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April 23, 2026

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Cirqley (“Cirqley,” “we,” “us,” or “our”), a digital marketing agency operating in the State of Washington, United States. These Terms govern your access to and use of the Cirqley website located at cirqley.com (the “Website”) and all digital marketing, creative, consulting, and related services provided by Cirqley (collectively, the “Services”).

BY ACCESSING OR USING THE WEBSITE, EXECUTING A PROPOSAL, STATEMENT OF WORK, OR SERVICE AGREEMENT WITH CIRQLEY, OR OTHERWISE ENGAGING CIRQLEY’S SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY. IF YOU DO NOT AGREE, YOU MUST NOT USE THE WEBSITE OR ENGAGE OUR SERVICES.

If you are accepting these Terms on behalf of a law firm, company, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

Definitions

  • “Agreement” means, collectively, these Terms together with any executed proposal, Statement of Work (“SOW”), service agreement, or order form between Cirqley and Client.
  • “Client” means the individual or entity engaging Cirqley for Services.
  • “Deliverables” means the tangible and intangible work product produced by Cirqley under an SOW, including but not limited to websites, written content, creative assets, media, reports, and strategy documents.
  • “Services” has the meaning set forth above.
  • “SOW” means a Statement of Work, proposal, scope document, or order form executed by both parties describing specific Services, deliverables, pricing, and timelines.

Services Overview

Cirqley provides digital marketing and creative services to businesses, with a particular focus on law firms and professional services. Our Services may include, without limitation:
  • Website design, development, and maintenance
  • Search engine optimization (SEO)
  • Search engine marketing (SEM) and paid digital advertising management (including Google Ads, Meta Ads, and other platforms)
  • Social media management and content creation
  • Google Business Profile and local listing management
  • Media production (photography, videography, graphic design)
  • Content writing and copywriting
  • Marketing strategy, consulting, and analytics
  • Ongoing marketing support and campaign management
Services are delivered as (a) one-time, project-based engagements, (b) monthly retainers, or (c) recurring subscription services, as specified in the applicable SOW. The specific deliverables, timelines, pricing, scope limitations, and performance expectations for any engagement are defined exclusively in the written SOW executed by both parties. In the event of a conflict between these Terms and an SOW, the SOW shall control with respect to the specific engagement.

Fees, Billing, and Payment

Fees

Client agrees to pay all fees set forth in the applicable SOW. Fees may include, without limitation: one-time project fees, monthly retainer fees, subscription fees, third-party ad spend pass-through, hosting fees, software fees, and additional fees for work outside the agreed scope.

Recurring Billing — Retainers and Subscriptions (IMPORTANT — PLEASE READ CAREFULLY)

Many of Cirqley’s Services are provided on a recurring monthly retainer or subscription basis. By executing an SOW for a recurring engagement, Client expressly authorizes Cirqley (and its payment processor, Stripe, Inc.) to automatically charge Client’s designated payment method on a recurring basis for the agreed amount, in advance, at the beginning of each billing cycle, until the engagement is cancelled in accordance with Section 4.

  • Billing cycle. Unless otherwise stated in the SOW, retainers and subscriptions are billed monthly, in advance, on the same calendar day each month (or the last day of the month for months with fewer days).
  • Automatic renewal. Retainers and subscriptions automatically renew at the end of each billing cycle at the then-current rate for the same term length, unless cancelled as described in Section 4.
  • Amount charged. The amount charged each cycle will equal the recurring fee specified in the SOW (plus any one-time fees, approved overages, or applicable taxes). Client will receive an electronic invoice or receipt for each charge.
  • Payment method. Client is responsible for maintaining a valid, current payment method on file. If a charge is declined, Cirqley may retry the charge, suspend Services, or terminate the engagement pursuant to Section 4.4.
  • How to cancel. Client may cancel at any time by following the procedure in Section 4.1. Cancellation will not affect charges already incurred for the current billing cycle.

By agreeing to a recurring engagement, Client acknowledges that charges will continue to recur automatically until Client cancels. Client waives any right to dispute charges that are consistent with the SOW and these Terms.

