the failure of any Provider to actually reduce your bill or any charges resulting from such failure.

You may terminate the Bill Negotiator Services at any time in the Site by going to your Profile then selecting Stop Bill Negotiator Service. You do not need a reason to terminate. However in order to terminate the Bill Reduction Services after you have requested such services, the Bill Negotiator Services must either have been completed or we must receive notice of cancellation of the Bill Negotiator Services before our performance has begun. Terminating the Bill Negotiator Services does not impact your obligations regarding Bill Negotiator Services already performed prior to termination or terminate any other agreement you may have entered into with us. If you are dissatisfied with the Bill Reduction Services, your sole and exclusive remedy is to terminate the Bill Negotiator Services and/or seek a refund of the fees paid for such Bill Negotiator Services, if any.   

We may decline to accept your request for Bill Negotiator Services or may elect to terminate or change these Terms as they relate to Bill Negotiator Services (such terms, the “Bill Reduction Services Terms”) and stop performing Bill Negotiator Services for you at any time in the exercise of our sole discretion without penalty or liability. We reserve the right to pursue all other available remedies in addition to termination in the event of your breach of these Terms. The Bill Negotiator Services Terms will become effective upon our acceptance of your request for the Bill Negotiator Services, and thereafter will continue until such time as our records indicate that the Bill Reduction Services are complete or have been canceled or the Bill Negotiator Services Terms are terminated as permitted herein. The terms in this “Bill Reduction” section will survive termination, discontinuation, or cancelation of the Bill Negotiator Services, your Cirqul Account, or these Bill Negotiator Terms for any reason.

You hereby agree to the use of Electronic Communication in order to enter into contracts and to sign up for the Bill Negotiator Services and agree and consent to the electronic delivery of notices and other communications that we provide in connection with your Cirqul Account or Bill Reduction Services. Such Electronic Communications will be sent to the email address and/or cell phone number that you provide during the online ordering process as may be updated by you from time to time through the methods we designate. You further waive any rights or requirements under any laws or regulations in any jurisdiction, to the extent permitted under applicable law, which require an original, non-electronic signature or delivery or retention of non-electronic records.

It is your responsibility to keep the primary email address and phone number listed on your Cirqul Account up to date so that we can communicate with you electronically. Spam filtering of emails or SMS/text messages may require you to add us to your contacts in order to ensure that you see our messages. You understand and agree that an electronic communication is deemed successfully sent once emails or SMS/texts are sent to the primary email address or phone number listed on your account, and our notice to you will be deemed to have been given on the day such email or SMS/text is sent. Notices to us must be sent in writing to Cirqul, Attn: Bill Reduction, 40 S. Stephanie St. #101, Henderson, NV 89012.

The Bill Negotiator Services are intended for use only in the United States. Access or use of the Bill Negotiator Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Bill Negotiator Services Terms.

Connecting Your Accounts.

This section of the agreement contains the specific terms and conditions for your use of digital money management tools and services that we may provide to you and that involve accessing third party account information (“Services”).  In this section, “you” or “your” means you the User and “us” “we” “our” or “Financial Institution” refers to Client (protecting MX as its third-party service provider).

1.  Provide Accurate Information. You represent and agree that all information you provide to us in connection with the Services is accurate, current, and complete. You agree not to misrepresent your identity or account information. You agree to keep account information secure, up to date and accurate. You represent that you are a legal owner, or an authorized user, of the accounts at third party sites which you include or access through the Services, and that you have the authority to (i) designate us and our service providers as your agent, (ii) use the Services, and (iii) give us and our service providers the passwords, usernames, and all other information you provide.

2.  Content You Provide. Your use of the Services is your authorization for Financial Institution or its service providers, as your agent, to access third party sites which you designate in order to retrieve information. You are licensing to Financial Institution and its service providers any information, data, passwords, usernames, PINS, personally identifiable information or other content you provide through the Services. You authorize us or our service providers to use any information, data, passwords, usernames, PINS, personally identifiable information or other content you provide through the Services or that we or our service providers retrieve on your behalf for purposes of providing the Services and for other permissible business purposes consistent with our Privacy Policy. Except as otherwise provided herein, we or our service providers may store, use, change, or display such information or create new content using such information.

