Terms of Service
Revised: October 20, 2020
1. ACCEPTANCE OF TERMS
Go Circular Solutions, LLC (“Go Circular”) provides a technology-enabled marketplace for the efficient purchase and sale of OEM end of life products through access to and use of its proprietary website and associated domains ofwww.gocircularsolutions.com (including any successor websites or domains), any mobile software applications (“Mobile Apps”), and other related software, content, and services, including all versions, updates and enhancements thereto (collectively, the “Services). Your use of the Services is subject to and governed by the terms and conditions in this Terms of Service (the “Terms”). Go Circular may, at its discretion, update these Terms at any time. You can access and review the most current version of these Terms at the URL for this page or by clicking on the “Terms of Service” link within the Services, or as otherwise made available by Go Circular.
PLEASE REVIEW THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
THESE TERMS REQUIRE FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS (EACH, A “CLAIM”), AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by these Terms; and (c) are not a person barred from using the Services under the laws of any applicable jurisdiction.
3. Proprietary Rights
(a)Grant. Subject to and conditioned on your compliance with these Terms, Go Circular hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license solely: (i) to access and view pages within the Services; (ii) to the extent that the Services provide access to any online software, applications or other similar components, to access and use such components only within the Services and only in the form found within the Services; (iii) to the extent that Go Circular makes any Mobile Apps available, to install, run and use the Mobile Apps on a mobile device that you own and control, in executable, machine-readable, object code form only. All rights granted to you under this Terms are subject to and conditioned on your compliance with this Terms and all Additional Terms in all material respects and may only be exercised by you for your personal, non-commercial use or internal business purposes. Go Circular is not obligated to provide you any support for the Services, and these Terms do not entitle you to any support for the Services. Go Circular reserves the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and Go Circular shall not be liable to you or any third party for any such modification or discontinuance.
(b) Mobile Apps.
If any Mobile App is downloaded by you from the iTunes App Store (each, an “iOS Mobile App”), your use of such iOS Mobile App is further subject to your compliance in all material respects with the terms and conditions of the Usage Rules set forth in the iTunes App Store Terms of Service. These Terms are between you and Go Circular only, and not with Apple Inc. (“Apple”) or any other app store provider, and Apple is not responsible for iOS Mobile Apps and the contents thereof; however, Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms with respect to iOS Mobile Apps.
(c) Reservation of Rights.
The Services provided or made available to you hereunder are licensed, not sold, and Go Circular retains and reserves all rights not expressly granted in these Terms. You acknowledge and agree that, as between you and Go Circular, Go Circular and its licensors own all right, title and interest (including all intellectual property rights) in and to the Services and all data, content, and other materials within the Services. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. Go Circular reserves all rights not expressly granted to you in this Terms.
You may not use any Go Circular names, brands, trademarks, service marks and logos that Go Circular makes available on the Services (“Marks”). You will not remove or alter the Marks or any proprietary notices on the Services. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Go Circular. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party.
If you elect to provide or make available to Go Circular any suggestions, comments, ideas, improvements or other feedback relating to the Services (“Feedback”), Go Circular shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.
4. Registration; Account
Go Circular may enable you to access and browse the Services without registering, but some features may not be accessible unless you register. In registering for the Services, you agree to: (i) provide true, accurate, current and complete information about yourself (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Go Circular reasonably suspects that you have done so, Go Circular may suspend or terminate your account.
You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account, whether or not you authorized the particular use or user, and regardless of your knowledge of such use. You agree to notify Go Circular immediately of any unauthorized use of your account or password or any other similar breach of security. You acknowledge that Go Circular is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords.
(a) Responsibility for Content.
You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Services, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not Go Circular, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Services (“Your Content”), and other users of the Services (including any third-party manufacturers), and not Go Circular, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Services. You acknowledge and agree that Go Circular has no obligation to pre-screen Content, although Go Circular reserves the right in its sole discretion to pre-screen, refuse or remove any Content.
(b) Content Restrictions.
You will not: upload, post, email, store, transmit, or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation; (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware; or (vi) consists of information that you know or have reason to know is false or inaccurate.
(c) License to Go Circular.
You grant Go Circular and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) that you provide in connection with the Services as necessary to (i) provide access to the Services to you and other users (including any maintenance, calibration, diagnostic, and troubleshooting); and (ii) monitor and improve the Services.
6. Conduct Restrictions
In connection with your access to or use of the Services, you will not: (i) use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under these Terms; (ii) reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services; (iii) interfere with or disrupt the integrity or performance of the Services, or otherwise act in a manner that negatively affects the ability of other users to access or use the Services; (iv) provide use of the Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services on any other server, or wireless or Internet-based device; (v) access the Services for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services; (vi) violate any applicable local, state, provincial, federal or international law or regulation, or use the Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights; (vii) impersonate, misrepresent your affiliation with, any person or entity; (ix) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services.
