Terms of Service



1. Your Acceptance
This is an agreement between Cirkl LLC., a Massachusetts limited liability company (“Cirkl"), the owner and operator of www.spots.nu (the “Cirkl Site”), the Cirkl software, including the Cirkl application (collectively, including all content provided by Cirkl through Cirkl application and the Cirkl Site , the "Cirkl Service", or the "Service"), and you (“you” or “You”), a user of the Service. BY USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO THESE TERMS OF SERVICE, AND CIRKL'S PRIVACY POLICY, WHICH CAN BE FOUND AT http://www.spots.nu/cirkl/tos#privacy-notice , AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you choose to not agree with any of these terms, you may not use the Service.



2. Cirkl Service
These Terms of Service apply to all users of the Cirkl Service. Information provided by our users through the Cirkl Service may contain links to third party websites that are not owned or controlled by Cirkl. Cirkl has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Cirkl will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly acknowledge and agree that Cirkl shall not be responsible for any damages, claims or other liability arising from or related to your use of any third-party website.



3. Cirkl Access
A. Subject to your compliance with these Terms of Service, Cirkl hereby grants you permission to use the Service, provided that: (i) your use of the Service as permitted is solely for your personal use, and you are not permitted to resell or charge others for use of or access to the Service, or in any other manner inconsistent with these Terms of Service; (ii) you will not duplicate, transfer, give access to, copy or distribute any part of the Service in any medium without Cirkl's prior written authorization; (iii) you will not attempt to reverse engineer, alter or modify any part of the Service; and (iv) you will otherwise comply with the terms and conditions of these Terms of Service and Privacy Policy.



B. In order to access and use the features of the Service, you acknowledge and agree that you will have to provide Cirkl with your mobile phone number. You expressly acknowledge and agree that in order to provide the Service, Cirkl may periodically access your contact list and/or address book on your mobile device to find and keep track of mobile phone numbers of other users of the Service. When providing your mobile phone number, you must provide accurate and complete information. You hereby give your express consent to Cirkl to access your contact list and/or address book for mobile phone numbers in order to provide and use the Service. We do not collect names, addresses or email addresses, just mobile phone numbers. You must notify Cirkl immediately of any breach of security or unauthorized use of your mobile phone. Although Cirkl will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Cirkl or others due to such unauthorized use.



C. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc. or "load testers" such as wget, apache bench, mswebstress, httpload, blitz, Xcode Automator, Android Monkey, etc., that accesses the Service in a manner that sends more request messages to the Cirkl servers in a given period of time than a human can reasonably produce in the same period by using a Cirkl application, and you are forbidden from ripping the content unless specifically allowed. Notwithstanding the foregoing, Cirkl grants the operators of public search engines permission to use spiders to copy materials from the website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Cirkl reserves the right to revoke these exceptions either generally or in specific cases. While we don't disallow the use of sniffers such as Ethereal, tcpdump or HTTPWatch in general, we do disallow any efforts to reverse-engineer our system, our protocols, or explore outside the boundaries of the normal requests made by Cirkl clients. We have to disallow using request modification tools such as fiddler or whisker, or the like or any other such tools activities that are meant to explore or harm, penetrate or test the site. You must secure our permission before you measure, test, health check or otherwise monitor any network equipment, servers or assets hosted on our domain. You agree not to collect or harvest any personally identifiable information, including phone number, from the Service, nor to use the communication systems provided by the Service for any commercial solicitation or spam purposes. You agree not to spam, or solicit for commercial purposes, any users of the Service.



4. Intellectual Property Rights
The design of the Cirkl Service along with Cirkl created text, scripts, graphics, interactive features and the likeUser Activities and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Cirkl, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Service is provided to you AS IS for your information and personal use only. Cirkl reserves all rights not expressly granted in and to the Service. You agree to not engage in the use, copying, or distribution of any of the Service other than expressly permitted hereinUser Activities for any commercial purposes.



5. User User Activities in Public and Private Cirkls
A. The Cirkl Service allows Cirkl users to submit your availability/RSVP status, profile photos, discussions and other activities like Cirkl updates (collectively, the "User Activities"). These User Activities may be hosted, shared, and/or published as part of the Cirkl Service, and will be visible to other users of the private Cirkl who are members of the corresponding private Cirkl. In the case of a public Cirkl, User Activities may be available to any registered users of the Cirkl application who access that public Cirkl. For clarity, direct messages, location data and photos or files that you send directly to private Cirkl users will only be viewable by those private Cirkl user(s) or group(s) you directly send such information; but public Cirkl User Activities may be globally viewed by any Cirkl users. . – you acknowledge and agree that any User Activities of public Cirkl you made may be globally viewed by any Cirkl users, so don’t submit or post messages or profile photos in the public Cirkls that you don’t want to be seen globally. A good rule of thumb is if you don’t want the whole world to know something or see something, don’t discuss that in the public Cirkls. You understand that whether or not such User Activities discussions are submitted, Cirkl does not guarantee any confidentiality with respect to any submissions.