Third-Party Ad Spend

Where Cirqley manages paid advertising campaigns, Client is solely responsible for the cost of media and ad spend paid to third-party platforms (e.g., Google, Meta, LinkedIn, Bing). Ad spend is separate from Cirqley’s management fees and may be billed directly to Client’s account with the platform, passed through on Cirqley’s invoice, or prepaid by Client, as specified in the SOW.

Taxes

All fees are exclusive of applicable sales, use, VAT, GST, or other taxes, which Client is responsible for paying in addition to the fees.

Late Payments

Invoices not paid by the due date are considered past due. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Cirqley may suspend or terminate Services for non-payment pursuant to Section 4.4, and Client agrees to reimburse Cirqley for reasonable collection costs, including attorneys’ fees.

Price Changes

Cirqley may modify recurring fees upon thirty (30) days’ prior written notice. If Client does not agree to the new pricing, Client’s sole remedy is to cancel the engagement before the new pricing takes effect, in accordance with Section 4.

Cancellation, Termination, and Refunds

Client Cancellation of Recurring Services

Client may cancel a recurring retainer or subscription at any time by providing written notice to info@cirqley.com or by any other method expressly designated in the SOW. To be effective, cancellation notice must be received at least the number of days specified in the SOW (and, if not specified, at least thirty (30) days) prior to the end of the then-current billing cycle.

  • Cancellations received within the required notice period take effect at the end of the current billing cycle.
  • Cancellations received after the required notice period take effect at the end of the next billing cycle, and Client remains responsible for fees for that additional cycle.
  • Client remains responsible for all fees incurred through the effective date of cancellation.

Refunds and Credits

Cirqley is a professional services agency. All engagements are governed by a signed SOW or master services agreement that defines scope, deliverables, and fees. Fees paid to Cirqley—including retainer fees, subscription fees, project fees, deposits, setup fees, and third-party ad spend—are earned upon payment and are non-refundable, except as expressly provided in this Section 4.2 or in the signed SOW.
The limited exceptions are:
  • Duplicate or erroneous charges. Cirqley will promptly refund any duplicate charge or charge made in error upon verification.
  • Pre-commencement cancellation of one-time projects. If Client cancels a one-time project in writing before Cirqley has begun substantive work, Client may request a refund of prepaid fees, less a non-refundable deposit of up to 25% to cover onboarding, intake, and opportunity cost.
  • Uncured material breach by Cirqley. If Cirqley materially fails to perform under the SOW and does not cure within thirty (30) days of Client’s written notice specifying the failure in reasonable detail, Client may terminate the affected engagement and receive a pro-rata refund of prepaid fees for Services not yet rendered.
No refunds are issued for partial months of retainer or subscription Services, for unused hours or deliverables, for Services already performed, or for ad spend that has been committed or deployed to third-party platforms. Dissatisfaction with marketing results, search rankings, lead volume, conversion rates, or business outcomes is not a basis for a refund. See Section 5.3.

Disputes Resolved Under the Agreement — Not Through Chargebacks

Cirqley is a professional services provider, not a consumer subscription service. Every engagement is governed by a signed SOW or services agreement that includes defined scope, deliverables, fees, and a dispute resolution process (see Section 15). Client agrees that any dispute over fees, Services, or performance will be resolved through the dispute resolution process set forth in this Agreement and in the SOW, and not by initiating a chargeback, payment dispute, bank reversal, or ACH return with Client’s bank, credit card issuer, or payment processor.

Before disputing any charge through any channel, Client must:
  • Provide written notice to Cirqley at info@cirqley.com identifying the charge in dispute and the specific basis for the dispute; and
  • Allow Cirqley a reasonable opportunity, not less than fifteen (15) business days, to investigate and respond.
Client acknowledges that each charge reflects fees earned under an executed SOW and that Client has received, or will receive in the ordinary course, the Services corresponding to each charge.