3.  Authority to Access Information. Unless and until this User agreement is terminated, you grant Financial Institution and its service providers the right to access information at third party sites on your behalf. Third party sites shall be entitled to rely on the authorizations granted by you or through your account. For all purposes hereof, you hereby grant Financial Institution and its service providers the right to access third party sites to retrieve information, use such information, as described herein, with the full power and authority to do and perform each and every act and thing required and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. Upon notice to Financial Institution, you may (i) revoke Financial Institution’s right to access information at third party sites on your behalf, or (ii) subject to Section 7, request deletion of information collected from third party sites. You understand and agree that the Services are not sponsored or endorsed by any third-party site. YOU ACKNOWLEDGE AND AGREE THAT WHEN FINANCIAL INSTITUTION OR ITS SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM THIRD PARTY SITES, THEY ARE ACTING AT YOUR REQUEST AND WITH YOUR PERMISSION AND AUTHORIZATION, AND NOT ON BEHALF OF THE THIRD-PARTY SITES.

4.  Third Party Accounts. With respect to any third party sites that we may enable you to access through the Services or with respect to any non- Financial Institution accounts you include in the Services, you agree to the following: (A) You are responsible for all fees charged by the third party in connection with any non- Financial Institution accounts and transactions. You agree to comply with the terms and conditions of those accounts and agree that this User agreement does not amend any of those terms and conditions. If you have a dispute or question about any transaction on a non- Financial Institution account, you agree to direct these to the account provider. (B) Any links to third party sites that we may provide are for your convenience only, and Financial Institution and its service providers do not sponsor or endorse those sites. Any third-party services, which you may be able to access through the Services, are services of the listed institutions. We nor our service providers have responsibility for any transactions and inquiries you initiate at third party sites. The third-party sites you select are solely responsible for their services to you. We nor our service providers are liable for any damages or costs of any type arising out of or in any way connected with your use of the services of those third parties.

5.  Limitations of Services. When using the Services, you may incur technical or other difficulties. We nor our service providers are responsible for any technical or other difficulties or any resulting damages that you may incur. Any information displayed or provided as part of the Services is for informational purposes only, does not represent an official record of your account, may not reflect your most recent transactions, and should not be relied on for transactional purposes. We and our service providers reserve the right to change, suspend or discontinue any or all of the Services at any time without prior notice. In the event that Services are discontinued, your information shall be retained in accordance with this Agreement and our privacy policies.

6.  Acceptance of User Agreement and Changes. Your use of the Services constitutes your acceptance of this User agreement. This User agreement is subject to change from time to time. We will notify you of any material change via e-mail or on our website by providing a link to the revised User agreement. Your continued use will indicate your acceptance of the revised User agreement. The licenses, user obligations, and authorizations described herein are ongoing.

7.  Aggregated Data. Anonymous, aggregate information, comprising financial account balances, other financial account data, or other available data that is collected through your use of the Services, may be used by us and our service providers to conduct certain analytical research, performance tracking and benchmarking. Our service providers may publish summary or aggregate results relating to metrics comprised of research data, from time to time, and distribute or license such anonymous, aggregated research data for any purpose, including but not limited to, helping to improve products and services and assisting in troubleshooting and technical support. Your personally identifiable information will not be shared with or sold to third parties.

8.  Ownership. You agree that Financial Institution and its service providers, as applicable, retain all ownership and proprietary rights in the Services, associated content, technology, mobile applications and websites.

9.  User Conduct. You agree not to use the Services or the content or information delivered through the Services in any way that would: (a) be fraudulent or involve the sale of counterfeit or stolen items, including but not limited to use of the Services to impersonate another person or entity; (b) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (c) create liability for Financial Institution or its service provider or cause Financial Institution to lose the services of our service providers; (d) access the information and content programmatically by macro or other automated means; or (e) use the Services in such a manner as to gain unauthorized entry or access to computer systems.

10.  Indemnification. You agree to defend, indemnify and hold harmless Financial Institution, its third party service providers and their officers, directors, employees and agents from and against any and all third party claims, liabilities, damages, losses or expenses, including settlement amounts and reasonable attorneys'fees and costs, arising out of or in any way connected with your access to or use of the Services, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.

