1. General.

Rare Circles Inc. (“RareCircles”) is a membership platform that blends community engagement with rewards and benefits. We enable brands (“Merchants”) to engage with members of their communities (“Members”) through specific claimable activities designed to engage or reward them, such as giveaways, exclusive discounts, and invitations to events or through subscriptions to specific communities (“Services”).

These Terms of Service (“Terms”) apply to both Merchants and to Members (together, “Users”), with distinctions made where relevant.

2. Read these Terms.

Read these Terms carefully because they contain important information about your legal rights, remedies, and obligations, and ultimately contain the terms and conditions under which we provide our Services. They also affect what types of content and conduct are permitted when using the Services.

If you are a Merchant and intend on using the Services on behalf of an entity (such as on behalf of your employer), you agree to these Terms on behalf of that entity and its affiliates, and you represent that you have the authority to do so. 

By agreeing to these Terms, you acknowledge that you have read and agree to the Privacy Policy applicable to all Users. You also acknowledge that you have read and agree to abide by RareCircles’ Acceptable Use Policy, which is incorporated by reference into these Terms. 

Do not access or use the Services if you do not agree to these Terms.

3. RareCircles’ Services and Role.

3.1 What we do (i.e., operate a platform).

We are an online platform that enables brands to interact with their communities (“Platform”).

Merchants can create specific claimable activities (“Activations”), designed to engage and/or reward customers. The Activations can include challenges, polls, giveaways, exclusive discounts and products, early access, or invitations to events. Merchants can create, post, and manage Activations.

Merchants can also create, manage, and make memberships available to Members through our Services (“Subscription Memberships”). Subscription Memberships are communities hosted within the Services, where subscribed Members receive Merchant loyalty and engagement content, i.e., Activations, on either a free or paid basis.

In turn, Members can engage with Merchants and other Members.

RareCircles provides the platform by which Merchants engage Members which includes interactivity, third-party integrations, and payment features, as well as the underlying hardware, software, network storage and related technology required to run the Services, all of which is hosted on our website at rarecircles.com (“Website”).

Our platform also allows Users to upload visual, music, audio or video works, and other information and materials to be used in connection with the Services, such as trademarks, service marks, logos, or trade names, names, image, description, inventory levels, pricing options, text, images, documents, and tools (“Content”).

3.2 What we do not do (i.e., everything, but operate the Platform).

We are not the brands, creators, organizers, or owners of the Activations or Subscription Memberships listed on the Services. We are not the seller of Activations, merchandise, tickets, registrations, or any other goods on the Services. We only provide our Services, which allow Merchants to manage and promote their Activations and manage their Subscription Memberships.

Merchants are solely responsible for ensuring that their Activations, Subscription Memberships and Content, and any page displaying or promoting any Activations, Subscription Memberships or Content, complies with any applicable laws, rules, and regulations, and that the goods and services described on the Merchant’s page are delivered to Members as described and in an accurate, satisfactory manner.

4. Creating an account.

We require you to create an account to access certain features or functions of the Services. When you create an account with us or use our Services, you must provide us with accurate information and follow these rules.

4.1 Your account with RareCircles as a Merchant.

By creating an account, you represent and warrant to RareCircles that:

(a) you are at least 18 years of age, or the legal age of majority where you reside.

(b) all information you provide related to your account, whether about yourself or, if you are using the Services on behalf of an entity, that entity, is current, accurate, and complete, and that you will keep it up to date should it change.

(c) you, or the entity on behalf of who you are using the Services, are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or that is listed on any U.S. Government list of prohibited or restricted parties.

(d) if you are using the Services on behalf of an entity, you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

Furthermore, you agree that:

(a) If you register for the Services on behalf of a business organization, between you and that business organization, the business organization will be deemed by RareCircles as the legal and beneficial account owner (“Account Owner”).

(b) Account Owners have certain rights within the account, including the right to cancel the account, delete information from the account and appoint administrators. The term or designation as Account Owner does not convey or connote ownership rights or any other property interest in an account. All rights in and to your account are and shall forever be owned by and inure to the benefit of RareCircles. Although the Account Owner can also appoint a new Account Owner if the billing contact is not the appropriate person to manage the account, in the event of a dispute regarding entitlement to access an account, we may request documentation to determine or confirm who is the rightful Account Owner.

