- Acceptance of Terms. Welcome to Reusables! Reusables is operated by Circular Solutions Inc. in Canada and Circular Solutions US LLC in the U.S. (“Circular Solutions”, “we”, “us”, “our”). These Terms of Service (the “Terms”) constitute a binding contract between you (“you” or “your”) and and Circular Solutions. so please read them carefully. These Terms govern your access and use of our website located at https://reusables.com/ (the “Site”), any mobile application we may provide from time to time related to Reusables (the “App”), and all other products, services, and content we may provide or make available related to Reusables (collectively the “Reusables Services”). By using the Reusables Services, by tapping a payment card, clicking a button or checking a box that confirms your acceptance of these Terms, or by otherwise indicating your acceptance of these Terms, you agree to be bound by these Terms. If you do not agree with or accept any of these Terms, you must cease using the Reusables Services immediately.
- If you are using or accessing the Reusables Service on behalf of an organization, then you affirm: (a) that you are an authorized representative or agent of that organization with the authority to bind such entity to these Terms; and (b) that such organization accepts and is bound by these Terms. In such a circumstance, the words “you” and “your” as used in these Terms will refer to and apply to both that organization and you personally.
- If you are a store and are interested in participating in our Container Sharing Service (defined below), you must agree to additional terms and conditions in the form approved by Circular Solutions, before making the Containers (defined below) available to your customers.
- We seek to make the Reusables Services as accessible as possible. If you have any problems accessing the Reusables Services or the content contained on it, please contact us at email@example.com
- Notice of Binding Arbitration; Waiver of Class Action. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 15 WHICH PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THESE TERMS OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH THE CIRCULAR SOLUTIONS PARTIES, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY. ADDITIONALLY, IN SECTION 15 OF THESE TERMS, YOU ALSO WAIVE YOUR RIGHT TO A JURY TRIAL AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST THE CIRCULAR SOLUTIONS PARTIES. PLEASE CAREFULLY READ SECTION 15.
- Other Important Terms Affecting Your Rights. Sections 10 (Disclaimers; Assumptions of Risk) and 11 (Limitation of Liability) contain important terms affecting your rights and legal remedies against the Circular Solutions Parties. We encourage you to review these sections carefully.
- Modification to Services. The Reusables Services, including its functionalities, features, pricing, information, and materials, may be changed, withdrawn, or terminated by Circular Solutions at any time in Circular Solutions’ sole discretion without notice. Circular Solutions will not be liable if for any reason all or any part of the Reusables Services is restricted to users or unavailable at any time or for any period.
- Modification of Terms. We may amend these Terms and any document referred to herein at any time by posting the amended version on this Site or by providing you notice at the email address or phone number associated with your account with Circular Solutions (“Account”). Such amendment will become effective and apply to you seven days after such notice unless prior to such amendment taking effect: (a) if you do not have an Account, you permanently cease using Reusables Services; or (b) if you have an Account, you delete your Account in accordance with Section 7 (Account Deletion) and permanently cease using the Reusables Services. Your continued use of the Reusables Services after such seven-day notice period confirms your consent to and acceptance of such amendment, even if you deleted your Account. The most current version of these Terms will govern your use and access of the Reusables Services, including any content made available on or through the Reusables Services. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- For the purposes of these Terms: (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to these Terms as a whole; (d) the Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, these Terms to the same extent as if they were set forth verbatim herein; (e) Section and Schedule headings do not affect the interpretation of these Terms; (f) words in the singular include the plural and those in the plural include the singular; and (g) a reference to writing or written includes email except where a contrary intention is indicated.
The following definitions apply in these Terms:
- “Affiliate” means a company directly or indirectly controlled, controlling, controlled by, or under common control with Circular Solutions. “control” for the purpose of this definition shall mean, with respect to any company, the right to exercise or cause to be exercised at least fifty per cent (50%) of the voting rights in such company.
- “Circular Solutions Parties” means Circular Solutions, its Affiliates, and its and their respective directors, officers, employees, agents, subsidiaries, successors, and assigns.
- “Takeout” means food or beverage that is sold by a restaurant, café, food purveyor, or store to be consumed at a different location. For the avoidance of doubt, takeout includes both pickup and delivery takeout.
