Effective date: Oct 1 2023
Welcome to Circle Labs. Please read on to learn the rules and restrictions that govern your use of our website(s) (the "Site") and services. If you have any questions, comments, or concerns regarding these terms or the Circle Labs Services, please contact us at:
Email: support@circlelabs.bio
Address: 177 Huntington Ave Ste 1703 PMB 90684, Boston, MA, 02115-3153, US400 Technology Square, Suite 602, Cambridge, Massachusetts 02139
These Terms and Conditions (these "Terms") are a binding contract between you and Circle Labs Bio, Inc. ("Circle Labs," "we," and "us"), and these Terms govern your use of the Site and any other Circle Labs services. Your use of the Site or other Circle Labs services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Site. These Terms include the provisions in this document as well as those in the Privacy Policy.
Circle Labs provides services to accelerate researchers' workflows, including next-day plasmid sequencing and analysis services (the "Sequencing Services"). We provide rapid turnaround and access to a comprehensive analysis platform. Your use of the Sequencing Services will be governed by these Terms, including, without limitation, the provisions of the Sequencing Services Terms section below, as well as the terms of any applicable Sequencing Services order form (an "Order Form"). All Order Forms are hereby incorporated by reference into these Terms, and you agree to comply with all of the provisions herein and therein.
Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms , limitations of liability , a class action waiver and resolution of disputes by arbitration instead of in court . PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Circle Labs is a synthetic biology start-up aimed at powering the biotechnology landscape. Our mission is to reshape the synthetic biology industry by providing innovative solutions to remove common frustrations of researchers, allowing them to focus on what's important: doing great science. We are founded by leading CRISPR, gene editing, and molecular biology pioneers from pioneering academic and research institutions, and leading biotechnology companies and is backed by world-class investors.
Circle Labs aims to provide services to accelerate researcher's workflows, including next-day plasmid sequencing and analysis services. We provide rapid turnaround and access to a comprehensive analysis platform. To use our Sequencing Services, you may be required to sign up for an account, select a password and user name (a "User ID"), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID any name or portion thereof that you do not have the right to use, or any other person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a "Third-Party Account"), such as those offered by Google. By accessing or using the Site through a Third-Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third-Party Account.
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you've received your parent's or guardian's permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).
You will use the Site only for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable law, you are not authorized to use the Site. We can't and won't be responsible for your using the Site in a way that breaks the law.
You will not share your User ID, account, or password with anyone, and you must protect the security of your User ID, account, password, and any other access tools or credentials. You're responsible for any activity associated with your Circle Labs User ID and account.
As part of the Site or Sequencing Services, you may receive communications through or outside of the Site, including messages that Circle Labs sends you (for example, via email or SMS). When signing up for the Site, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Site and providing us with your wireless number, you confirm that you want Circle Labs to send you information regarding your account or transactions with us, which may include Circle Labs using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Circle Labs, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Circle Labs. You agree to indemnify and hold Circle Labs harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to your breach of the foregoing. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility.
You represent, warrant, and agree that you will not provide or contribute anything, including any Content or User Data (as those terms are defined below), to the Site, or otherwise use or interact with the Sequencing Services, in a manner that:
A violation of any of the foregoing is grounds for termination of your right to use or access the Site or Sequencing Services.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Data (as defined below) and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including Circle Labs') rights.
Subject to these Terms, we grant each user of the Site a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Site. Use, reproduction, modification, distribution, or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Circle Labs owns the Site and Sequencing Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this section), create derivative works based on, or otherwise exploit any of the Site or Sequencing Services. The Site may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
You're free to do that at any time by contacting us at support@circlelabs.bio; please refer to our Privacy Policy[LINK], as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.