11.  Disclaimer. The Services are not intended to provide legal, tax or financial advice. The Services, or certain portions and/or functionalities thereof, are provided as strictly educational in nature and are provided with the understanding that neither Financial Institutions nor its third-party providers are engaged in rendering accounting, investment, tax, legal, or other professional services. If legal or other professional advice including financial, is required, the services of a competent professional person should be sought. Financial Institution and its third-party providers specifically disclaim any liability, loss, or risk which is incurred as a consequence, directly or indirectly, of the use and application of any of the content on this site. Further, Financial Institution and its third-party providers are not responsible for any credit, insurance, employment or investment decisions or any damages or other losses resulting from decisions that arise in any way from the use of the Services or any materials or information accessible through it. Past performance does not guarantee future results. Financial Institution and its third-party providers do not warrant that the Services comply with the requirements of FINRA or those of any other organization anywhere in the world.

12.  DISCLAIMER OF WARRANTIES. YOU AGREE YOUR USE OF THE SERVICES AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE, AND OUR SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE, AND OUR SERVICE PROVIDERS, MAKE NO WARRANTY THAT THE SERVICES (i) WILL MEET YOUR REQUIREMENTS, (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICES OR TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. WE, ON BEHALF OF OURSELVES AND ALL THIRD-PARTY DATA PROVIDERS, EXPRESSLY DISCLAIM ANY TYPE OF REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY OR RESPONSE TIME OF THE SERVICE OR CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICE OR THAT SUCH ACCESS WILL BE UNINTERRUPTED OR ERROR-FREE AND, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, EXPRESSLY DISCLAIMS THE ACCURACY, COMPLETENESS AND CURRENCY OF ALL INFORMATION COLLECTED ON YOUR BEHALF. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FINANCIAL INSTITUTION OR ITS SERVICE PROVIDERS THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13.  LIMITATION OF LIABILITY. YOU AGREE THAT FINANCIAL INSTITUTION AND ITS THIRD PARTY SERVICE PROVIDERS WILL NOT BE LIABLE 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 LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (i) THE USE OR THE INABILITY TO USE THE SERVICES AT OUR WEBSITE/MOBILE APPLICATION OR OF ANY THIRD PARTY ACCOUNT PROVIDER'S WEBSITE/MOBILE APPLICATION; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES, (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICES, (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES, OR (vii) ANY OTHER MATTER RELATING TO THE SERVICES.

14.  WAIVER OF JURY TRIAL AND CLASS ACTION. You agree that, with respect to any dispute with us or our service providers, arising out of or relating to your use of the Services or these terms: (i) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and (ii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING SUCH DISPUTE.

15.  Export Restrictions. You acknowledge that the Services and any software underlying such Services are subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export the software or Services, directly or indirectly, to: (1) any countries that are subject to U.S. export restrictions; (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that the Services may include technical data subject to export and re-export restrictions imposed by U.S. law.

16.  Other Terms. You may not assign this User agreement. A determination that any provision of this User agreement is unenforceable or invalid shall not render any other provision of this User agreement unenforceable or invalid.

Messaging Terms

Message Frequency Disclaimer.

Message frequency varies based on your account activity and preferences. You may receive up to several messages per week. Message and data rates may apply. You can opt out at any time by replying STOP.

Rates Disclaimer.

Message and data rates may apply. Charges are determined by your mobile carrier and data plan. Neither we nor your carrier are liable for delayed or undelivered messages.

Notifications and Verification.

In order to use the Services, you must provide and verify your cellular phone number, and you must expressly consent to receive text messages relating to the Services at that number. Message and data rates may apply. To verify your cellular phone number, we will send you a code via text message to the cellular phone number you provide, and you must enter that code as instructed by us. If you change your cellular phone number, you must promptly provide and verify your new cellular phone number. You can do this in the Site under the Profile section.

As part of your use of the Services, you may receive notifications, alerts, or emails about the Services. By providing your cellular phone number, you may receive SMS messages relating to your use of the Services. We will not send you promotional or marketing SMS messages without obtaining your separate, written consent, which is not required for you to use the Services. You agree to the receipt of these communications. To control receipt of these communications, text HELP for help or text STOP to cancel. You are responsible for any messaging or data fees you may be charged by your wireless carrier for receiving SMS notifications. Carriers are not liable for delayed or undelivered messages.