(c) RareCircles may determine, in our sole judgment, who the rightful Account Owner is and may transfer an account to the person we consider is the rightful Account Owner. If there is a dispute between two or more persons or entities regarding account ownership, we will have the ultimate authority over that dispute and our decision (which may include termination or suspension of the account) will be final and binding. If we are unable to reasonably determine the rightful Account Owner, RareCircles may temporarily disable an account until resolution has been determined between the disputing parties.

(d) We may provide you the ability to implement certain permissions within your account to third parties including, “sub-users,” “sub-accounts,” or other credentialed account users. If we do so, you are solely responsible for all activity that occurs under your account (including actions by sub-users). You shall maintain the confidentiality of your password and account details. All rules applicable to your account also apply to all third parties to whom you grant access to your account.

Finally, in relation to your account, you agree that you:

(a) shall not provide your account credentials (logins, passwords, or other means of access or authentication) to third parties or otherwise share those credentials

(b) shall not transfer or assign your account;

(c) shall notify RareCircles immediately of any suspected breach of security or unauthorized use of your account. 

(d) shall not conduct any activity in connection with the Services that violates any applicable laws.

4.2 Your account with RareCircles as a Member.

By creating an account, you represent and warrant to RareCircles that:

(a) you are an individual who is at least thirteen (13) years of age.

(b) all information you provide related to your account is current, accurate, and complete.

(c) you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or that is listed on any U.S. Government list of prohibited or restricted parties.

Furthermore, in relation to your account, you agree that you:

(d) shall not provide your account credentials (logins, passwords, or other means of access or authentication) to third parties or otherwise share those credentials

(f) shall not transfer or assign your account;

(g) shall notify RareCircles immediately of any suspected breach of security or unauthorized use of your account.

(h) shall not conduct any activity in connection with the Services that violates any applicable laws.

5. Between Merchants and Members.

We act as an intermediary between Merchants and Members, and we are not a party to any agreement to buy, sell or otherwise deliver any goods or services advertised on the Services as part of an Activation or Subscription Membership.

When a Member claims an Activation or Subscription Membership made available by a Merchant, they are entering into an agreement directly with each other. We do not act as an agent for Merchants. Since we are not a party to Activations and Subscription Memberships, any interaction between Merchants and Members, including agreements entered between a Merchant and a Member, is a matter directly between them. 

Merchants are solely responsible to set terms by which they provide Activations and Subscription Memberships to Members through the Services, and ensure those terms are legal, and enforceable. Merchants should also abide by the terms they set.

Merchants are solely responsible for ensuring that such terms do not cause or create any liability for RareCircles, meet the requirements of applicable laws and contain provisions that are as protective of RareCircles as those in these Terms.

RareCircles shall have no responsibility or liability to Merchants for any claims arising in respect of any Merchant’s failure to have in place and maintain such appropriate and enforceable terms of sale or terms or service applicable to Members.

6. Content.

6.1 Your Content.

Although we allow you to upload Content on our platform, you are ultimately responsible for it. We do not own your Content. However, we need certain rights to use your Content, otherwise we cannot provide the Services. You must not steal other people’s content and you must abide by the rules of our Platform and follow the law.

6.1.1. Your Content is your responsibility.

You are solely responsible for your Content including the accuracy, quality, integrity and legality of such Content and of the methods by which you acquire, use, and transfer the Content, and making and keeping backup copies of your Content.

You agree to use the Services only in compliance with RareCircles’ policies, including the Privacy Policy and Acceptable Use Policy, and all applicable laws.

Although we have no obligation to monitor your use of the Services, we may do so and may prohibit any use of the Services we believe may be in violation of the foregoing.

6.1.2. We need a license to use your Content.

You hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to: 

(a) access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish, market, create derivative works from, and commercially exploit your Content (except trademarks and logos), in whole or in part, in any media, for:

i. operating the Services (including our promotional and marketing services, which may include promotion on a third-party website or other media, including our event distribution providers and our social media properties);

ii. RareCircles’ internal purposes (such as employee or shareholder communications); and

iii. when you give your permission, the purposes of promoting RareCircles or our Services; and

(b) use your trademarks and logos:

i. in connection with our use of your Content; and

ii. for the purpose of identifying you as an existing or past customer or partner of RareCircles both on the Services and in marketing, advertising and promotional materials; and

(c) use, exploit, or incorporate into the Services or other RareCircles products and services suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Service for any purpose, commercial or otherwise, without acknowledgment or compensation to you. 

