Terms of Use

These Terms of Use are effective as of August 26, 2024.

These terms of use apply when you are using our applications, unless otherwise governed by a service level agreement entered between you and CircleUp Technologies Pty Ltd, which service level agreement shall supersede these terms of use in the event of any conflict.

1. (A) Acceptance of the Terms of Use

   These terms of use are entered into by and between You and CircleUp Technologies Pty Ltd (“Company”, “we”, or “us”). The following terms and conditions (“Terms of Use”) govern your access to and use of any part of the website with the domain name at gocircl.app, including any content, functionality, and services offered on or through gocircl.app (a “Website”), whether as a guest or a registered user.

   Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when/if this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

   Using GoCircl: Using GoCircl: The Website is an application that empowers people to review and complete auditor circle-ups (or similar tasks). When you use the Website, you’ll have access to a variety of content provided by us. You will have the option to upload your own content (“User Content”), such as PDF versions of offering documents or prospectuses, which you have full control and responsibility over.

   This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company. If you do not meet all of these requirements, you must not access or use the Website.

2. (B) Changes to the Terms of Use

   We may revise and update these Terms of Use from time to time in our sole discretion. Any new features or tools which are added to the current Website shall also be subject to the Terms of Use. All changes are effective immediately when we post them. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website.

   Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. It is your responsibility to check this page from time to time so you are aware of any changes, as they are binding on you. If you object to any such modification, your sole recourse shall be to cease using this Website.

3. (C) Accessing the Website and Account Security

   We reserve the right to withdraw or amend this Website, and any service, function or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may suspend or restrict access to some parts of the Website, or the entire Website, to users, including registered users.

   You are responsible for both:

   1. Making all arrangements necessary for you to have access to the Website.
   2. Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

   To access certain features of the Website, including some of the resources it offers, you may be asked to register for an account and provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

   If you choose, or are provided with (whether by us or your administrator), a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this

   Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

   We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

   Your use of the Website and your User Content, must comply with our Acceptable Use Terms. If you fail to comply with any provision of our Acceptable Use Terms⁠, we may delete the violating User Content or suspend or terminate your account with immediate effect.

   We do not guarantee that all use will be secure. We also do not guarantee that the Website or any content provided on the Website is error free.

4. (D) Intellectual Property Rights

   The Website and its entire contents, designs, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by Australian, United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

   You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

   1. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
   2. You may store files that are automatically cached by your Web browser for display enhancement purposes.
   3. You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
   4. If in the event we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

   You must not:

   1. Modify copies of any materials from this site.
   2. Reverse engineer, decompile, disassemble or otherwise derive the source code (or the underlying methods, algorithms, structure or organization), or aid or assist in such activities, of all or any part of the Website.
   3. Copy or create any derivative from, any material, information, software, products or services obtained from the Website.
   4. Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
   5. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

   If you wish to make any use of material on the Website other than that set out in this section, please contact us.

   If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

5. (E) Trademarks

   The Company name, the terms “GoCircl”, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

6. (F) Prohibited Uses

   You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

   1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from Australia, the US or other countries).
   2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
   3. To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
   4. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
   5. To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
   6. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

   Additionally, you agree not to:

   1. Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
   2. Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
   3. Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
   4. Use the Website in any manner for, or in connection with, any purposes competitive to us, our business, or our products or services.
   5. Use any device, software, or routine that interferes with the proper working of the Website.
   6. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
   7. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
   8. Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
   9. Otherwise attempt to interfere with the proper working of the Website.

7. (G) Content and Content Standards

   You represent and warrant that you own all rights, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms of Use. As between you and the Company, you own all right, title and interest in and to your User Content. You grant us a royalty-free license to display, host, copy, store and use your User Content solely to the extent necessary to provide the Service to you.

   When you upload content to the Website, you’re guaranteeing that you have the rights to it. We never obtain any ownership over your content, but we do need you to give us certain rights to store it and have it ready for you to use in your work.

   These Content Standards apply to any and all User Content. User Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:

   1. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
   2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
   3. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
   4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
   5. Be likely to deceive any person, is fraudulent or promotes fraudulent activity.
   6. Promote any illegal activity, or advocate, promote, or assist any unlawful act.
   7. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
   8. Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
   9. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
   10. Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case, the forgoing ten items being known as our Acceptable User Terms.

8. (H) Reliance on Information Posted

   The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

   This Website includes content provided by third parties, and may include materials provided by other users and third-party licensors and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company.

   We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

9. (I) Changes to the Website

   We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

10. (J) Information About You and Your Visits to the Website

    All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

11. (K) Additional Terms and Conditions

    Additional terms and conditions may also apply to all or specific portions, services, or features of the Website (for example, by way of a Service Level Agreement between You and the Company). Where agreed by You and the Company in writing under a service level agreement, all such additional terms and conditions are hereby incorporated by this reference into these Terms of Use, and prevail over these Terms of Use to the extent of any inconsistencies.

12. (L) Linking to the Website and Social Media Features

    You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

    You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

    We may disable all or any social media features and any links at any time without notice in our discretion.

13. (M) Links from the Website

    f the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

14. (N) Disclaimer of Warranties

    You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. To the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the website or any services or items obtained through the website or to your downloading of any material posted on it, or on any website linked to it.

    Your use of the website, its content, and any services or items obtained through the website is at your own risk. The website, its content, and any services or items obtained through the website are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Neither the company nor any person associated with the company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the website. Without limiting the foregoing, neither the Company nor anyone associated with the Company represents or warrants that the Website, its content, or any services or items obtained through the Website will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components, or that the Website or any services or items obtained through the Website will otherwise meet your needs or expectations.

    To the fullest extent provided by law, the Company hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.

    The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

15. (O) Limitation on Liability

    To the fullest extent provided by law, in no event will the Company, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Website, any websites linked to it, any content on the Website or such other websites, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

    The Company is not responsible for, and assumes no liability for, the contents of User Content.

    The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

16. (P) Indemnification

    You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your violation of these Terms of Use, (ii) your use of the Website, including, but not limited to, your User Content, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, (iii) your use of any information obtained from the Website, or (iv) your violation of any third party’s rights.

17. (Q) Governing Law and Jurisdiction

    All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Queensland, Australia, without regard to such state’s principles regarding conflicts of law. The parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

18. (R) Arbitration

    At Company’s sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the applicable rules of arbitration under, and applying Queensland law.

19. (S) Waiver and Severability

    No provision of these Terms of Use will be waived by any act, omission or knowledge of a party or its agents or employees unless specifically in a writing signed by the waiving party.

20. (T) Entire Agreement

    Subject to any Service Level Agreement, the Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and the Company regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

21. (U) Notices

    All required notices to you will be sent to the email address associated with your account or through other legally permissible means.