Feedback.

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. If we elect to use Feedback for marketing or advertising purposes, you acknowledge and agree that we may do so in any media format now known or hereafter developed without requiring your pre-approval and you are not entitled to any compensation for such use.

Content and Content Rights.

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content. User Content does not include Financial Information.

Content Ownership, Responsibility and Removal.

Cirqul does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Cirqul and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

Rights in User Content Granted by You.

By making any User Content available through any of the Services you hereby grant to Cirqul a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Cirqul on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Rights in Content Granted by Cirqul.

Subject to your compliance with these Terms, Cirqul grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

Rights Granted by Cirqul to the Site and App.

Subject to your compliance with these Terms, Cirqul grants you a limited non-exclusive, non-transferable, non-sublicensable license to use the Site and/or download and install a copy of the App on a mobile device that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the Site or App; (ii) distribute, transfer, sublicense, lease, lend or rent the Site or App to any third-party; (iii) reverse engineer, decompile or disassemble the Site or App; or (iv) make the functionality of the Site or App available to multiple users through any means. Cirqul reserves all rights in and to the Site and App not expressly granted to you under these Terms.

General prohibitions and Enforcement.

You agree not to do any of the following:

1. Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

2. Use, display, mirror or frame the Services or any individual element within the Services, Cirqul’s name, any Cirqul trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Cirqul’s express written consent;

3. Access, tamper with, or use non-public areas of the Services, Cirqul’s computer systems, or the technical delivery systems of Cirqul’s providers; Attempt to probe, scan or test the vulnerability of any Cirqul system or network or breach any security or authentication measures;

4. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Cirqul or any of Cirqul’s providers or any other third party (including another user) to protect the Services or Content;

5. Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Cirqul or other generally available third-party web browsers;

6. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; Use any meta tags or other hidden text or metadata utilizing a Cirqul trademark, logo URL or product name without Cirqul’s express written consent; Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

7. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;

8. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

9. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; Impersonate or misrepresent your affiliation with any person or entity;

10. Violate any applicable law or regulation or willingly violate, or attempt to violate, the terms of any program offered by Cirqul or Cirqul’s partners; or

11. Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Third-Party Links.

The Services, Site and App may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. Cirqul does not warrant or guarantee the third-party products or services available through these links, all of which are subject to the respective third party’s terms of use or customer agreement. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

Term.

This Agreement is effective beginning when you accept these Terms, access the Site, or first download, install, access or use the Services, and ending when terminated as described in the Termination Section.

Termination.

We may terminate your access to and use of the Site, App, and Services, at our sole discretion, at any time and without notice to you. You may close your Cirqul Account at any time in the app by going to your Profile on the Site then selecting Deactivate or close my accounts. Once you close your Cirqul Account, you will no longer have access to Cirqul. Please note there may be instances in which we are unable to completely deactivate your Account. Upon any termination, discontinuation or cancelation of the Services or your Cirqul Account, the following provisions of these Terms will survive, in addition to any other provisions expressly set forth in these Terms: “Your authorization for debits and credits via ACH, real-time payment option, or other similar payment option” (pursuant to the terms set forth in that section, above), “Feedback”, “Content and Content rights”, “Content ownership, responsibility and removal”, “Termination”, “Limitation of liability”, “Dispute resolution by binding arbitration,” "Warranty Disclaimers", "Indemnity" and “General Terms”.

Warranty Disclaimers.

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES REGARDING THE SERVICES, CONTENT OR OTHER SUBJECT MATTER OF THESE TERMS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO: (1) ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; (2) FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, COMPUTER VIRUS OR WORM OR OTHER DISABLING ROUTINE; (3) AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content or Services. We make no warranty that your participation in or use of the Services will not result in you being charged Overdraft Fees. No oral or written information or advice given by us or our representatives, agents or employees will create a representation, warranty or guarantee or in any way increase the scope of any representation, warranty or guarantee.

