Looking to be one of the actors in a movement to change the core architecture of how most of the digital services are build to a more user centric model is a significant undertaking. And anyone building a new global digital service is full of challenges. So regardless of all our effort, careful planning and executing, there will always be number of things that can go wrong and also many things outside of our control. Anyone who says otherwise would make us worry even more .
While we will naturally do our very best to always succeed in what we do, work hard to avoid mistakes and take all preventive matters in our actions based on our expertise and latest knowledge, some things can still go wrong. So we suggest to only store and share data you can accept being accidentally exposed, always to keep backups from your data and use any suitable parallel options for your needs, to help minimize any potential problems in case of any unfortunate incident with our service.
These terms and conditions are crafted to reflect the realities of the world and to help make sure our focus can remain in fixing, reversing and preventing any unfortunate incidents above anything else.
Terms and Conditions
Startup Commons Incorporated (“STARTUP COMMONS”), through its website www.circlepass.com (the “Website”), is providing a platform for the creation and operation of Global User Account (each a “GUA”) for individuals that can be connected via API's with Service Providers services (“SP Services” or, as the case may be, “you” the Global User Account "User") and used by global account holders to utilize GUA services provided by STARTUP COMMONS (the “GUA Services“) to enable the creation and maintenance of independent, online, Global User Account and connecting API's to facilitate various online services by Service Providers.
The Users understands that the truth and accuracy of the representations, warranties, agreements, acknowledgements and undertakings set out below will be relied on by STARTUP COMMONS. The User irrevocably authorizes STARTUP COMMONS to produce this letter to any interested party in any enquiry, administrative hearing or investigation or legal proceeding.
By accessing the Website, creating a GUA, using the GUA Services OR providing, connecting or using SP Services, you agree to abide by these terms and conditions (the “Terms”) and are deemed to have made the acknowledgements, representations and warranties contained herein. If you do not agree to abide by these Terms and do not wish to, or are not able to, make the acknowledgements, representations and warranties set forth below, you are prohibited from accessing the Website, creating a GUA, using the GUA Services, creating a SP Service and/or accessing a SP Services. These Terms apply to each User, whether they are natural persons or legal entities. The User further acknowledges these Terms, declares his/her consent with these Terms and makes the acknowledgements, representations and warranties contained herein by checking the “I have read and accept the Terms and Conditions” box when the User sets up any GUA or SP Service.
Eligibility and Accuracy of Registration Information
The Website and Services, as well as the establishment of, access to and use of any SP Services is only permitted for Users that are 18 years of age or older. Any registration data provided by you to STARTUP COMMONS must be and is deemed STARTUP COMMONS to be true, accurate, current and complete. In the event that any of this information changes, please notify STARTUP COMMONS immediately. Failure to provide true, accurate, current or complete information and/or failure to update such information may result in the termination of your GUA, access to SP Services or your connection with GUA, GUA Services and any SP service.
Some of the Services are provided free of charge, while others may be provided at a fee. Please see our Product pages for more information about our pricing. Services provided at a fee shall be payable in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.
Amendments and Termination STARTUP COMMONS reserves the right, at its sole discretion, to modify, add or remove any Services and any portion of the Website, Service Provider or these Terms, in whole or in part, at any time without notice or liability. Changes will be effective when posted. Your continued use of the Website, GUA Services and/or the SP Services or Connections after any changes are posted will be considered acceptance of those changes.
STARTUP COMMONS expressly reserves the right to terminate, suspend or cancel any SP Service connection that has not been accessed by the relevant SP Service owner for greater than 180 days or the GUA of any User that has not been accessed by the relevant User for greater than 365 days.
Intellectual property rights; License
The Circle Pass Website, the GUA and the GUA & SP Services all contain content that is the intellectual property of STARTUP COMMONS or Service Providers, whether owned by STARTUP COMMONS or licensed to it by third party content owners. This content is protected by domestic and international intellectual property laws and may not be used except as expressly provided for in these Terms or elsewhere along side with the content. Furthermore, the Website, the GUA and the GUA & SP Services are proprietary to STARTUP COMMONS or Service Providers and all intellectual property rights to any ideas, inventions, concepts, designs, methods, systems, algorithms and other materials displayed on the Website are and shall be owned by STARTUP COMMONS unless stated otherwise. The copying reproduction, republication, downloaded, publication, distribution, display and retransmission of any portion of the Website, the GUA and the GUA & SP Services or their respective displays, in any medium, is expressly prohibited unless written permission is first obtained from STARTUP COMMONS or Service Provider in question. All rights not expressly granted by these Terms are reserved to STARTUP COMMONS. After agreeing to these Terms, STARTUP COMMONS will grant to you a non-exclusive, revocable, non-transferable license to use the Website, the GUA and the GUA & SP Services.