Filing a chargeback, reversal, or payment dispute without first completing the notice process above constitutes a material breach of this Agreement. In the event of any such wrongful chargeback or reversal, Cirqley is entitled to:

  • Immediately suspend or terminate all Services and this Agreement under Section 4.4;
  • Accelerate and declare immediately due all remaining fees owed under the SOW for the full balance of the then-current term;
  • Recover from Client all chargeback fees, bank fees, processor fees, legal fees, and costs of response incurred by Cirqley;
  • Submit the executed SOW, invoices, communications, and Service delivery records as evidence in response to the chargeback; and
  • Refer the outstanding balance, plus costs, to collections or pursue recovery through the dispute resolution process in Section 15.
Client irrevocably authorizes Cirqley to share the signed SOW, invoices, correspondence, and Service delivery records with Client’s bank, card issuer, Stripe, or any other third party as reasonably necessary to respond to a chargeback or payment dispute.

Termination by Cirqley

Cirqley may suspend or terminate Services and this Agreement, in whole or in part, immediately upon written notice if:
  • Client fails to pay any undisputed amount when due and does not cure the failure within ten (10) days of notice;
  • Client materially breaches these Terms or the SOW and does not cure the breach within thirty (30) days of notice (or immediately, for breaches that cannot be cured);
  • Client engages in conduct that is unlawful, unethical, abusive, harassing, discriminatory toward Cirqley staff, or that would expose Cirqley to legal, reputational, or regulatory risk;
  • Client provides content, instructions, or materials that would violate applicable law, third-party rights, platform policies, or rules of professional conduct (including state bar advertising rules); or
  • Continued performance becomes commercially impracticable or is prohibited by law.

Effect of Termination

Upon termination for any reason: (a) Client will pay all fees accrued through the effective date of termination; (b) each party will return or destroy the other’s Confidential Information, subject to reasonable retention for legal, backup, or compliance purposes; (c) Sections 3, 4.2, 4.3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 will survive termination; and (d) Cirqley will provide Client with final deliverables for which payment has been made in full, subject to Section 6.

Services Delivery and No Guarantee of Results

Delivery Timelines

Cirqley will use commercially reasonable efforts to deliver Services within the timelines set forth in the applicable SOW. Timelines are estimates and depend on Client’s timely provision of information, content, approvals, access credentials, and feedback. Delays caused by Client, third-party platforms, or circumstances beyond Cirqley’s reasonable control will extend applicable timelines accordingly.

Client Responsibilities

Client agrees to:
  • Provide accurate, complete, and lawful information, content, and materials;
  • Provide timely feedback, approvals, and access credentials required for Cirqley to perform the Services;
  • Designate a primary point of contact with authority to approve deliverables and decisions;
  • Review deliverables promptly (not to exceed five (5) business days unless otherwise stated) and provide consolidated feedback;
  • Comply with all applicable laws and, if Client is a law firm, all applicable rules of professional conduct, state bar advertising rules, and other regulatory requirements; and
  • Maintain appropriate backups of its own systems and data.

No Guarantee of Marketing Results

Client acknowledges and agrees that digital marketing involves many variables outside Cirqley’s control, including search engine algorithms, advertising platform policies, competitive activity, seasonality, consumer behavior, and Client’s own operations. Cirqley makes no representation, warranty, or guarantee regarding:
  • Search engine rankings or positions;
  • Website traffic volume or quality;
  • Lead generation volume or quality;
  • Conversion rates, revenue, or return on investment;
  • Cost-per-click, cost-per-lead, or cost-per-acquisition;
  • Advertising performance or approval by advertising platforms;
  • Client case acquisition, signed retainers, or case value (for law firm Clients); or
  • Any other specific business outcome.
Past performance for other clients is not indicative of future results.

Third-Party Platforms and Services

Cirqley’s Services often rely on third-party platforms, tools, and services (including Google, Meta, LinkedIn, Bing, Microsoft, hosting providers, CRM platforms, analytics platforms, and call-tracking services). Cirqley is not responsible for, and Client assumes all risk relating to:
  • Outages, downtime, bugs, or performance issues of third-party platforms;
  • Changes to third-party terms, policies, pricing, APIs, algorithms, or features;
  • Account suspensions, disapprovals, or terminations imposed by third parties (including for Client’s content, industry, or past conduct);
  • Data loss resulting from third-party failures; or
  • Fees charged by third parties.
Client’s use of third-party platforms is governed by the third parties’ own terms of service, which Client is solely responsible for reviewing and complying with.

