PLEASE READ THESE TERMS OF USE CAREFULLY AND IN ITS ENTIRETY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE TERMS OF USE SET FORTH THE CONTRACTUAL TERMS FOR THE USE OF THE SERVICES AND AS THESE TERMS OF USE ARE LEGALLY BINDING ON YOU, IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THESE TERMS OF USE IN THEIR ENTIRETY BEFORE AGREEING TO BE BOUND BY THE TERMS HEREOF.
Last Updated: March __, 2018
TERMS OF USE
Welcome to Circuit Technologies, LLC (also referred to as “Circuit”, “we” or “us”). The following terms and conditions govern users (“Users”) access to and use of any content, functionality and services (collectively, the “Services”) offered on or through www.circuitapp.com and any other websites (collectively, the “Site”) and/or mobile applications (collectively, the “Application”) through which Circuit makes its Services available. If you are using the Site, Application, or Services (collectively, the “Platform”), you are contracting with Circuit and agree to comply with and be legally bound by these Terms of Use. These Terms of Use govern your access to and use of the Platform and constitutes a binding legal agreement between you and Circuit. If you do not agree to these Terms of Use, you have no right to continue using the Platform and must cease your use of the Platform immediately. Failure to use the Platform in accordance with these Terms of Use may subject you to civil and criminal penalties.
To be eligible to access the Platform, you must meet the following criteria, and by agreeing to these Terms of Use you hereby affirmatively represent, warrant and covenant to Circuit that: (i) you are at least eighteen (18) years of age or older; (ii) you have full power and authority to agree to these Terms of Use; (iii) you will not violate any rights of Circuit or any third party, including, without limitation, intellectual property rights such as copyright or trademark rights; (iv) your use of the Platform is in compliance with any and all applicable laws and regulations; and (v) you agree to provide at your cost all equipment, software, mobile access, and internet access necessary to use the Platform.
Among other Services, Circuit provides Users, through the Platform, the ability to connect caddie Users (“Caddies”) with golfer Users (“Golfers”) through a database of Caddies maintained by intermediary third party Users operating golf courses with caddie programs (“Management User”) for the purpose of: (i) facilitating caddie services to be provided by the Caddies to the Golfers; and (ii) facilitate payments between Caddies and Golfers through third party payment processors. The Platform also facilitates payments Each Management User shall have the ability to manage and approved Caddies for their respective clubs and track information incidental to such Caddies’ continued approval by the Management User. The Management User shall be solely responsible for evaluating the Golfers and Caddies, and for ensuring such Golfer and Caddies are in compliance with these Terms. You acknowledge that Golfers ability to obtain Caddies through the Platform does not establish Circuit as a provider of Caddies or other service providers. Circuit
ALL ACTIONS OR INACTIONS TAKEN BY GOLFERS, CADDIES, OR MANAGEMENT USERS, AS APPLICABLE, TAKEN IN CONNECTION WITH THEIR USE OF THE PLATFORM OR PROVISION OF THE SERVICES ARE SUBJECT TO THE TERMS AND CONDTIONS HEREOF, INCLUDING, WITHOUT LIMIATION, THE DICALIMERS AND LIMAITIONS OF LIABILITY SET FORTH IN SECTION VI HEREOF THE INDEMNIFICATION PROVISIONS OF SECTION II HEREOF.
You understand that use of the Services rendered by Circuit through the Platform may result in charges to you for the services or goods you receive from Circuit (“Charges”). Circuit will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Circuit. As between you and Circuit, Circuit reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Circuit's sole discretion. Circuit will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for all Charges you incur regardless of your awareness of such Charges or the amounts thereof. Charges shall be paid in a forma acceptable to Circuit and shall be remitted directly to an account determined by Circuit. Charges paid by you are final and non-refundable, unless otherwise determined by Circuit.
In order to access some of the Services Users will need to create a Circuit account. Such Circuit accounts will be created based upon the information provided by Users, or that we obtain via an information page entered on the Platform. Account registration require Users to provide certain personal information such as their name, address, mobile number, and age, as well as at least one (1) valid payment method supported by the Platform.
All Users should carefully read our full Privacy Policy before using the Platform, which is hereby incorporated into these Terms of Use by reference, and governs Circuit’s treatment of any information, including personally identifiable information you submit to us, a link to which is as follows: www.circuitapp.com/privacypolicy. Please note that certain information, statements, data, and content which you may submit to Circuit might reveal a User’s gender, ethnic origin, nationality, age, and/or other personal information about you. Each User acknowledges that your submission of any information, statements, data, and content to us is voluntary on your part and that Circuit may process such information, within the terms of the Privacy Policy.