Circle Labs is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Circle Labs has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at support@circlelabs.bio – we will try to help, but unfortunately, we can't promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
From time to time Circle Labs may offer rewards or incentives for referring others to the Site or Sequencing Services. For details of any current referral offers, please see our referral page[LINK]. The referring user ("Referrer") may refer individuals or entities who are neither current customers of Circle Labs nor registered users of the Site or Sequencing Services ("Referee"). A registered user is a person or entity that already has an existing account with Circle Labs. There is no limit to the number of referrals that Referrer can make, nor the cumulative rewards or incentives that the Referrer may receive through such special offer, unless otherwise indicated. Referrer will receive the stated reward or incentive for each Referee sent by the Referrer that completes the required action described in that specific offer (such as signing up for an account or making a purchase). All Referees must be first-time recipients of the offer, and multiple referrals to the same individual or entity will be disregarded. Circle Labs reserves the right to modify or terminate any special offers at any time and to revoke from Referrer and Referee the special offer at Circle Labs's discretion for any reason or for no reason whatsoever. If Circle Labs determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, Circle Labs reserves the right to (a) revoke any rewards or incentives issued to either Referrer or Referee and/or (b) charge the Referrer or Referee for any rewards or incentives (1) used by Referrer or Referee prior to such revocation or (2) issued by Circle Labs to any ineligible Referrer or Referee. All special offers are subject to any other terms, conditions and restrictions set forth on the Services or presented in connection with the special offer.
Circle Labs takes the privacy of its users very seriously. For the current Circle Labs Privacy Policy, please click here.
The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at support@circlelabs.bio. By using the Site or Sequencing Services in any way, you represent and warrant that you are not a child under 16 years of age.
Anything you post, upload, share, store, or otherwise provide through the Site is your "User Data." You are solely responsible for all User Data you contribute to the Site. You represent that all User Data are accurate, complete, up to date, and in compliance with all applicable laws, rules and regulations.
You represent, warrant, and covenant that you will not post, upload, share, store, or otherwise provide through the Site any User Data that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get-rich-quick schemes, online gaming and gambling, cash gifting, work-from-home businesses, or any other dubious money-making ventures; or (viii) that violate any applicable law.
In order to display your User Data on the Services, you grant us certain rights in your User Data in order to provide the Site and Sequencing Services (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy[LINK] to the extent they relate to User Data that are also your personally identifiable information.
By submitting User Data through the Services, you hereby grant and agree to grant Circle Labs a worldwide, non-exclusive, perpetual, royalty-free, fully paid-up, sublicensable (through multiple tiers) and transferable right and license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exercise or exploit the User Data in connection with the Site, the Sequencing Services, and our (and our successors' and assigns') businesses, including without limitation for providing the Site and Sequencing Services (and derivative works thereof), and for promoting and redistributing the same in any media formats and through any media channels (including, without limitation, third-party websites and feeds), and including after your termination of your account or the Sequencing Services. For clarity, the foregoing license grant does not affect your other ownership or license rights in your User Data, including the right to grant additional licenses to your User Data, unless otherwise agreed in writing. You represent and warrant that you have all rights, permissions, consents, and authorizations to grant such licenses to us, and for us to exercise our rights under such licenses, without infringing or violating the rights of any person or entity, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Certain features of the Services allow you to share information with others, including through your social networks or other Third-Party Accounts. When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a "share" button on or near the Content. If you share information from the Services with others through your Third-Party Accounts, such as your social networks, you authorize Circle Labs to share that information with the applicable Third-Party Account provider. Please review the policies of any Third-Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request.
Finally, you understand and agree that Circle Labs, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Data to conform and adapt those User Data to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include all rights to do so.
In connection with the Site or Sequencing Services, you may provide us (in an email or otherwise) with feedback, suggestions, improvements, enhancements, or feature requests relating to the Services ("Feedback"). Additionally, we may collect certain analytics or usage information based on your use of the Site or Sequencing Services ("Usage Data"). You hereby grant and agree to grant us the right and license to display, perform, and distribute, the Feedback and Usage Data, as well as all other rights necessary to use and exercise all rights in that Feedback and Usage Data in connection with the Site or Sequencing Services. You agree that the foregoing licenses are royalty-free, perpetual, sublicensable (through multiple tiers), transferable, irrevocable, and worldwide.
Any information or Content publicly posted or privately transmitted through the Site is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren't liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Site.
You are responsible for all Content you contribute, in any manner, to the Site, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Site may contain links or connections to third-party websites or services that are not owned or controlled by Circle Labs. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Circle Labs is not responsible for such risks.