Local Legal Requirements
Each User is exclusively responsible for acquiring the necessary licenses or legal statuses necessary to establish, maintain or use the GUA and the GUA & SP Services. Each Service Provider is exclusively responsible for ensuring that the relevant SP Services are operated, used and accessed in accordance with all legal and regulatory requirements in each relevant jurisdiction.
STARTUP COMMONS disclaims any responsibility for: (i) performing any due diligence with respect to any User or Service Provider, (ii) investigating any such User’s use of a SP Services, (iii) whether the use of or access to the SP Services by any User is in compliance within the laws of the jurisdiction. Each Service Provider is responsible for abiding by the laws, rules and regulations of the relevant jurisdiction or jurisdictions. The User and Service Provider hereby indemnifies STARTUP COMMONS for any losses or damages incurred directly or indirectly by STARTUP COMMONS resulting from the User’s or Service Providers activities.
Ethical Operation of the SP Services
By creating a SP Service Connection or using SP Services, Users agree not to establish or use SP Services for the transmission of any information that is obscene, libelous, harassing, abusive, threatening, invasive of any individual or entity’s privacy, or in violation of any other individual’s intellectual property rights. Moreover, Users must not use the SP Services to perform any illegal, unethical or morally dubious activities that may damage the reputation of STARTUP COMMONS, Service Providers or any other individual or entity.
Privacy and Additional Commitments
Use of the Website and the Services
Users acknowledge and agree that via GUA they are in control of their private and/or public information and communication settings. Any communications made to or by means of any portion of the Website, GUA or SP Services can be made public by User. Users acknowledge that: (a) Users have no expectation of privacy in any Public Communication (as defined below) and (b) no confidential, fiduciary, business, advisory, consultancy, contractually implied or other relationship is created between Users and STARTUP COMMONS by reason of the transmission of a public communication to any area of the Website or any SP Services. By transmitting any public communication which include information defined so by User on the Website, GUA or in any SP Services, (collectively, “Public Communication”), you grant STARTUP COMMONS a worldwide, unrestricted, nonexclusive, royalty-free license to use, copy, license, distribute, display, reproduce, transmit, modify, edit, and otherwise exploit the Public Communication on your behalf, in all media now known or later developed.
Responsibility for Content on the SP Services
The Service Provider is responsible for conducting its own due diligence on all Users of its Service(s). STARTUP COMMONS does not recommend Users or any use of the Service Provider, SP Services, or the SP Website. With respect to the information provided by any User information, such information has not been and will not be subject to any diligence or investigation by STARTUP COMMONS. STARTUP COMMONS disclaims responsibility for any statement (whether oral or written) or act of any User (including officers and directors) which is transmitted through, posted on or otherwise related in any way to STARTUP COMMONS, a Service Provider, the Website or a User. STARTUP COMMONS may, however, circulate any information provided to or found on a SP Services for internal evaluation purposes, screening, informational purposes or any other purpose
With respect to the information provided by any User information, such User is responsible for ensuring that their information does not contain nor will it contain any untrue statement of a material fact or omit to state a material fact necessary to make the information, in light of the circumstances under which it is provided, not misleading. All expressions of opinion, intention or expectation in the information provided by any User with respect to itself, the market in which it intends to operate or otherwise related to such person, are or will be, when published, made in good faith and reasonably arrived at after due and careful enquiry.
To the extent that any Service Provider facilitates, participates or publicizes any investment or opportunity in any way in SP Services, of such Service Provider hereby represents and warrants that it has sufficient expertise and knowledge to do so, it will ensure that all Users are educated as to these risks and it will take any other steps as required by law or best practice. If any User invests in an opportunity, such User warrants that it has the ability to bear the economic risk of losing the entire amount of the investment. The User further represents and warrants that it will conduct sufficient due diligence on any investment opportunities, Users or other information that it deems necessary to make any investment. The User is strongly encouraged to seek legal and other professional counsel prior to facilitating, publicizing or making investments.
Users acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website, GUA Services or SP Service, provided by you are non-confidential and shall become the sole property of STARTUP COMMONS. STARTUP COMMONS shall own exclusive rights, including all intellectual property rights, and shall be shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to the User.
Limitations on GUA, GUA Services or SP Service Connection Quality based on Amazon Cloud Services
STARTUP COMMONS goal is to provide Users with useful, stable and available GUA, GUA Services and connections with SP Services. However, STARTUP COMMONS cannot guarantee that there will be no difficulties, technical or otherwise, which may, in rare cases, result in service interruptions or loss of data. For this reason, the Website, GUA Services and SP Service connections are provided strictly on an “as is” basis. By accepting these Terms, all Users agree that neither STARTUP COMMONS nor any of its shareholders, partners, parent companies, affiliates, directors, officers, subsidiaries, employees, agents, licensees, distributors and content providers (collectively, the “STARTUP COMMONS PARTIES”), will be held accountable for any delays in transmission of data, data loss, service interruptions or retention of user settings. The Users agree that none of the STARTUP COMMONS PARTIES will be liable for any damages, direct or indirect, including but not limited to lost business opportunities, should such discontinuance occur.