You hereby waive all moral rights in connection with our use of your Content in accordance with the licenses above.

You represent and warrant that you can grant us the rights described above.

Aside from these licenses, we do not claim any ownership rights in any of your Content and nothing in these Terms will restrict any rights that you may have to use and exploit your Content outside of the Services.

6.1.3. Some Content is unacceptable.

We strive to create respectful and welcoming communities for everyone involved, and as such, you agree that your Content: 

(a) shall not infringe, violate, misappropriate, or otherwise conflict with the rights of a third party including, copyrights, trade secrets, trademarks, patents, moral rights, rights of publicity, or of privacy;

(b) shall not advocate, promote, incite, instruct, assist, or otherwise encourage violence or any illegal activities;

(c) shall not promote, solicit, or contain inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, hateful, obscene, indecent, vulgar, pornographic, or otherwise objectionable or unlawful content or activity;

(d) shall not be false, misleading, or inaccurate, or constitute fraud, misrepresentation, or unlawful business practices; 

(e) shall comply with applicable local, state, provincial, federal, national, and other laws, rules, ordinances, and regulations, including the laws and regulations governing data protection or privacy; and

(f) shall not violate these Terms, our Privacy Policy, our Acceptable Use Policy, or any other of our policies.

We may remove your Content from the Services with or without notice if we believe that it violates these Terms or for any other reason. 

6.1.4 How we may display your Content.

Your Content may be displayed on the Services in proximate distance to any other Content, including content that is substantially similar or competing with yours, and we do not guarantee your exclusivity as a Merchant in any category. Without limiting the generality of the foregoing, the Services are provided on a nonexclusive basis.

6.1.5 How we preserve your Content.

We may preserve your Content, registration data, and all other data associated with your account, and may also disclose your Content, registration data, and all other data associated with your account if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process; to respond to claims that any of your Content violate the rights of third parties; enforce or administer these Terms; or to protect the rights, property or personal safety.

6.2 Our Content.

We allow you to use our Content for the purpose of our Services. You agree to use it respectfully, as intended, and according to the law.

6.2.1 Your right to use our Services is limited to the license we grant you.

We hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use our Services.

6.2.2 Don’t copy, sell, or use our Content in a way that is damaging to us.

In addition to any other restrictions, limitations, and prohibitions that we impose in these Terms or elsewhere, you agree that you will not directly or indirectly:

(a) copy, modify, reproduce, translate, localize, port, or otherwise create derivatives of any part of the Services;

(b) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or structure, sequence, and organization of all or any part of the Services;

(c) rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorized manner;

(d) remove or alter any proprietary notices on the Services; or 

(e) engage in any activity that interferes with or disrupts the Services.

6.2.3 Our property remains our property.

Subject to your compliance with these Terms, we hereby grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services, including our Content. 

Such license does not include any right to (i) resell or distribute the Services to other Users, individuals, or entities; (ii) distribute, publicly perform or publicly display any Services content; (iii) modify or otherwise make any derivative uses of the Services, or any portion thereof; (iv) use any data mining, scraping, robots or similar data gathering or extraction methods; (v) download (other than page caching) any portion of the Services, except as expressly permitted by us; and (vi) use the Services other than for their intended purposes. 

You agree that except for the rights and licenses granted in these Terms, we own and retains all right, title and interest, including all patent rights, copyrights, trademark rights, service mark rights, trade secret rights, and all other intellectual property and other proprietary rights and laws therein (collectively “Proprietary Rights”), in and to the Services, and any other materials provided or made available by us.

We may own the Content on our Website, or portions of the Content on our Website may be made available to us through arrangements with third parties. Content that is included in or made available through the Services is our exclusive property and is protected by copyright laws and our Proprietary Rights. 

We grant you no further licenses of any kind hereunder, whether by implication, estoppel or otherwise. You acknowledge that only RareCircles shall have the right to maintain, enhance or otherwise modify the Services.

6.2.4 You can’t use trademarks that aren’t yours unless we say so.

The trademarks, service marks and logos of RareCircles (“RareCircles Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of RareCircles. 

Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (“Third Party Trademarks” and, together with the RareCircles Trademarks, the “Trademarks”). 

Your license to use the Services does not include, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without our prior written consent specifically for each such usage. 