B. You shall be solely responsible for your own User Activities in the public Cirkls and the consequences of posting or publishing them. Because Cirkl is only acting as a repository of data, user activities do not necessarily represent the views or opinions of Cirkl, and Cirkl makes no guarantees as to the validity, accuracy or legal status of any activity. In connection with User Activities, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Cirkl to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Activities to enable inclusion and use of the User Activities in the manner contemplated by the Service and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Activities to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Activities in the manner contemplated by the Service and these Terms of Service. To be clear: you retain all of your ownership rights in your User Activities, but you have to have the rights in the first place. However, by submitting the User Activities to Cirkl, you hereby grant Cirkl a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Activities in connection with the Cirkl Service and Cirkl's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Cirkl Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each member of a private Cirkl that you are a member of or any registered user of the Cirkl Service if it’s a public Cirkl a non-exclusive license to access your User Activities.



C. In connection with User Activities, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Cirkl all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Cirkl or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person; (vi) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (viii) attempt to gain unauthorized access to the Service or its related systems or networks.



D. Adult content must be identified as such. Cirkl does not endorse any User Activity or any opinion, recommendation, or advice expressed therein, and Cirkl expressly disclaims any and all liability in connection with User Activities. Cirkl does not permit copyright infringing activities and infringement of intellectual property rights via its Service, and Cirkl will remove all content and User Activities if properly notified that such content or User Activity infringes on another's intellectual property rights. To file a copyright infringement notification, please send a written communication that includes substantially the following (see Section 512(c)(3) of the Digital Millennium Copyright Act): (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material, including the mobile phone number of the Cirkl user allegedly infringing the copyrighted work; (iv) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Such takedown notices may be emailed to support at www.spots.nu. Cirkl reserves the right to remove content and User Activities without prior notice. Cirkl may also terminate a user's access to the Service, if they are determined to be a repeat infringer, or for any or no reason, including being annoying. A repeat infringer is a User who has been notified of infringing activity more than once and/or has had a User Activity removed from the Service more than twice. An annoying person is anyone who is (capriciously or not) determined to be annoying by authorized Cirkl employees, agents, subagents, superagents or superheros. Cirkl also reserves the right to decide whether content or a User Activity is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to excessive length or limited interest. Cirkl may remove such User Activities and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.



E. You understand that when using the Cirkl Service you will be exposed to User Activities from a variety of sources, and that Cirkl is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Activities, and that such User Activities are not the responsibility of Cirkl. You further understand and acknowledge that you may be exposed to User Activities that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Cirkl with respect thereto, and agree to indemnify and hold Cirkl, its officers, directors, employees, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Cirkl Service.



F. Cirkl permits you to link to materials on the Service for personal purposes only. Cirkl reserves the right to discontinue any aspect of the Cirkl Service at any time.



G. Cirkl uses Google Maps’ Place Autocomplete API for auto completion of the location. So by using Cirkl application, you are bound by Google’s Terms of Service available at https://www.google.com/intl/en/policies/terms/ .



6. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE CIRKL SERVICE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CIRKL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF. CIRKL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SERVICE'S CONTENT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE THROUGH THE ACTIONS OF ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONSIN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE CIRKL SERVICE. CIRKL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CIRKL SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY USER CIRKL ACTVITY OR OTHER ADVERTISING, AND CIRKL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. AND AGAIN, USE THIS JUST FOR FUN.



7. Limitation of Liability
IN NO EVENT SHALL CIRKL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY, (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE CIRKL CLIENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (VI) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OF SERVICE OR PRIVACY POLICY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.



YOU SPECIFICALLY ACKNOWLEDGE THAT CIRKL SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.



The Service is controlled and offered by Cirkl from its facilities in the United States of America. Cirkl makes no representations that the Cirkl Service is appropriate or available for use in other locations. Those who access or use the Cirkl Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.



8. Indemnity
You agree to defend, indemnify and hold harmless Cirkl, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Cirkl Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Activities caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Cirkl Service. We don't support or encourage illegal consumption of alcohol or tobacco, so there.



9. Ability to Accept Terms of Service
You affirm that you are either more than 16 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are at least 16 years old as the Cirkl Service is not intended for children under 16. If you are under 16 years of age, you are not permitted to use the Cirkl Service. You further represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a” terrorist-supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. Cirkl is the developer of the Service, with an address at 104 Brookside Drive, Andover, MA 01810, info at www.spots.nu



10. Assignment
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Cirkl without restriction.



11. General
You agree that: (i) the Cirkl Service shall be deemed solely based in Massachusetts; (ii) the Cirkl Service shall be deemed a passive server that does not give rise to personal jurisdiction over Cirkl, either specific or general, in jurisdictions other than Massachusetts; and (iii) that you agree to subject to the jurisdiction of Massachusetts in the event of any legal dispute. These Terms of Service shall be governed by the internal substantive laws of the State of Massachusetts, without respect to its conflict of laws principles. Any claim or dispute between you and Cirkl that arises in whole or in part from the Cirkl Service shall be decided exclusively by a court of competent jurisdiction located in Massachusetts. These Terms of Service, together with the Privacy Policy at http://www.spots.nu/cirkl/tos#privacy-notice and any other legal notices published by Cirkl, including, but not limited to an end user license agreement, shall constitute the entire agreement between you and Cirkl concerning the Cirkl Service. If any provision of these Terms of Service 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 Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Cirkl's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Cirkl reserves the right to amend or modify these Terms of Service at any time, and it is your responsibility to review these Terms of Service for any changes. If you do not agree to the revised Terms, your only recourse is to discontinue the use of the Cirkl Service. Your continued use of the Cirkl Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND CIRKL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CIRKL SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.