Circle Labs has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Site. In addition, Circle Labs will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
If there is a dispute between users of the Site and any third party, you agree that Circle Labs is under no obligation to become involved. You hereby release Circle Labs, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such dispute. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
If you use the Sequencing Services, this Sequencing Services Terms section (this "Section") shall exclusively govern the ordering, purchase, and provision of the Sequencing Services and shall override any conflicting, amending, or additional terms contained in any purchase orders, invoices, or similar documents, which are hereby rejected and shall be null, void, and without effect. Our failure to object to any such terms shall not constitute a waiver or constitute our acceptance of such terms and conditions. In the event of any inconsistency between the terms of this Section and any other provision of these Terms as applied to the Sequencing Services, such inconsistency shall be resolved in favor of this Section.
You must provide all relevant information and materials in a timely manner to ensure timely and satisfactory performance of the Sequencing Services. You agree to provide the samples specified in the applicable Order Form (the "Samples"), and all other information and materials as specified therein, in accordance with the guidelines set forth therein. Customer acknowledges that any failure to provide the Samples, information, and any other materials in accordance with the Order Form may result in delays in the project. You will promptly provide us the number of Samples as set forth in the Order Form in accordance with the requirements for such Samples set forth therein (the "Sample Requirements"). You acknowledge and agree that each Sample shall meet the Sample quality criteria we provide in writing that applies to the applicable Sequencing Service. Circle Labs reserves the right to change the Sample quality criteria in its sole, but reasonable discretion, and we will provide you with written notification of any such changes. See the applicable Order Form for additional information concerning Sample quality requirements.
Except as otherwise set forth in an Order Form, the results of the Sequencing Services (the "Results") shall be transmitted to you via your account on the Site (such transmission, "Delivery"). In the event that Results are to be delivered in one or more hard drive(s) or other physical material, Delivery shall be deemed to have been effected upon shipment FOB origin of such hard drive(s) or material containing all or a portion of the Results.
Note that Circle Labs does not typically retain a copy of the Results beyond Delivery and therefore does not guarantee that Results can be recovered after Delivery. In the event of loss of the Results after Delivery, Circle Labs will attempt to retrieve the Results for you, but we cannot guarantee success of such recovery efforts.
Prices for the Sequencing Services shall be as specified in the Order Form and are valid solely during the period set forth therein. Unless otherwise specified in the Order Form, prices specified therein are for the number of Samples and specific Sequencing Services stated therein. Any changes to the number of Samples or the Sequencing Services will affect pricing and will therefore require written agreement of the parties. We will send you invoices upon delivery of Results or portions thereof. You agree to pay all invoiced amounts in full within thirty (30) days from the date of invoice. Any amounts not paid when due will accrue interest at the rate of one-and-one-half percent (1.5%) per month, or the maximum amount allowed by law, whichever is lower. In the event that any payment is not made within the time period specified in these Terms, Circle Labs may suspend providing the Sequencing Services and delivering the Results until all payments are made current. You will pay for all costs (including reasonable attorneys' fees) we incur in connection with the collection of late payments.
All amounts payable hereunder are exclusive of and are payable without deduction for all sales, use, excise, value added, withholding and other taxes, and all customs duties and tariffs claimed or imposed by any governmental authority upon the performance of the Sequencing Services or delivery of the Results. Any such charges will be added to the price or subsequently invoiced to you where permitted by law. In those countries where we are not permitted to add such charges to the invoice or collect those charges on behalf of a customer, you will be responsible for remitting payment of such amounts to the appropriate body.
We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your account on the Site (your "Billing Account") for use of the Sequencing Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe's Terms of Service at and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Sequencing Services, you agree to pay us, through the Payment Processor, all charges in the amounts set forth in the applicable Order Form, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS[LINK]. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
You represent and warrant that you (i) own, or otherwise control, the Samples and (ii) have all rights, authorizations, permissions, and consents to provide the Samples to Circle Labs, and to enable Circle Labs to use or otherwise exploit the Samples, for providing the Sequencing Services. Circle Labs will use the Samples solely for the purpose of performing the Sequencing Services, and upon your request, Circle Labs will promptly return any unused Samples, or portions thereof, following Delivery of the Results. As between you and Circle Labs, you shall at all times retain all rights, title, and interests in and to the Samples provided hereunder.
You shall own the Results, and Circle Labs claims no ownership interest in or to the Results.