ACCOUNT REGISTRATION AND SECURITY
- To access, use, and receive certain parts of the Reusables Services, you may be required to first complete the registration process to create an Account, which may involve: (a) registering a unique user name and password (collectively, "Credentials"); (b) providing contact information, such as your name, phone number, email address, and delivery address; (c) providing payment and billing information; and (d) and providing us with any other information we request on the Account registration form. Only one Account is permitted per person; except that if you are a Store owner or an authorized representative of a Store, you may submit an application for an additional Account for each of your Stores through our separate Store registration process. We may reject any application for any reason. For more details about registering an Account for a Store, please contact firstname.lastname@example.org
- Account Data. You shall provide true, accurate, current and complete information about yourself to Circular Solutions and otherwise through the Reusables Services, including with respect to the creation and maintenance of your Account (such information being "Your Information"). You shall also maintain and promptly update Your Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, out-of-date, or incomplete, or if Circular Solutions suspects that such information is untrue, inaccurate, not current or complete, Circular Solutions may suspend or terminate your Account and refuse any and all current or future use of the Reusables Service (or any portion thereof) by you.
- Phone Number. By providing us with a phone number, you consent to receive calls and text-messages (SMS or MMS) from us and our Service Providers (defined below) regarding the Reusables Services. Standard rates apply. Subject to reasonable processing times, you may opt-out of these communications.
- No Account Sharing. Your Account and Credentials are specific to you and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. You will not permit any other person to use your Account or Credentials, and you will immediately notify Circular Solutions if you know or suspect that your Account or Credentials have been used by any other person. You shall not use or access an Account which is not your own. You must exercise 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. You also agree to ensure that you logout from your Account at the end of each session.
- Responsibility for Access. You are solely responsible for all costs, expenses, and liabilities related to your access, use, and receipt of the Reusables Services. For example, you are responsible for: (a) your internet, wireless, and data costs incurred in connection with your use or access of the Reusables Services; (b) obtaining and maintaining any device or other hardware or software you use to access and use Reusables Services; and (c) food cooking, storage, preservation, refrigeration, and disposal costs. Availability of our Site is subject to your continued access to sufficient internet or data services.
- Suspension or Deletion of Account. We may at any time disable or delete your Account, any user name, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms.
- Account Deletion. You may delete your Account by emailing us at email@example.com with your deletion request and following the instructions we provide you. However, your Account deletion request will not be completed until all of your outstanding fees have been paid and all of your Containers returned to Circular Solutions in accordance with these Terms.
- Further Matters Concerning Your Account. Circular Solutions may act upon any communication that is given through your Account or by using your Credentials. Circular Solutions is not required to verify the actual identity or authority of a person using your Account or Credentials, but Circular Solutions may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if Circular Solutions is not satisfied with the verification. If Circular Solutions, in its discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then Circular Solutions may immediately cancel the Account or Credentials without any notice to you. We may require you to change your Credentials from time to time.
PROVISION OF THE REUSABLES SERVICES
The Reusables Service.
- Container Sharing Service. The Reusables Services include a container sharing service (the “Container Sharing Service”) that allows Account holders who have a subscription to the Container Sharing Service, or non-Account holders who have agreed to these Terms of Service as outlined in Section 1.1 to borrow reusable cups and containers for food and beverages (collectively, the “Containers”) when ordering takeout from certain participating restaurants, food purveyors, and stores (collectively, “Stores”), subject to availability of Containers at the Store fulfilling the takeout order. You can find out which Stores are participating in the Container Sharing Service by visiting our Site, scanning the QR code on any Container or through our App. For clarity, orders for takeout are not made through the Reusables Service but are instead either made directly to the Store or through a third-party food ordering service. Circular Solutions is not responsible for fulfilling your takeout orders.
- We may make available various subscription plans for the Container Sharing Service and other services we might provide from time to time (each, a “Subscription Plan”). Unfortunately, our Container Sharing Service is not available everywhere in the world – you can only subscribe if you live in one of our service areas. Check out our Site to confirm if you live within one of our service areas. We may decline to provide you with the Container Sharing Service, even if you are within one of our delivery areas. You may not have more than one Subscription Plan per Account.