You agree not to use the Trademarks to disparage us, any third party, or our or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. You must not use any Trademarks as part of a link to or from any website unless we approve such use by prior written consent specifically for each such link. All goodwill generated from the use of any Trademark will inure to RareCircles’ benefit. 

Certain issued patents and patents pending apply to the Services. Content on our Website or Service may also be protected by copyrights owned by us or third parties. If you copy portions of the Services, you are violating these patent rights and copyrights.

6.2.5 You can’t use our Content for your own purposes.

You have no right to use, and you agree not to use, any of our Content on the Services or our Website for your own commercial purposes. 

You have no right to, and you agree not to, scrape, crawl, or employ any automated means to extract data from the Services or our Website.

6.2.6 Any sub-domains connected to our Website will be owned by us.

We may provide you with the right to use a sub-domain within our Website (e.g., [prefix].rarecircles.com). All such sub-domains are solely our property, and we may determine their appearance, design, functionality, or any other aspects. Your right to use a sub-domain we provide you with will continue only for so long as you are actively using the Services and provided you comply with the Terms. 

6.3 Linking to third-party Content.

The presence of a link to any other website does not imply that Rare Circles endorses or accepts any responsibility for the content or use of such websites, and you hereby release Rare Circles from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites. 

While Rare Circles does not prohibit linking to third party websites and content, it does not wish to be linked to or from any third-party website which contains, posts, or transmits any of the unacceptable content referenced in these Terms. 

Rare Circles reserves the right to prohibit or remove (or require you to remove) any link to the Services, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.

7. How we manage the Services.

7.1 Accuracy of information.

Although we strive for accuracy, there may be information on our Website or our Services that contains typographical errors, inaccuracies, or omissions, including descriptions, availability, and various other information. We may correct errors, inaccuracies, or omissions and change the information on the Services at any time, without prior notice.

7.2 Data security.

We maintain certain data that you transmit to the Service for the purpose of managing the performance of the Service, as well as data relating to your use of the Service. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Service. We shall have no liability to you for any loss or corruption of data, and you hereby waive any right of action against us arising from loss or corruption of data, subject to limitations under applicable law.

7.3 Investigations.

We may investigate possible violations of these Terms by you or any person and take any action necessary to protect our Website, our Service, our Users, third parties and the public, as further described in our Acceptable Use Policy.

8. Privacy and User Information.

We follow our Privacy Policy when handling and protecting personal information.

Except as specified in these Terms, our Privacy Policy, or as otherwise required by applicable privacy laws, we are not responsible for the security of any information, personal or otherwise, that is transmitted or processed through our Services.

8.1 If you are a Merchant.

We expect Merchants to follow the rules when dealing with information about Members and other individuals.

Merchants shall comply with applicable local, state, provincial, federal, national, and other laws, rules, and regulations with respect to information they collect about Members or other individuals and comply with any applicable policies posted by us on the Services with respect to information they collect about Members or other individuals.

We do not represent that any privacy policy we provide comply with your obligations under law for your specific business, industry, or location, and we may not update such privacy policy when there are changes in laws, rules, regulations, best practices, and other requirements.

You agree that, to the extent your Content contains personal information, in collecting, holding, and processing that information through the Services, (1) we are acting as your processor and service provider, and (2) you remain responsible for determining the legal basis for such processing or for obtaining all necessary consents from the relevant individuals, including Members and other individuals, or otherwise have the right to enable us to collect, use, hold, and process that information on your behalf in accordance with these Terms. You represent and warrant that you have the necessary consents, permissions, or rights to enable us to do.

We maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. We shall have no liability to you for any loss or corruption of data, and you hereby waive any right of action against us arising from loss or corruption of data, subject to limitations under applicable law.

8.2 If you are a Member.

Account information you provide provided, and data about you generated in connection with these Terms or with your activities on our Website that constitute personal information (or personally identifiable information or personal data, as those terms may be used in different jurisdictions) are subject to our Privacy Policy.

We are committed to maintaining administrative, physical, and technical safeguards for the protection of the confidentiality and integrity of personal information you share with Merchants using our Services. 

No network, server, database, or online transmission is ever fully secure, and so we cannot guarantee, and do not represent or warrant, that the Services or personal information you share using our Services are secure for your purposes. 