STARTUP COMMONS utilizes services provided by Amazon Web Services (AWS). The terms and conditions of Amazon Web Services with regard to quality of certain of the Services. STARTUP COMMONS expressly disclaims all liability for any failures of service by Amazon Cloud Services.
Service Providers shall govern the quality of the SP services.
NONE OF THE STARTUP COMMONS PARTIES MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE WEBSITE, GUA SERVICES OR SP SERVICES, INCLUDING BUT NOT LIMITED TO THEIR ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS, OR RELIABILITY. NONE OF THE STARTUP COMMONS PARTIES SHALL BE SUBJECT TO LIABILITY FOR ACCURACY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE WEBSITE, GUA SERVICES OR SP SERVICES OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. USERS AGREE THAT USE OF THE WEBSITE, GUA SERVICES OR SP SERVICES IS SOLELY AT THEIR OWN RISK. STARTUP COMMONS IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO THE ACTIONS OR OMISSIONS OF ANYONE USING THE WEBSITE, GUA SERVICES OR SP SERVICES OR THE SERVICES. AS A CONDITION TO USE OF THE WEBSITE, GUA SERVICES OR SP SERVICES, USERS HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT SUCH USERS MIGHT HAVE AGAINST ANY OF THE STARTUP COMMONS PARTIES ARISING OUT OF OR RELATING TO THE SUBMISSION AND REVIEW OF ANY MATERIALS MADE AVAILABLE THROUGH THE WEBSITE, GUA SERVICES OR SP SERVICES. NO STARTUP COMMONS PARTIES SHALL AGREE TO ANY OBLIGATIONS OF CONFIDENTIALITY, NONDISCLOSURE OR NONUSE, UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, AND IN NO EVENT SHALL ANY STARTUP COMMONS PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE, GUA SERVICES OR SP SERVICES OR RESULTING FROM THE SUBMISSION OF ANY MATERIALS VIA THE WEBSITE, GUA SERVICES OR SP SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A STARTUP COMMONS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS. IN SUCH JURISDICTIONS, THE LIABILITY OF THE STARTUP COMMONS PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
STARTUP COMMONS provide tools to manage the privacy and access to users information. Beyond the tools provided, STARTUP COMMONS has no special relationship with or fiduciary duty to any User. Users acknowledge that STARTUP COMMONS has no control over, and no duty to take any action regarding: which users gains access to the Public Information on the Website, GUA or any SP Services; what public content can be accessed via the Website, GUA Services or any SP Services; what affect the public content may have on any user; how Users may interpret or use the content; or what actions Users may take as a result of having been exposed to the content.
Unless otherwise expressly agreed in writing with STARTUP COMMONS, STARTUP COMMONS shall not be liable for your interactions with any organizations and/or individuals found on or through the Website, GUA Services or the SP Services. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with the Services. STARTUP COMMONS is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between Users or between Users and any third party. STARTUP COMMONS is under no obligation to become involved in disputes between Users or between Users and any third party. In the event of a dispute, Users release all STARTUP COMMONS PARTIES from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our service.
Each User agrees to defend, indemnify and hold harmless the STARTUP COMMONS PARTIES from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, the User’s access to or use of the Website (or any content therein) or the Services and the establishment or use of any SP Services, any breach by the User of these Terms, or infringement by the User, or any third party using your GUA or SP Services, of any intellectual property or other right of any person or entity. Service Providers further agree to defend, indemnify and hold harmless the STARTUP COMMONS PARTIES from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, to the any User’s access to, use of, or misuse of its SP Services or any information on its SP Service including without limitation, any infringement of intellectual property rights or securities laws. STARTUP COMMONS reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will assist and cooperate with STARTUP COMMONS in asserting any available defenses. Failure to assume avail itself of or enforce any of its rights does not constitute a waiver of such rights by STARTUP COMMONS.
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
By visiting or using the Website or using the GUA Services or by establishing or using any SP Service, the User and Service Provider agrees that the laws and regulation of EU, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms.
The User agrees that Website is deemed a passive website that does not give rise to personal jurisdiction over any STARTUP COMMONS or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the EU. The User agrees that any action at law or your use or non-use of the Website, the Services or the Service Providers, shall be filed only in the courts located in Helsinki, Finland and the User hereby consents and submits to jurisdiction in such courts for the purposes of litigating any such action.
THE USER ACKNOWLEDGES THAT IT HAS READ THESE TERMS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM. THE USER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THESE TERMS BETWEEN THE USER AND STARTUP COMMONS WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, WRITTEN OR ORAL, AND ANY OTHER COMMUNICATION BETWEEN THE USER AND STARTUP COMMONS RELATING TO THE SUBJECT MATTER OF THESE TERMS.