Circuit may include links to third party web sites or mobile applications (“Third Party Platforms”) on the Platform. You are responsible for evaluating whether you want to access or use a Third Party Platform and you should review any applicable terms or privacy policy of a Third Party Platform before using it or sharing any information with it, because you may give the third-party permission to use your information in ways we would not. Each User hereby acknowledges that different terms of use and privacy policies may apply to your use of such third party services and content. In no event shall Circuit be responsible or liable for any products or services of such third party providers. Circuit is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Platforms. Accordingly, if you decide to use Third Party Platforms, you do so at your own risk and agree that these Terms of Use do not apply to your use of any Third Party Site.
For as long as Circuit continues to offer the Services or the Platform, Circuit shall provide and seek to update, improve and expand the Platform. As a result, we allow you to access the Platform as it may exist and be available on any given day and we have no other obligations, except as expressly stated in these Terms of Use. We may modify, replace, refuse access to, suspend or discontinue the Platform, partially or entirely, for you or for all Users in our sole discretion. All of these changes shall be effective upon their posting on the Platform or by direct communication to you unless otherwise noted.
As a condition to accessing the Platform, each User agrees to abide by these Terms of Use and to strictly observe the following:
As a condition to accessing the Platform, each User agrees to abide by these Terms of Use and to strictly NOT engage in or do the following:
(i) Is unlawful, libelous, abusive, discriminatory or otherwise objectionable;
(ii) Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
(iii) Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
(iv) Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Circuit or any User; or
(v) Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Platform.
You hereby agree to release, defend, indemnify, and hold Circuit and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Platform or those conducted on your behalf): (i) your User Content (as hereinafter defined) or your access to or use of the Platform; (ii) your violation, or alleged violation of these Terms of Use and/or any other agreement or obligation between you and Circuit; (iii) your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (v) any misrepresentation made by you; and/or (vi) any other activity in which you engage on or through the Platform. You will cooperate as fully required by Circuit in the defense of any claim and Circuit reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Circuit.
Circuit may, in our discretion and without liability to you, without cause or prior notice and at any time, limit, suspend, deactivate or cancel your ability to access the Platform.
III. Intellectual Property Matters
The Platform and Collective Content (as hereinafter defined) are protected by copyright, trademark, and other laws of the United States and foreign countries and all Users hereby acknowledge and agree that: (i) the Platform and Collective Content, including all associated intellectual property rights, are the exclusive property of Circuit and its licensors, except as otherwise set forth herein; and, (ii) Circuit reserves all of its intellectual property rights in the Platform and Collective Content, except as otherwise set forth herein. Circuit logos and other Circuit trademarks, service marks, graphics and logos used in connection with the Platform are trademarks or registered trademarks of Circuit in the United States and/or other countries. Other trademarks and logos used in connection with the Platform may be the trademarks of their respective owners. These Terms of Use do not grant you any right or license with respect to any such trademarks or logos.
As used herein the following terms shall have meanings assigned to them hereinafter:
“Collective Content” means collectively, User Content and Circuit Content.
“Content” means text, graphics, images, music, software, audio, video, information or other materials.
“Circuit Content” means all Content that Circuit makes available through the Platform, including any Content licensed from a third party, but excluding User Content.
“User Content” means all Content that a User posts, uploads, publishes, submits or transmits to be made available on or through the Platform.
If you are a copyright owner, or an agent of a copyright owner, and believe any User Content made available through the Platform infringes upon your intellectual property rights, you must submit a Notification of Claimed Infringement to Circuit under the Digital Millennium Copyright Act.
Subject to your compliance with these Terms of Use, Circuit grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license, to: (i) access and view any Circuit Content and Collective Content solely for your personal and non-commercial purposes; and, (ii) access and view any User Content to which you are permitted access, solely for your personal and non-commercial purposes. Any rights not expressly granted herein are reserved by Circuit and Circuit’s licensors.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform, Circuit Content, or Collective Content, except as expressly permitted in these Terms of Use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Circuit or its licensors, except for the licenses and rights expressly granted in these Terms of Use.
Each User hereby grants to Circuit a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote or market the Platform.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Circuit the rights in such User Content, as contemplated under these Terms of Use; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Circuit’s use of the User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Circuit further reserves the right to withhold, remove or discard any Content, with or without notice, for any reason. For avoidance of doubt, Circuit has no obligation to store, maintain or provide you a copy of any Content that you or other Users provide when using the Platform. Circuit may, but shall not be obligated to, review, monitor, or remove User Content, at Circuit’s sole discretion and at any time any for any reason, without notice to you.
By submitting ideas, suggestions, documents, or proposals ( “Contributions”) to Circuit through its suggestion or feedback webpages or otherwise, you acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) Circuit is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) Circuit shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (iv) Circuit may have something similar to the Contributions already under consideration or in development; (v) you irrevocably assign to Circuit any and all rights to exploit your Contributions; and, (vi) you are not entitled to any compensation or reimbursement of any kind from Circuit under any circumstances.