USE OF THE SERVICES, THE CONTENT AND ANY INFORMATION OBTAINED THROUGH YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE INFORMATION PROVIDED THROUGH THE SERVICES IS PROVIDED SOLELY FOR INFORMATIONAL PURPOSES. Cirqul AND THE SERVICES ARE NOT ENDORSED BY OR AFFILIATED WITH THE FEDERAL DEPOSIT INSURANCE CORPORATION OR FINRA, AND Cirqul IS NOT A BANK, CREDIT UNION OR OTHER DEPOSITORY INSTITUTION. Cirqul MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE RESULTS OR SAVINGS THAT MAY BE OBTAINED THROUGH THE USE OF THE SERVICES. OUR AGENTS, REPRESENTATIVES AND EMPLOYEES PERFORMING THE SERVICES ARE NOT AUTHORIZED TO MAKE ANY CLAIMS OF GUARANTEED SAVINGS OR REPRESENTATIONS OF EXPECTED RESULTS IN THE USE OF ANY OF OUR SERVICES, INCLUDING, WITHOUT LIMITATION, THE BILL REDUCTION SERVICES, ON OUR BEHALF. NO WRITTEN OR VERBAL STATEMENT, EXPRESS OR IMPLIED, FROM OUR AGENTS, REPRESENTATIVES, PARTNERS, CONTRACTORS AND/OR EMPLOYEES SHALL SUPPLEMENT, REMOVE OR AMEND THESE TERMS IN ANY WAY. BEFORE MAKING ANY FINANCIAL DECISIONS OR IMPLEMENTING ANY FINANCIAL STRATEGY, INCLUDING RECOMMENDATIONS OF THIRD PARTIES IDENTIFIED THROUGH THE SERVICES, CIRQUL RECOMMENDS THAT YOU OBTAIN ADDITIONAL INFORMATION AND ADVICE OF ACCOUNTANTS OR OTHER FINANCIAL ADVISORS WHO ARE FULLY AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES.

Cirqul MAKES NO WARRANTY THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. Cirqul EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE INACCURACY OR INCOMPLETENESS OF ANY SAVINGS ESTIMATES, APPROVAL ODDS, OR RELATED INFORMATION AVAILABLE THROUGH THE SERVICES.

Indemnity.

You will indemnify and hold harmless Cirqul, its affiliates, agents, representatives, advisors, employees, consultants, officers, directors, shareholders, lenders, service providers, vendors, partners, suppliers and/or any other stakeholders (collectively, “Cirqul Representatives”) from and against any claims, suits, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content; (ii) your User Content; (iii) your breach or violation of these Terms or any representation or warranty herein contained; (iv) your violation of applicable laws, rules or regulations in connection with your access to or use of the Services or Content; and (v) our use and reliance on the information, authorizations, and consents provided by you pursuant to these Terms.

Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER Cirqul NOR, ANY SERVICE PROVIDERS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT (TOGETHER WITH THE Cirqul REPRESENTATIVES, EACH, A “CONTENT PROVIDER”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CIRQUL AND/OR ITS SERVICE PROVIDER(S) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT SHALL CIRQUL OR ANY CONTENT PROVIDER BE LIABLE FOR ANY DAMAGE, CLAIM, OR LOSS ARISING OUT OF OR RELATING TO THE ACTIONS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE BILL REDUCTION SERVICES, THE FAILURE OF A PROVIDER TO REDUCE A BILL OR BODILY INJURY, DEATH OR DAMAGE TO PERSONS OR PROPERTY, OR LOSS OF DATA, APPLICATIONS, CONTENT, OR OTHER INFORMATION STORED IN CONNECTION WITH A MODIFIED, CANCELED OR DISCONNECTED PROVIDER SERVICE.

IN NO EVENT WILL THE TOTAL LIABILITY OF CIRQULl AND/OR ANY CONTENT PROVIDER TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED TWENTY-FIVE DOLLARS ($25).

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CIRQUL AND YOU.

Dispute Resolution by Binding Arbitration.

YOU HAVE READ THIS SECTION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND Cirqul. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN THE SECTION ENTITLED “OPT OUT OF ARBITRATION” BELOW.

Governing Law.

The Federal Arbitration Act (“FAA”) will govern the interpretation and enforcement of this “Dispute resolution by binding arbitration” section. These Terms and any action related thereto will be governed by the laws of the State of Nevada without regard to its conflict of laws provisions, as to substantive law only, and that the FAA will govern all procedural issues in any dispute arising out of or related to any Dispute under these Terms. 