Furthermore, and as described in our Privacy Policy, your personal information may be processed by Merchants according to their own privacy policies and in jurisdictions that are not the one you reside in, or the ones we operate in. Although what we ask Merchants contractually to abide by applicable privacy laws, we can only effectively control what happens using our Services.

9. Payments.

If you are under the age of eighteen (18), you may use payments features through the Services only with the involvement of your parent or guardian. Make sure you review the Terms with your parent or guardian so that you both understand your rights and responsibilities.

9.1 Services Fees.

Merchants are responsible for paying RareCircles the fees associated to the Membership Plan they register for on the Website or otherwise through a custom agreed-upon plan. Members are responsible for paying the Merchant the fees associated with the Subscription Membership they register for.

9.2 Taxes.

Merchants are responsible for remitting taxes levied on sales to the appropriate tax authorities. Merchants shall pay any penalty, interest, additional tax, or other charge that may be levied or assessed due to the delay or failure of the Merchant, for any reason, to pay any tax or file any return or information required by law, rule or regulation or by these Terms to be paid or filed by the Merchant.

If either party is audited by a taxing authority or other governmental entity in connection with taxes under this Section, the other party shall reasonably cooperate with the party being audited in order to respond to any audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously and the responsibility for any additional tax, interest or penalty resulting from such audit is to be determined in accordance with the applicable provisions of this section.

9.3 Currency. 

Unless otherwise expressly stated, all money amounts referred to in these Terms or purchase forms are in lawful money of the United States of America (unless otherwise specified), are exclusive of applicable taxes (including all value added tax (VAT), use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental entity on any amounts payable by Users hereunder), and shall be paid without deduction for, and free and clear of, any such applicable taxes.

9.4 Payment Disputes.

Merchants are solely responsible for handling and processing all cancellations, chargebacks, reimbursements, or refund requests from Members in connection with the purchase or claiming of Activations or Subscription Memberships through the Services and any resulting losses. 

In no event shall RareCircles be obliged to reimburse any fees despite any Merchant agreeing to reimburse or cancel a transaction with a Member. Without limiting its other remedies under applicable contracts or at law, RareCircles may offset any amounts to it by a Merchant hereunder against future sales.

10. Third-Party Websites

10.1 Third-Party Integration Partners. 

The Services or Users may provide links to other Internet websites or resources that are not owned or controlled by Rare Circles or that may make it possible for you to elect to use third party services with the Services where such third-party service providers have integrated their offering with the Services (“Third Party Integration Partners”). 

Because we have no control over the content of such websites and resources, you agree that we are not responsible for the availability of such websites or resources. In no event shall any reference to any third-party, third-party product or service be construed as an approval or endorsement by Rare Circles of that third-party, third-party product or service. We do not endorse and are not responsible or liable for any Website Content, advertising, offers, products, services, or other materials on or available from such websites or resources, or for the delivery of any product or service offered by third parties including Third Party Integration Partners, and are not responsible for any damages or losses related to them, even if such websites or resources are connected with our partners, third-party service providers, or Third Party Integration Partners.

To access to a Third-Party Integration Partner’s service, you will need to sign-up directly with the Third-Party Integration Partner in most cases. For certain services offered by Third Party Integration Partners, Merchants may be required to pay a fee to Rare Circles to turn on the third-party service. Any third-party websites or services (including those offered by Third Party Integration Partners) are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. 

10.2 Payment Integrator’s Additional Rules. 

If a Merchant is using an integration with a third-party payment processor supported by RareCircles, the Merchant will be required to adhere to the applicable terms of service of such payment integrator. In addition, the Merchant is responsible for ensuring the security of any cardholder data or payment information in the Merchant’s possession including any cardholder data or other payment information which the Merchant processes, transmits, or stores. It is also the Merchant’s responsibility and obligation to inform Members about the Merchant’s processing of their payment data.

11. Term and termination.

These Terms apply to you as soon as you access the Services by any means until your access to the Services is terminated in accordance with these Terms. There may come a time when either you or RareCircles decides it’s best to part ways as described below. When that happens, these Terms will generally no longer apply. However, certain provisions will always remain applicable to both you and us.

11.1 For Merchants.

Merchants Membership Plans are effective on the day they are confirmed through the Services or otherwise and remain active until the expiration of the term specified in the confirmation. Thereafter, they renew automatically for thirty-day periods. They may be terminated by us or by you according to the paragraphs below.