Intellectual Property

Cirqley’s Pre-Existing IP

Cirqley retains all right, title, and interest in and to (a) its own trademarks, trade names, logos, branding, and the Cirqley Website and its content; (b) any tools, software, code libraries, processes, methodologies, templates, frameworks, and know-how developed by Cirqley independent of or prior to any engagement (“Cirqley Pre-Existing IP”); and (c) any improvements or derivatives of the foregoing. No license to Cirqley Pre-Existing IP is granted except as expressly set forth in the applicable SOW or as reasonably necessary for Client’s use of the Deliverables.

Deliverables

Subject to Client’s payment of all fees due, Cirqley assigns to Client, upon full payment, all right, title, and interest in the final, accepted Deliverables specifically created for Client under the SOW, excluding any Cirqley Pre-Existing IP and any third-party materials (which are licensed on their applicable terms). Until all fees are paid in full, Client receives no ownership rights in any Deliverable and may not use, reproduce, or distribute any draft or in-progress materials.

Cirqley Pre-Existing IP License

To the extent any Cirqley Pre-Existing IP is incorporated into a Deliverable, Cirqley grants Client a worldwide, non-exclusive, non-transferable, perpetual, royalty-free license to use that Cirqley Pre-Existing IP solely as incorporated into the Deliverable and solely for Client’s internal business purposes.

Client Content

Client retains all rights in content, materials, trademarks, images, logos, and data provided by Client to Cirqley (“Client Content”). Client grants Cirqley a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, publish, and display Client Content solely as necessary to perform the Services. Client represents and warrants that Client owns or has the necessary rights to all Client Content and that use of Client Content as contemplated will not infringe any third-party rights or violate any law.

Portfolio and Marketing Rights

Unless Client objects in writing, Cirqley may identify Client as a customer and use Client’s name, logo, and non-confidential descriptions and images of the Deliverables in Cirqley’s portfolio, case studies, website, social media, proposals, and other marketing materials. Client may withdraw this permission at any time by written notice to info@cirqley.com.

Use of the Website

You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to:
  • Use the Website in violation of any applicable international, federal, state, or local law, rule, or regulation;
  • Attempt to gain unauthorized access to any portion of the Website, any related systems, or any data;
  • Interfere with, disrupt, or impair the Website’s security, availability, or functionality;
  • Upload, post, or transmit any viruses, malware, spyware, worms, or other harmful code;
  • Use any robot, spider, scraper, or other automated means to access the Website without Cirqley’s prior written consent;
  • Reproduce, duplicate, copy, sell, resell, or otherwise exploit the Website for commercial purposes without Cirqley’s prior written consent;
  • Frame, mirror, or deep-link the Website without Cirqley’s prior written consent;
  • Harvest or collect email addresses or other contact information from the Website; or
  • Submit false, misleading, defamatory, obscene, harassing, or unlawful content.
Cirqley may restrict, suspend, or terminate your access to the Website at any time, with or without notice, for any violation of these Terms.

Electronic Communications and Consent to Contact

Electronic Communications Generally

By using the Website or engaging Cirqley’s Services, you consent to receive communications from us electronically, including by email, through the Website, or by SMS/text message. You agree that all agreements, notices, disclosures, invoices, receipts, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing, in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law.

SMS / Text Message Program (Customer Care & Conversational Messaging)

Cirqley may send SMS/text messages to Clients and authorized Client contacts for the purpose of client care, account servicing, scheduling, project updates, billing notices, and related conversational communications with existing Clients (“SMS Program”).

By providing your mobile phone number to Cirqley—whether on a web form, in an SOW, during onboarding, verbally, or otherwise—and confirming that the number may be used for text messages, you expressly consent to receive SMS messages from Cirqley at that number.