Initial Dispute Resolution.

Before submitting a claim for arbitration in accordance with this arbitration provision, you and we agree to try, for sixty (60) days, to resolve any Dispute (as defined below) informally. Any party wishing to bring a claim agrees to provide a notice of the Dispute to the other party, which shall include the party’s name, address, email or phone number, Cirqul account number(s) at issue, the facts giving rise to the Dispute, and the relief requested. The notice shall be an individualized claim specific to the individual bringing the claim. Any notice to Cirqul shall be sent to legal@cirqul.com. Any notice sent to you will be sent to the most recent email address Cirqul has in its records for you. Once the notice is received by the other party, you and we agree to participate and negotiate (personally and, if you and Cirqul are represented, with counsel) in good faith about the Dispute for sixty (60) days. This personal participation includes a telephone settlement conference between you and Cirqul if it is requested by the party that receives the notice.

If the Dispute is not resolved within sixty (60) days after receipt of the notice (or a longer period agreed to by the parties), you or Cirqul may initiate an arbitration in accordance with these Terms.

Neither party may initiate an arbitration unless that party has fully complied with this section. If either party violates this section, a court of competent jurisdiction has the authority to enjoin the prosecution of the arbitration, and, unless prohibited by law, no arbitration administrator may accept or administer such arbitration or assess arbitration fees in connection with such arbitration. A party may elect to raise, and seek monetary relief in connection with, non-compliance with this section in arbitration.

Agreement to Arbitrate.

You, on the one hand, and Cirqul, on the other, agree that the sole and exclusive forum and remedy for resolution of a Dispute shall be final and binding arbitration pursuant to this section entitled “Dispute resolution by binding arbitration” unless you opt out as provided below. “Dispute” shall include any dispute, claim or controversy arising out of or relating to these Terms and/or the activities or relationships that involve, lead to, or result from these Terms, including our marketing activities and any such dispute, claim or controversy between you, on the one hand, and Cirqul Representatives, on the other hand, and (except to the extent provided otherwise in the paragraph entitled “NO CLASS ACTIONS”) the validity or enforceability of this “Dispute resolution by binding arbitration” section, any part thereof, or the entire Terms. Disputes will be settled by binding arbitration, except that each party retains the right: (i) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”); and (ii) to bring an action seeking only injunctive relief. 

Opt Out of Arbitration.

You may opt out of the binding arbitration described in this section by sending Cirqul written notice of your desire to do so by email at legal@cirqul.com within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Cirqul with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to an IP Protection Action, or to bring an action seeking only injunctive relief, as expressly set forth above.

Forum.

In the event that (i) you or we bring an IP Protection Action; (ii) you timely provide Cirqul with an Arbitration Opt-out Notice; or (iii) this “Dispute resolution by binding arbitration” section is found not to apply, the exclusive jurisdiction and venue of any Dispute will be the state and federal courts located in the Las Vegas, Nevada and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You and we both further agree to waive our right to a jury trial.

WAIVER OF RIGHT TO LITIGATE.

UNLESS YOU TIMELY PROVIDE CIRQUL WITH AN Arbitration Opt-out Notice, YOU ACKNOWLEDGE AND AGREE THAT YOU AND CIRQUL ARE EACH WAIVING THE RIGHT TO LITIGATE A DISPUTE THROUGH A COURT BEFORE A JUDGE OR JURY. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

Mass Action Waiver.

The parties expressly waive the right to have any Dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a mass action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass action or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. The parties agree that the definition of a “Mass Action” includes, but is not limited to, instances in which you or Cirqul are represented by a law firm or collection of law firms that has filed fifty (50) or more arbitration demands of a substantially similar nature against the other party (or against any Cirqul Representative) within one hundred and eighty (180) days of the arbitration demand filed on your or Cirqul’s behalf. Notwithstanding anything else in these Terms or this arbitration provision, this Mass Action waiver does not prevent you or Cirqul from participating in a mass settlement of claims.