Merchants may terminate their Membership Plan any time by terminating their Merchant account. Terminating a Merchant account will trigger a final, lump-sum payment for all outstanding fees owed to RareCircles.

11.2 For Members.

So long as you continue to access the Services, even without an account, these Terms remain in effect. 

Except as agreed otherwise in a separate written agreement between you and us, you may terminate your access to the Services and the general applicability of these Terms (other than those terms that by their nature continue beyond the expiration or termination, as specified below) by deleting your account. 

If you are a Member using the Services without a registered account (for ex., browsing without registering), your only option for these Terms to no longer apply is to stop accessing the Services indefinitely. 

11.3 Termination by RareCircles.

We may suspend or terminate your right to use the Services at any time, including if:

(a) you violate or breach these Terms or any other agreement between you and us or if you fail to pay any amounts when due;

(b)you misuse or abuse the Services, or use the Services in a way not intended or permitted by us;

(c) you engage in any conduct on or off the Services that jeopardizes the safety of our community or integrity of the platform or interferes with the experience of our community or the Services; or

(d) allowing you to access and use the Services would violate any applicable local, state, federal, provincial, national, or other laws, rules and regulations or court order, or would expose us to legal liability.

We may terminate your Membership Plan or cancel your Merchant account under the following circumstances:

(a) breaches or violations of these Terms (including non-payment of any fees);

(b) requests by law enforcement or other government agencies;

(c) requests by the Account Owner;

(d) discontinuance or material modification to the Services;

(e) unexpected technical, security or legal issues or problems; or

(f) your participation, directly or indirectly, in fraudulent or illegal activities.

If you are a Merchant and more than one Member has raised a complaint or dispute in relation to you or any of your Content, Activation, or Subscription Membership within a period of 6 months, we may terminate your Membership Plan and cancel your account immediately by providing written notice to you of the same.

As described further in these Terms, we may choose to stop offering the Services, or a portion of the Services, or modify or replace any aspect of the Services, at any time. In these cases, we will use reasonable efforts to provide you with notice of our termination of your access to the Services, if we believe that failure to do so would materially prejudice you. We shall not be liable to you or any third party in connection with, or as a result of, our termination of your right to use or otherwise access the Services.

11.4 Effect of termination.

Termination of your access to the Services may include removal of some or all the Content you uploaded. Following termination, you may request deletion of certain materials you uploaded or other Content. To the extent the data is in RareCircles’ possession, custody, or control, RareCircles will perform such deletion subject to the retention policy in our Privacy Policy, and we will certify the same in writing. 

We may make decisions about terminations for any reason and shall not be liable to you or a third-party for termination of your access to the Services or for removal of Content you uploaded to or used with the Services. Any termination of these Terms by RareCircles shall be in addition to all other rights and remedies that we may have.

11.5 Certain provisions always apply.

Notwithstanding termination of your account or access to the Services, all provisions of these Terms that by their nature should survive or otherwise continue beyond the expiration or termination of these Terms will survive and continue to be effective (i.e., they will continue to apply to you). These include the terms relating to payment, ownership, assumption of risk, confidentiality, limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, governing law and judicial forum, and intellectual property protections and licenses.

12. Modifications to the Services.

12.1 Changes and discontinuance.

We are constantly evolving our products and Services to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality.

We may from time-to-time change or discontinue any or all aspects or features of the Services. In such events, you may no longer be able to access, interact with or read the data from the Services. We may also discontinue all or part of the Services. We will not be liable to you or any third party for any modification, suspension, or discontinuance.

We may determine the content, appearance, design, functionality and all other aspects of the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality and other aspects of the Services and Website Content, and any element, aspect, portion or feature thereof, from time to time), and may modify, replace, improve, adapt, or discontinue any part of the Services or the entire Services at any time and for any reason (“Services Modifications”). When such Services Modifications are material, RareCircles will notify you reasonably in advance. 

As a Merchant, should you disagree with Services Modifications, your sole remedy shall be to terminate your Membership Plan and obtain the reimbursement of any fees paid in advance.

12.2 Availability of the Services.

Your access and use of the Services may be interrupted at any time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance, or repair of the Services, or other actions that RareCircles may elect to take.

We cannot guarantee the Services will be always available. It is possible that we experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. 