Please note that User Content you post and other information you share on the Platform may be seen and used by other Users, and Circuit cannot guarantee that other Users will not use such User Content and information that you share on the Platform. Therefore, if you have an idea or information that you would like to keep confidential or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it anywhere on the Platform. By agreeing to these Terms of Use, you agree that Circuit is not responsible for another’s misuse or misappropriation of any User Content or other information that you post on the Platform.
IF YOU CHOOSE TO USE THE PLATFORM OR ENGAGE IN THE RECIEPT OF SERVICES YOU DO SO AT YOUR SOLE RISK. CIRCUIT PROVIDES THE PLATFORM AND ALL ASSOCIATED INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. CIRCUIT DOES NOT CONTROL OR VET THE USERS, USER CONTENT OR OTHER USER SUBMITTED INFORMATION FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW CIRCUIT DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY CIRCUIT, THE PLATFORM OR ANYTHING RELATED TO CIRCUIT OR THE PLATFORM, YOU MAY TERMINATE YOUR USE OF THE PLATFORM IN ACCORDANCE WITH thESE TERMS OF USE AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
CIRCUIT MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
CIRCUIT DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO THE PLATFORM, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE SERVICES; THEREFORE, CIRCUIT DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR ANY OTHER INFORMATION BY OTHERS. CIRCUIT DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, CIRCUIT DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE PLATFORM DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
CIRCUIT EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY AND ALL USERS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRCUIT, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION DATA OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH these terms of use, FROM THE USE OF OR INABILITY TO USE THE PLATFORM, FROM PROVISION OR RECIPET OF THE SERVICES, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CIRCUIT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL CIRCUIT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE AND YOUR USE OF THE PLATFORM OR INABILITY TO USE THE PLATFORM OR INTERACTIONS WITH ANY OTHER USERS, EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CIRCUIT AND YOU AND YOU HEREBY ACKNOWLEDGE AND AGREE THAT CIRCUIT WOULD NOT HAVE ENTERED INTO THE AGREEMENT FORMED BY THESE TERMS OF USE IF THIS PROVISION WAS NOT INCLUDED IN THESE TERMS OF USE. 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. THIS PROVISION SHALL HAVE NO EFFECT ON CIRCUIT’S CHOICE OF LAW AS SET FORTH BELOW.
If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. If any court of competent jurisdiction or arbitrator determines that any covenant or obligation of this agreement is excessive in duration or scope, unreasonable, or unenforceable, that the court or arbitrator should modify or amended that covenant or obligation to render it enforceable to the maximum extent permitted under law while mirroring the original intent of the parties. Circuit’s failure to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Circuit in writing.
You agree that these Terms of Use and Privacy Policy, which is incorporated by reference, constitute the entire, complete and exclusive agreement between you and Circuit regarding the Platform and Services and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms of Use.
These Terms of Use or any claim, cause of action or dispute ( “claim”) arising out of or related to these Terms of Use and/or your use of the Platform and/or provision or receipt of Services shall be governed by the laws of the State of Ohio regardless of your country of origin or where you access the Platform, and notwithstanding of any conflicts of law principles,’. You and Circuit agree that all claims arising out of or related to these Terms of Use and/or your use of the Platform and/or provision or receipt of Services must be resolved exclusively in courts of the State of Ohio, County of Cuyahoga, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Ohio, except as otherwise agreed by the parties or as described in this Section V(D) below. Notwithstanding the above, you agree that Circuit shall be permitted to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
For any dispute you have with Circuit, you agree to first contact Circuit and attempt to resolve the dispute with us informally. If Circuit has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy arising out of or in connection with or relating to these Terms of Use by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules then in effect for the AAA, except for disputes relating to: (1) Circuit’s Content and/or intellectual property rights; or (2) violations of the provisions Rules of Use. Unless you and Circuit agree otherwise, the arbitration will be conducted in the State of State of Ohio, County of Cuyahoga and each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Section V(D) including any claim that all or any part of this this Section V(D) is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO the Agreement formed by these terms of use, YOU AND CIRCUIT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY, TO HAVE A COURT RESOLVE ANY DISPUTE, OR TO PARTICIPATE IN A CLASS ACTION.
You agree that any claim you may have arising out of or related to your relationship with Circuit must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
Circuit reserves the right, at its sole discretion, to modify the Platform, Services or these Terms of Use, at any time and without prior notice. If we modify these Terms of Use, we will post the modification on the Platform or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms of Use. By continuing to access or use of the Platform after we have posted a modification on the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use is not acceptable to you, your only recourse is to cease using the Platform.
Our failure to act with respect to a breach of these Terms of Use by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by these Terms of Use, no representations, statements, consents, waivers or other acts or omissions by Circuit shall be deemed legally binding unless documented in a physical writing hand signed by a duly appointed officer of Circuit.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Platform, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Platform or any content or other material used or displayed through the Platform.
You may not assign or delegate any rights or obligations under these Terms of Use. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms of Use, fully or partially without notice to you.