Notwithstanding any provision to the contrary in the applicable arbitration provider’s rules, the arbitrator shall be empowered to determine whether the party bringing any claim has filed a Mass Action in violation of the Mass Action waiver. For purposes of adjudicating whether a party has violated the Mass Action waiver, the JAMS Mass Arbitration Procedures & Guidelines shall apply. Either party shall raise with the arbitrator or arbitration provider such a dispute within fifteen (15) days of its arising. If such a Dispute arises before an arbitrator has been appointed, the parties agree that (i) a panel of three (3) arbitrators shall be appointed to resolve only disputes concerning whether the party bringing any claim has filed a Mass Action in violation of the Mass Action waiver. Each party shall select one arbitrator from the arbitration provider’s roster to serve as a neutral arbitrator, and these arbitrators shall appoint a third neutral arbitrator. If the parties’ arbitrators cannot agree on a third arbitrator, the arbitration provider will select the third arbitrator; (ii) Cirqul shall pay any administrative fees or costs incidental to the appointment of arbitrators under this provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrators, as well as room rental; (iii) the arbitrators shall issue a written decision with findings of fact and conclusions of law; and (iv) any further arbitration proceedings or assessment of arbitration-related fees shall be stayed pending the arbitrators’ resolution of the parties’ dispute. If the arbitrator or panel of arbitrators determines that any claim has been filed in violation of the Mass Action waiver, the parties shall have the opportunity to opt out of arbitration within thirty (30) days of the arbitrator’s or panel of arbitrator’s decision, solely with respect to those parties. You may opt out of arbitration by providing written notice of your intention to opt out to the arbitration provider and to Cirqul, Attn: Arbitration, 40 S. Stephanie St. #101, Henderson, NV 89012. This written notice must be signed by you, and not any attorney, agent, or other representative of yours. Cirqul may opt out of arbitration by sending written notice of its intention to opt out to the arbitration provider and to you or your attorney, agent, or representative if you are represented. For the avoidance of doubt, the ability to opt out of arbitration described in this section only applies if the arbitrator or panel of arbitrators determines that you have violated the Mass Action waiver. 

NO CLASS ACTIONS.

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS EVEN IF THE DISPUTE OR DISPUTES THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.

Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of such parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than all parties to the arbitration, or resolve any Dispute of anyone other than any such party; nor (b) make an award for the benefit of, or against, anyone other than any such party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this specific paragraph, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. If this specific paragraph is held unenforceable in its entirety, then the entirety of this “Dispute resolution by binding arbitration” section will be deemed void. Except as provided in the preceding sentence, this “Dispute resolution by binding arbitration” section will survive any termination of these Terms.

Arbitration Rules.

The arbitration will be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with the JAMS Arbitration Rules and Procedures then in effect (“JAMS Rules”), except as modified by this “Dispute resolution by binding arbitration” section. In the case of a conflict between the rules and policies of the administrator and this “Dispute resolution by binding arbitration” section, this “Dispute resolution by binding arbitration” section shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. (JAMS Rules are available at https://www.jamsadr.com/adr-rules-procedures/) In the event that the Mass Action Waiver set forth above is deemed invalid or otherwise unenforceable, arbitration shall be in accordance with the JAMS Mass Arbitration Procedures & Guidelines. In that event, the parties further agree to a bellwethering process in which each side (claimants collectively and Cirqul) may select 5 individual claims for arbitration (for a total of 10 selected claims), with the intent (i) to arbitrate those 10 claims within 120 days of the determination that the Mass Action Waiver is invalid, unenforceable, or waived, and (ii) for the remainder of claims in the Mass Action stayed for 150 days with statutes of limitations tolled. The period between the arbitration of the bellwethered claims and the end of the 150-day stay period is to allow the parties to assess whether any global resolution is desired and achievable.  

Arbitration Process.

A party who desires to initiate arbitration must provide all other parties with a written demand for arbitration as described in JAMS Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from JAMS’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the demand for arbitration, then JAMS will appoint the arbitrator in accordance with JAMS Rules. No party may initiate arbitration, however, unless that party has completed the initial dispute resolution process set forth above.

Arbitration Location and Procedure.

Unless all parties to an arbitration otherwise agree, the arbitration will be conducted in Las Vegas, Nevada. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that the parties submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by JAMS Rules. Subject to JAMS Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitration Decision.