7. Sales and delivery terms
(a) Product Descriptions.
You are responsible for reading the full item listing before making a bid or otherwise making a commitment to buy. Go Circular attempts to be as accurate as possible; however; Go Circular does not warrant that product descriptions or other Content is accurate, complete, reliable, current, or error-free. If a product offered by Go Circular itself is not as described, your sole remedy is to return it in unused condition.
Go Circular cannot confirm the price of an item until you complete your order. Despite our efforts, a small number of the items in our catalog may be mispriced. If the correct price of an item is higher than the stated price, Go Circular will, in its sole discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. Go Circular generally does not charge your credit card until after your order has entered the shipping process or, for digital products, until such digital product are made available to you.
Unless otherwise noted, items sold by Go Circular are subject to state and local sales tax in accordance with applicable laws. Go Circular may not collect sales or use taxes in all states. If provided by Go Circular, the sales tax indicated on the checkout page is an estimate, and that true amount will be calculated when your account charge is authorized.
When bidding or otherwise indicating your interest in an item, you agree that: (i) all bids are considered irrevocable offers to purchase the indicated item until the close of the indicated sales window, and any attempted bid retracting will be considered invalid; (ii) you enter into a legally binding contract to purchase an item when you commit to buy an item, your offer for an item is accepted, or if you have the winning bid (or your bid is otherwise accepted); and (iii) you will not submit any shill bids (e.g., bids made for any purpose other than the intention to purchase the applicable item).
You agree to pay all fees for all products ordered through the Services as set forth in the order confirmation page (“Fees”) in accordance with terms set forth herein and any additional terms set forth on the Services. You hereby authorize Go Circular to charge your payment method on file (e.g., credit card, Go Circular account, etc.) for all Fees that have become due and payable.
(f) Returns, Refunds and Title.
Go Circular does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued without requiring a return. In this situation, Go Circular does not take title to the refunded item.
8. LINKS; ADVERTISERS; DEALINGS WITH Third Parties
(b) Dealings with Third Parties.
Your dealings with advertisers and other third parties, including OEM device and product manufacturers, who market, sell, buy or offer to sell or buy any goods or services on or through the Services, including payment for and delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third party. You agree that Go Circular shall not be liable for any damage or loss of any kind incurred as a result of any such dealings.
You shall indemnify and hold Go Circular and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Go Circular Parties”) harmless from and against any and all claims, demands, losses, damages, costs, liabilities and expenses, including reasonable attorneys’ fees, resulting from or arising out of (a) Your Content; (b) your violation of these Terms, any law or regulation, or any rights (including intellectual property rights) of another party; or (c) your use of the Services, except as expressly permitted in these Terms.
10. DISCLAIMER OF WARRANTIES
(a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GO CIRCULAR PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(b) THE GO CIRCULAR PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE CONTENT, INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.
(c) THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
11. LIMITATION OF LIABILITY
(a) THE GO CIRCULAR PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF THE GO CIRCULAR PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE GO CIRCULAR PARTIES’ TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR CONTENT EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT PAID BY YOU TO GO CIRCULAR FOR ACCESS TO THE SERVICES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE.
(b) THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. Suspension and TERMINATION
If you violate these Terms, Go Circular may, with or without notice to you, immediately suspend or terminate your access and use of the Services.
(b) Events Upon Termination.
Upon termination of these Terms for any reason: (i) you will immediate cease your use of the Services; (ii) Go Circular, in its sole discretion, may remove and discard Your Content and information; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of this Terms shall survive such expiration or termination. Further, you agree that that Go Circular shall not be liable to you or any third party for any termination of your account or access to the Services.
13. Governing Law
This Terms shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Texas, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this Terms, regardless of the states in which the parties do business or are incorporated.
14. Binding arbitration and class action waiver
(a) Agreement to Arbitrate.
ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THESE TERMS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
(c) Class Action Waiver.
WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
(d) Injunctive Relief.
Notwithstanding anything to the contrary, you and Go Circular may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 14.
If Go Circular implements any material change to this Section 14, such change shall not apply to any Claim for which you provided written notice to Go Circular before the implementation of the change.
15. Legal Compliance
You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where Services or any items obtained in connection with the Services are delivered or used and you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
16. U.S. Government Entities
This section applies to access to or use of the Services by a branch or agency of the United States Government. The Services includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in these Terms with respect to the such items, and any access to or use of the Services by the United States Government constitutes: (i) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.
17. Procedure for Making Claims of Copyright Infringement
If you believe that your work has been made available through the Services in a way that constitutes copyright infringement, please provide Go Circular’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Services; (d) your address, telephone number and email address; (e) a statement by you that you have 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 (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact Go Circular’s Agent for Notice of Copyright Claims. Go Circular’s Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
PO Box 302258
Austin, Texas 78703
18. GENERAL PROVISIONS