You hereby acknowledge and agree that the Sequencing Services are provided for research use only and are not being performed in a clinical laboratory (e.g., the Sequencing Services are not performed in a CLIA-certified laboratory). The Sequencing Services are not a test or kit designed to diagnose, treat, or prevent any disease or medical condition, and the Results are not, and not intended to be, medical advice. The Sequencing Services have not been cleared for diagnostic use or any other purpose by any country's medical regulatory agency, including the United States Food and Drug Administration.
Each party to these Terms (as "Recipient") shall maintain in confidence all business, technical, legal, or financial information disclosed by or on behalf of the other party ("Discloser") in connection with the Sequencing Services that is marked or otherwise identified as confidential or proprietary, or that by its nature would be understood by a reasonable person to be confidential or proprietary and all copies, abstracts, summaries, analyses and other derivatives thereof (collectively, "Proprietary Information"). You agree that the financial terms applicable to the Sequencing Services are Circle Labs's Proprietary Information. Notwithstanding the foregoing, Proprietary Information shall not include any information that (i) was rightfully known to Recipient without restriction before receipt from Discloser, (ii) is rightfully disclosed to Recipient without restriction by a third party, (iii) is or becomes generally known to the public without violation of this Agreement by Recipient, or (iv) is independently developed by Recipient or its employees without use of, reference to, or reliance on such information. Discloser represents and warrants to Recipient that it is authorized to disclose any and all Proprietary Information made available to Recipient under this Agreement.
As to the other party's Proprietary Information, Recipient agrees (a) to use the Proprietary Information only in connection with the performance of its obligations or the exercise of its rights under these Terns; (b) to maintain the Proprietary Information as confidential, and exercise all reasonable precautions to prevent unauthorized access, use or disclosure; (c) not to disclose the Proprietary Information to any third party other than Recipient's employees, consultants, advisors, attorneys, (sub)contractors, and agents who have a need to know for the permitted purpose under these Terms and who are apprised of the confidential nature of the Proprietary Information and all of the restrictions in these Terms; and (d) not to decompile, disassemble or otherwise reverse engineer any Proprietary Information, or use any similar means to discover its underlying composition, structure, source code or trade secrets. Recipient will be responsible for all acts and omissions of its employees, consultants, advisors, attorneys, (sub)contractors, and agents with respect to Confidential Information as if performed or not performed by Recipient.
Upon Discloser's request at any time, Recipient will promptly return all Proprietary Information and all information, records and materials developed therefrom.
Notwithstanding any termination of any Order Form, the non-use and nondisclosure obligations of this Confidentiality section with respect to Proprietary Information disclosed pursuant to such Order Form shall survive until the date that is three (3) years after the effective date of the applicable Order Form.
Circle Labs deems of utmost importance the privacy and anonymity of any individual that is the subject of any sample it sequences. Therefore, you represent, warrant, and covenant that you (i) shall not disclose, or provide to Circle Labs in any format, any information that might identify the source of a Sample, (ii) shall comply with all legal, regulatory, and contractual obligations with respect to the privacy of the individual that is the subject of such Sample, and (iii) shall inform Circle Labs in a timely manner of any requirements applicable to Circle Labs's provision of these Sequencing Services, including without limitation the requirements of any applicable privacy law or regulation.
We are constantly trying to improve our Site and Sequencing Services, so these Terms may need to change along them, and we reserve the right to change the Terms at any time. If we do, we will place a notice on our site located at circlelabs.bio, send you an email, or notify you by some other means.
If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Site or Sequencing Services. If you use the Site or Sequencing Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Circle Labs warrants that all Results Delivered by Circle Labs hereunder shall conform in all material respects to the specifications set forth in the applicable Order Form. Except for the foregoing warranty, Circle Labs and its licensors, suppliers, partners, parent, subsidiaries, or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Circle Labs and all such parties together, the "Circle Labs Parties") make no representations or warranties concerning the Site or Sequencing Services, including without limitation regarding any Content contained in or accessed through the Site, and the Circle Labs Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Site or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Site. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RESULTS, SEQUENCING SERVICES, SITE, AND CONTENT ARE PROVIDED BY CIRCLE LABS (AND ITS LICENSORS AND SUPPLIERS, AS APPLICABLE) ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND CIRCLE LABS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, UTILITY, NON-INFRINGEMENT, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. Some states do not allow limitations on how long an implied warranty lasts, so the above limitationsmay not apply to you.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE CIRCLE LABS PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION; (B) PROCUREMENT OF ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID OR PAYABLE BY YOU TO CIRCLE LABS IN CONNECTION WITH THE SEQUENCING SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM; OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. Some states do not allow the exclusion or limitation of incidental or consequential or certain other damages, so the above limitation and exclusions may not apply to you.