  • Program name: Cirqley Client Care.
  • Message types: Account, billing, scheduling, project status, and client care messages.
  • Message frequency: Recurring; frequency varies based on your account activity.
  • Cost: Message and data rates may apply. Cirqley does not charge for the messages themselves, but your mobile carrier may.
  • Opt-out: You may opt out at any time by replying STOP to any Cirqley text message. After opting out, you will receive one confirmation message and will not receive further SMS messages from the program. You may also opt out by emailing info@cirqley.com.
  • Help: Reply HELP to any message for assistance, or contact us at info@cirqley.com or (206) 866-1719.
  • Supported carriers: Messages are supported on major U.S. wireless carriers. Carriers are not liable for delayed or undelivered messages.
  • Not a condition of purchase. Consent to receive SMS messages is not a condition of purchasing any Service from Cirqley. You may engage Cirqley’s Services without consenting to SMS.
  • Privacy. Mobile phone numbers collected for the SMS Program are handled in accordance with our Privacy Policy and are not sold, rented, or shared with third parties for their marketing purposes. We do not share mobile opt-in data or consent with third parties except as required to deliver the SMS messages themselves.
  • No mobile information sharing. No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. All other categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

TCPA and Consumer Protection

Cirqley’s SMS Program is intended to comply with the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, the CAN-SPAM Act, and applicable state consumer protection laws. If you believe you have received a message from Cirqley in error, please contact us immediately at info@cirqley.com.

Law Firm Clients — Special Provisions

The following provisions apply if Client is a law firm, attorney, or legal services provider.

Not Legal Advice; No Attorney-Client Relationship

Cirqley is not a law firm, does not provide legal advice, and does not engage in the practice of law. Nothing Cirqley provides—including the Website, Services, Deliverables, or communications—constitutes legal, tax, or accounting advice. No attorney-client relationship is formed between Cirqley and Client or between Cirqley and any of Client’s clients, prospective clients, or website visitors by virtue of the Services.

Compliance with Rules of Professional Conduct

Client is solely responsible for ensuring that all marketing, advertising, and communications produced, published, or disseminated through Cirqley’s Services—including website content, blog posts, landing pages, ad copy, social media, email, video, and client intake materials—comply with:
  • The American Bar Association Model Rules of Professional Conduct, including Rules 7.1, 7.2, 7.3, and 7.5 (or successor rules);
  • The rules of professional conduct and advertising rules of every state bar, federal court, or other jurisdiction in which Client is licensed or in which Client’s marketing will be viewed or directed;
  • Any requirements for disclaimers, disclosures, “attorney advertising” labeling, past-results disclaimers, jurisdiction statements, or specialization/certification statements;
  • Restrictions on solicitation, testimonials, endorsements, comparative statements, and contingency-fee advertising;
  • Trust account and fee advertising rules; and
  • Any advisory opinions, ethics opinions, or bar guidance applicable to Client.

Cirqley may incorporate standard disclaimers at Client’s request or based on general industry practice, but Cirqley does not warrant that any content or Deliverable complies with any specific bar rule or ethics opinion. Client is responsible for reviewing and approving all marketing content before publication and for the compliance of that content with all applicable rules of professional conduct. Client agrees to indemnify Cirqley under Section 11 for any claim arising from Client’s publication of non-compliant content.

Client Confidential Information and Conflicts

Client will not disclose to Cirqley, and Cirqley does not want to receive, any information protected by attorney-client privilege, attorney work product, or client confidentiality obligations. Client represents that the sharing of any client names, matters, testimonials, case results, or similar information with Cirqley for marketing purposes has been appropriately authorized and is permissible under applicable rules.

Results in Legal Marketing

Client acknowledges that legal marketing outcomes—including call volume, retained matters, signed fee agreements, and case value—depend heavily on factors outside Cirqley’s control (practice area, geography, competition, intake process, case selection, staffing, and Client’s own responsiveness). Section 5.3 applies with particular force to legal marketing.

Confidentiality

Each party (“Receiving Party”) agrees to keep confidential all non-public information disclosed to it by the other party (“Disclosing Party”) that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”), and to use such information only as necessary to perform or benefit from the Services. This obligation does not apply to information that (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; (d) is independently developed without use of the Confidential Information; or (e) is required to be disclosed by law, subpoena, or court order, provided the Receiving Party gives the Disclosing Party prompt written notice where legally permissible. This section survives termination for three (3) years, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