The arbitrator will render an award within the time frame specified in JAMS Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. 

Legal Fees.

Each party shall pay its own arbitration fees in accordance with JAMS Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

Appeals.

Notwithstanding any language to the contrary in these Terms, the parties hereby agree: that the initial arbitration award (the “Underlying Award”) may be appealed pursuant to JAMS’s Appeal Procedures (“Appeal Procedures”); that the Underlying Award rendered by the arbitrator(s) shall, at a minimum, be a reasoned award; and that the Underlying Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appeal Procedures has expired. Appeals must be initiated within fourteen (14) days of the award becoming final, as set forth in the Appeal Procedures. Following the appeal process the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof.

Survival, Conflict, Severance.

This arbitration provision will survive the termination of any agreement you have with Cirqul and any bankruptcy. In the event of any conflict or inconsistency between this arbitration provision, on the one hand, and the administrator’s rules or these Terms, on the other hand, this arbitration provision will govern. If any part of this arbitration provision is found to be invalid or unenforceable, then that specific part shall be severed, and the rest of this arbitration provision will continue in full force and effect, except that at either your or our election the entire arbitration provision (other than this sentence) may be null and void with respect to any claim asserted on a class, representative or multiple-party basis that does not seek public injunctive relief if the “No Class Actions” or “Mass Action waiver” provisions are held to be invalid with respect to such claim and that determination becomes final after all appeals have been exhausted. If a court decides by means of a final decision, not subject to any further appeal or recourse, that the “No Class Actions” or “Mass Action waiver” provisions are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts. All other disputes shall be arbitrated.

Changes To Terms.

Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Cirqul changes this “Dispute resolution by binding arbitration” section (including but not limited to amending, supplementing, or removing any provision herein) after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to legal@cirqul.com) within thirty (30) days of the date such change became effective, as indicated in the “Last updated” date above or in the date of Cirqul’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Cirqul in accordance with the provisions of this “Dispute resolution by binding arbitration” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms). By not rejecting any change as set forth in this section, you will be bound by the changed Dispute resolution by binding arbitration provision for all Disputes whether they accrued or were asserted before or after the effective date of the change.

General Terms.

These Terms constitute the entire and exclusive understanding and agreement between Cirqul and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Cirqul and you regarding the Services and Content. Other than as set forth in these Terms, no written or verbal statement, advertisement or production description will contradict, interpret, or supplement these Terms. Each provision of these Terms applies to the fullest extent permitted by applicable law. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Dispute resolution by binding arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Cirqul’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Cirqul may freely assign or transfer these Terms without restriction, and upon such assignment Cirqul shall be relieved of any and all duties, obligations, and/or liabilities arising from these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Cirqul under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted by Cirqul.

All third-party names, trademarks, and service marks (including any logos and icons) (together, “Marks”) that are displayed on the Site or in the App are the property of their respective owners. Unless specifically and expressly identified as such, Cirqul’s use of such Marks does not indicate any relationship with, sponsorship by, affiliation with or endorsement by the owners of such Marks and Cirqul.

The Content Providers are third-party beneficiaries to the applicable sections of these Terms. No provision of these Terms provides any other person or entity not a party to these Terms with any remedy, claim, liability, reimbursement or cause of action or creates any other third-party beneficiary rights.

Cirqul’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision (i) will be effective only if in writing and signed by a duly authorized representative of Cirqul; and (ii) shall not invalidate these Terms or be considered a waiver of any other right or provision. Any delay in pursuing any remedy or in insisting upon full performance for any breach or failure of any covenant, condition or promise shall not prevent us from later pursuing any remedies or insisting upon full performance for the same or any similar breach or failure. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

The headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.

These Terms may be published in a number of languages for information purposes and ease of access by users. It is only the English version that is the legal basis of the relationship between Cirqul and you, and in case of any discrepancy between a non-English version, if any, and the English version of these Terms, the English version shall prevail. 

Contact Information.

If you have any questions or wish to advise Cirqul of any errors or concerns, please contact us by emailing support@cirqul.com.

For complaints, please contact us directly at legal@cirqul.com. We will respond within ten (10) business days and aim to provide resolution to your complaint within thirty (30) calendar days.