Circle Labs agrees to (i) defend you (and your directors, officers, employees, agents, successors, and permitted assigns (your "Representatives"), as applicable) from and against any claim, complaint, suit, proceeding, or cause of action brought by an unaffiliated third party pertaining to infringement of such third party's valid and enforceable intellectual property rights that results from the methods, materials, or processes specified by Circle Labs and used by Circle Labs in performance of the Sequencing Services; and (ii) and indemnify you and your Representatives from any settlement entered into with, and any final judgment and cost (including reasonable attorneys' fees) awarded to, such unaffiliated third party. The foregoing obligations shall not apply to the extent any otherwise indemnifiable claim arises from any breach of these Terms, gross negligence, or willful misconduct by you or any of your Representatives.
You agree to defend the Circle Labs Parties from and against any and all claims, complaints, suits, proceedings, or causes of action brought by an unaffiliated third party pertaining to or arising out of (i) infringement of such third party's valid and enforceable intellectual property rights that results from (a) the Samples or (b) your specification or selection of any methods, materials, or processes to be used in the performance of the Sequencing Services, other than those methods, materials, or processes that are specified and used by Circle Labs in performing the Sequencing Services; (ii) any acts or omissions you or your Representative takes or does not take based on your or its analysis, interpretation, or use of the Results and any other information provided by Circle Labs under these Terms; (iii) your use of the Site (including any actions taken by a third party using your account); or (iv) your violation of these Terms, gross negligence, or willful misconduct (any such claim, a "Claim"). You agree to indemnify the Circle Labs Parties for settlement amounts and damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees) awarded and arising out of any Claim. Notwithstanding anything to the contrary, Circle Labs may, in its sole discretion and at its own expense, participate in the defense of any Claim.
Indemnification Procedures
The indemnifying party's obligations under this Indemnification section are conditioned upon (i) the party seeking indemnification's providing prompt written notice thereof (provided that the indemnifying party shall not be relieved of any obligation hereunder by any failure to provide such notice except to the extent such failure materially prejudices its ability to defend such claim) and reasonable cooperation, information and assistance in connection therewith and (ii) the indemnifying party having sole control and authority to defend, settle, or compromise such claim. The indemnifying party shall not be responsible for any settlement it does not approve in advance in writing.
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the Commonwealth of Massachusetts, without regard to the conflicts-of-law provisions thereof.
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Circle Labs and limits the manner in which you can seek relief from Circle Labs. Both you and Circle Labs acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Circle Labs' officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Boston, Massachusetts. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Circle Labs will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Circle Labs will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Small Claims Court; Infringement. Either you or Circle Labs may assert claims, if they qualify, in small claims court in Boston, Massachusetts or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND CIRCLE LABS WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Circle Labs are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Circle Labs over whether to vacate or enforce an arbitration award, YOU AND CIRCLE LABS WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Circle Labs is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following addresses: 177 Huntington Ave Ste 1703 PMB 90684, Boston, MA, 02115-3153, US400 Technology Square, Suite 602, Cambridge, Massachusetts 02139 and [email] postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Circle Labs to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Circle Labs agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Boston, Massachusetts, or the federal district in which that county falls.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Circle Labs.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Circle Labs' prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
No Waiver. The failure of either you or Circle Labs to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
Severability. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.
Entire Agreement. You and Circle Labs agree that these Terms, and any Order Form, are the complete and exclusive statement of the mutual understanding between you and Circle Labs, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.
Relationship of the Parties. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Circle Labs, and you do not have any authority of any kind to bind Circle Labs in any respect whatsoever. Except as expressly set forth in the sections above regarding indemnification obligations and the arbitration of disputes, you and Circle Labs agree there are no third-party beneficiaries intended under these Terms.