We may change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms shall be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

The Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. RareCircles may periodically add or update the information and materials on the Services. Users may need to update third-party software from time to time to use or continue to use the Services.

12.3 Beta Services.

We may provide Merchants and Members the opportunity to try out beta features.

We may make available certain beta and other pre-release software, services, equipment, and related documentation, materials, and information to you from time to time, for your use on a voluntary basis, as part of an early-release, early-access program (“Beta Services”) for the purposes of us gathering information and Users providing us with feedback on the quality and usability of the Beta Services. 

The Beta Services may not meet the same level of performance as that of a commercially available product offering, and the Beta Services may not operate correctly and may be subject to substantial modification, including deprecation, during and after the period in which you may use them. We are not liable to you in connection with your use of our Beta Services, and we may revoke your access to the Beta Services at any time, with or without reason or notice.

13. Modifications to the Terms.

We may modify these Terms or Services from time to time and will notify you of material changes.

We may change or modify any of the terms and conditions contained in these Terms, including the Privacy Policy, Acceptable Use Policy, and any policies or guidelines governing the Services, (“Terms Modifications”), at any time. 

If we believe any Terms Modifications are material, we will let you know by (i) posting the changes through the Services; (ii) updating the “Updated” date at the top of this page; and/or (iii) sending you an email or message about the Terms Modifications.

Terms Modifications that are material as determined by RareCircles will be effective thirty (30) calendar days following the “Updated” date, unless a different date is communicated in our notice to you. All other Terms Modifications will be effective immediately.  

You are responsible for reviewing any Terms Modifications. Your continued use of the Services after any Terms Modification will be considered your acceptance of that Terms Modification and the updated Terms. In certain circumstances, we may seek a Terms Modification to these Terms that will only apply to you. This type of Terms Modification must be in writing and signed by both parties. 

As a Merchant, should you disagree with any such Term Modification, your sole remedy shall be to terminate your Membership Plan and obtain the reimbursement of any fees paid in advance.

14. Release.

We are not responsible for the content, data, or actions of third parties. We also have no control over and do not guarantee the (i) quality, safety, success, accuracy, or legality of any Activation or Content associated with an Activation, (ii) accuracy of any information provided by Users (including Members’ personal information shared with Merchants), or (iii) ability of a Member to complete a transaction.

You hereby release us (including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees) from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties in connection with the Services or any Activations, Subscription Memberships or Content listed on the Services. The types of third parties include third parties that help us provide the Services, that a Merchant chooses to assist with an Activation or Subscription Membership, or any third party that a User chooses to use or contract with when using the Services, and also include Merchants and other Members.

15. Disclaimer.

Our Terms are meant to comply with the law. Some states or jurisdictions do not allow the types of disclaimers in this section. If that is the case, they may not apply to you either in part or in full, depending on the applicable law. They may also apply differently to Merchants and Members, depending on the applicable law.

We provide our Service on an “as is” and “as available” basis, and we expressly disclaim all express or implied warranties of all kinds, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranty that our Service will meet your requirements, be safe, secure, uninterrupted, timely, accurate, or error-free, or that your information will be secure.

No advice or information, whether oral or written, obtained by you from us or through our Service creates any warranty not expressly stated in these Terms. 

Any content downloaded or otherwise accessed through your use of our Service, including hyperlinks, is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any content or communication maintained by the Service. We may create limits on use at any time and without notice.

16. Limitation of liability.

Our Terms are meant to comply with the law. Some states or jurisdictions do not allow the types of disclaimers in this section. If that is the case, they may not apply to you either in part or in full, depending on the applicable law. They may also apply differently to Merchants and Members, depending on the applicable law.

To the fullest extent permitted by law, in no event shall we be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from this agreement, the Services or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if it was foreseeable and even if we have been advised of the possibility of such damages. 

Notwithstanding anything to the contrary within these Terms, in no event shall our maximum aggregate liability arising out of or in any way related to these Terms, your access to our Website, or your use of the Service exceed the greater of (a) $100 or (b) the amount retained by us in the transaction or incident that is the subject of the claim.

17. Indemnification.

You agree to defend, indemnify, and hold us harmless (including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees), from and against any loss, damage, liability, claim, demand or investigation, including reasonable attorneys’ fees and expenses, made by a third party due to, arising out of or related to: (1) your use of the Services or your inability to use the Service; (2) your violation of these Terms, other applicable terms, policies, warnings or instructions provided by us or a third party related to your use of the Services; (3) your violation of the rights of a third party, including intellectual property rights or other proprietary rights; or (4) disputes with other Merchants or Members arising from your acts or omissions.