Indemnification

Client agrees to indemnify, defend, and hold harmless Cirqley, its officers, directors, employees, contractors, affiliates, agents, and licensors (the “Cirqley Parties”) from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
  • Client Content or Client’s instructions;
  • Client’s breach of these Terms, any SOW, any representation or warranty, or any applicable law;
  • Client’s publication of marketing, advertising, or other content, including any claim of false advertising, unfair competition, defamation, invasion of privacy, or violation of rules of professional conduct or bar advertising rules;
  • Client’s use of the Deliverables in a manner not authorized by these Terms or the SOW;
  • Infringement or misappropriation of third-party rights by Client Content or Client’s business operations;
  • Any products, services, or representations made by Client to its own customers or clients; or
  • Any dispute between Client and its own customers, clients, employees, or third parties.
Cirqley will promptly notify Client of any claim, allow Client to control the defense (with counsel reasonably acceptable to Cirqley), and provide reasonable cooperation at Client’s expense. Client may not settle any claim that imposes obligations on a Cirqley Party without that party’s prior written consent.

Disclaimer of Warranties

THE WEBSITE, SERVICES, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CIRQLEY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Cirqley does not warrant that (a) the Website or Services will be uninterrupted, error-free, or secure; (b) defects will be corrected; (c) the Website or any server is free of viruses or harmful components; or (d) any specific marketing, business, or financial result will be achieved. Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CIRQLEY OR THE CIRQLEY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE SERVICES, OR THE DELIVERABLES, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND EVEN IF CIRQLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CIRQLEY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE SERVICES, AND THE DELIVERABLES WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CIRQLEY DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations of liability; in those jurisdictions, Cirqley’s liability is limited to the maximum extent permitted by law.

Force Majeure

Neither party will be liable for any delay or failure to perform (other than a payment obligation) resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, government action, labor disputes, internet or utility failures, cyberattacks, or the failure of third-party platforms or services.

Dispute Resolution; Governing Law; Venue

Informal Resolution

The parties will first attempt to resolve any dispute informally by good-faith negotiation. Either party may initiate this process by sending a written notice describing the dispute to the other party. The parties will negotiate for at least thirty (30) days before initiating formal proceedings.

Governing Law

These Terms and any dispute arising from or relating to them or the Services are governed by the laws of the State of Washington, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Venue

Subject to Section 15.1, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, and waive any objection to jurisdiction, venue, or inconvenient forum in those courts.

Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Waiver of Jury Trial; Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY AND AGREES THAT ANY DISPUTE WILL BE BROUGHT ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

General Provisions

  • Entire Agreement. These Terms, together with any executed SOW and the Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral.
  • Order of Precedence. In the event of a conflict, the order of precedence is: (1) the SOW (as to the specific engagement), (2) these Terms, (3) the Privacy Policy.
  • Amendments. Cirqley may update these Terms from time to time by posting a revised version on the Website with a new “Last Updated” date. Material changes will be identified where practicable. Continued use of the Website or Services after the effective date constitutes acceptance of the revised Terms. SOW amendments require a written instrument signed by both parties.
  • Assignment. Client may not assign or transfer these Terms or any SOW, by operation of law or otherwise, without Cirqley’s prior written consent. Cirqley may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
  • Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship.
  • No Third-Party Beneficiaries. These Terms do not create any rights for any person or entity who is not a party.
  • Notices. Notices to Cirqley must be sent to info@cirqley.com and to 221 1st Ave W, Ste 212, Seattle, WA 98119, USA. Notices to Client may be sent to the email address on file.
  • Severability. If any provision is held invalid or unenforceable, the remaining provisions will continue in full force, and the invalid provision will be reformed to the minimum extent necessary to make it valid and enforceable.
  • Waiver. A waiver of any breach is not a waiver of any subsequent breach. Waivers must be in writing and signed by the waiving party.
  • Headings. Headings are for convenience only and do not affect interpretation.
  • Electronic Signatures. The parties consent to the use of electronic signatures. An electronic signature on an SOW or these Terms is legally binding and equivalent to a handwritten signature.
  • Export Controls. Client will not use or export the Services or Deliverables in violation of U.S. export control laws.
  • U.S. Government Rights. Any Services or Deliverables provided to the U.S. government are “commercial items” as defined in FAR 2.101, licensed with only those rights set forth in these Terms.

Contact

Questions about these Terms should be directed to:
Cirqley