We will notify you about such situations, but our failure or delay in providing such notice will not limit your indemnification obligations except to the extent you are materially prejudiced by such failure. In certain circumstances, we may choose to handle the situation, in which case you agree to cooperate with us in any way we request.

18. Dispute resolution.

18.1 Contact the Merchant if you have an issue with them.

While we want to create healthy communities between Merchants and Members, you agree that we are not responsible for mediating disputes you may have with Merchants. You should contact the Merchant and attempt to resolve the issue with them.

18.2 Contact us first if you have an issue with our Services.

If you have a question or concern about the Services, you agree to contact us first, prior to initiating any legal proceeding. Our customer support team will try to answer your question or resolve your concern.

18.3 Disputes must be resolved through certain rules.

Our Terms are meant to comply with the law. Some states or jurisdictions do not allow specific rules about dispute resolution to apply to consumers. If that is the case, they may not apply to you either in part or in full, depending on the applicable law. They may also apply differently to Merchants and Members, depending on the applicable law.

In the unlikely event that our customer support team is unable to resolve your concerns within sixty (60) calendar days of you contacting them about such concerns, you agree to resolve all disputes and claims between us through the courts of the Province of Alberta (subject to applicable laws), and irrevocably and unconditionally submit to the exclusive jurisdiction of the Province of Alberta. 

Additionally, to the extent permitted by applicable laws, you waive any right you may have to start or participate in any class action against RareCircles, and you agree to opt out of any class proceeding against RareCircles.

18.4 The laws of Alberta apply.

These Terms and the relationship between you and RareCircles are governed by the laws of the Province of Alberta (and the federal laws of Canada applicable therein), without regard to its conflict of laws rules or provisions. 

These laws apply no matter where in the world you live, but if you live outside of Alberta and you are a Member, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. 

19. Miscellaneous terms.

19.1 Entire agreement.

These Terms and any policies or operating rules posted by us on our Website or in respect to the Service, such as our Acceptable Use Policy, constitute the entire agreement between you and us, except as provided for in these Terms.

19.2 Severability.

These Terms operate to the fullest extent permissible by law. If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of other provisions.

19.3 No waiver.

Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

19.4 No assignment.

Neither party may assign or transfer any rights or obligations under these Terms without the prior written consent of the other party. However, we may assign our rights or obligations without your prior consent to any of our affiliates, or to our successors in interest of any business associated with the Services. These Terms shall be binding upon the permitted assigns or transferees of each party.

19.5 Electronic communications.

Visiting our Website, sending us emails, and completing online forms constitute electronic communications. 

You hereby consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy legal requirement that the communication be in writing.

19.6 Relationship.

There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or your use of the Services.

19.7 Interpretation.

19.7.1 Titles are great, but not part of the contract.

Section titles and subtitles in these Terms are for convenience only and have no legal or contractual effect and do not amount to legal advice. 

19.7.2 We “may” means we can, not that we will.

When we say RareCircles “may” or has the right, is permitted, authorized, or allowed to do something in these Terms, it means we may, but are not obligated to, exercise the applicable rights or options, or take the applicable action, as we determine in our sole discretion. Any determinations, decisions, or beliefs by us under these Terms may be made by us in our sole and absolute discretion.

19.7.3 Some further clarity on terminology.

As used in these Terms, “including” means “including, but not limited to”, meaning the list following it is non-exhaustive.

When these Terms say that you “will” take an action, this means that you are agreeing to take the action and that you must take that action. 

19.7.4 Merchants speak for their affiliates.

If you are a Merchant, your obligations, duties, warranties, representations, releases, and waivers throughout these Terms are also the obligations, duties, warranties, representations, releases, and waivers of your affiliates. 

19.7.5 Translations are for your information only.

We may translate these Terms into other languages for your convenience. In the event these Terms are available in a language other than English and the English version, and the other version diverge, the English language version of these Terms shall prevail.

20. Contacting us.

To resolve a complaint or to receive further information regarding our Services, you may contact us at support@rarecircles.com or at the address below

PO Box 39029
Montreal CP Saint-Alexandre
Quebec, Canada
H3B 0B2.