- Containers Subject to Availability. To order takeout in Containers from Stores, you may be required to have a subscription to the Container Sharing Services and follow the takeout ordering process posted on our Site or App which describes how to notify the Store that you would like your takeout order to be packed in a Container. Your ability to receive your takeout order in a Container is dependent on the Store from which you are ordering takeout having sufficient stock of Containers to fulfill your order using Containers. We are not responsible or liable if at any time a Store is unable or unwilling to pack your takeout order in the Containers and you will not be entitled to a refund in such circumstance.
- Supported Stores. You acknowledge that Containers will be available only from participating Stores and that the Stores may change from time to time.
- Care of Containers. You are responsible for the care of all Containers in you possession or control. You shall properly store and handle the Containers in your possession and control. You shall be responsible for any damage to the Containers that have been provided to you.
- Return of Containers. After you have received a Container, you shall use the App to return the Container(s) to any of the participating Stores or return locations undamaged and cleaned no later than the return deadline specified on the Site (as may be updated by Circular Solutions from time to time) or App. You shall return all Containers to Circular Solutions using the App or one of the return methods specified on the Site (as may be updated by Circular Solutions from time to time). If you fail to return a Container by the applicable return deadline, we may charge the card you used to access the Reusables Service an amountequal to the value of each unreturned Container, which may be refundable within a certain period of time if you return the Container late.. If you lose or damage a Container, we may charge you a replacement fee for each lost or damaged Container. Before returning a Container to us, you must clean the Container. You authorize us to charge the fees referred to in this paragraph to your payment method on file in your Account without further notice to you.
- Pickup of Containers. If you are in one of our supported pickup areas, you may submit a request on the App or a 3rd pary platform to have your Containers picked-up. Pickup services are provided by independent service providers of Circular Solutions (“Couriers”). If your pickup request has been accepted by a Courier, we may charge you a pickup fee in the amount specified on the App (as may be updated by Circular Solutions from time to time). When using the pickup service, you must follow all pickup instructions provided by us and provided by the Courier related to the Container pickup process. You are solely responsible for ensuring that your Containers are available for pickup by the Couriers at the designated pickup time. You shall ensure that the Couriers can safely access the area from which they will pickup your Containers. No refunds will be provided to you if a Courier is unable to pickup your Containers due to your failure to comply with these Terms or any other cause attributable to you.
- Ownership of Containers. Containers are the property of Circular Solutions, unless stated otherwise.
- Recurring Subscriptions. When you sign up for one of our Subscription Plans, it is a recurring subscription that auto-renews successively until cancelled in accordance with these Terms. This means that you will be charged an initial fee and then thereafter on a recurring basis for your Subscription Plan. You authorize us (or our third-party payment processor) to charge your payment method the initial fee and then on a recurring basis for your Subscription Plan, unless you cancelled your Subscription Plan in accordance with these Terms. Cancellation of a Subscription Plan becomes effective at the end of your then-current subscription period. Upon cancellation of your Subscription Plan, you will cease to have access to the service to which you subscribed. For example, upon cancellation of your subscription to the Container Sharing Service, you will no longer be able to elect to receive your takeout orders from Stores packed in the Containers. We may change the fee associated with your Subscription Plan by providing you with advance written notice of change and such new few will apply to the next renewal of your Subscription Plan unless you have cancelled your Subscription Plan in accordance with these Terms.
- You may cancel your Subscription Plan by following instructions in the App or by emailing firstname.lastname@example.org with your cancellation request and such cancellation will become effective at the end of your then-current subscription period. Cancellation of your Subscription Plan will not release you of your obligations to pay to Circular Solutions all amounts owed by you to Circular Solutions.
- Non-Recurring Purchases. From time to time, we may sell products or services on a non-subscription basis (“Non-Subscription Products”). Purchase of Non-Subscription Products will have a one-time fee, unless otherwise indicated in writing, and may have applicable tax and shipping fees.
- Provision of Reusables Services by Service Providers. Sometimes third parties or other contractors or Affiliates of ours will provide some the Reusables Services to you on behalf of Circular Solutions (such third parties who provide Reusables Services on our behalf, the “Service Providers”). You acknowledge and agree that the Service Providers may provide Reusables Services to you and you agree that we may disclose your personal information to such Service Providers to the extent necessary to enable them to provide such Reusables Services.
- Personal Use. The Reusables Services are for personal use only.
Freshness of Food.
- Our Containers have not been designed to keep takeout at a safe temperature or to preserve the freshness of takeout. Once you are in possession of a Container containing takeout, you become responsible for ensuring the freshness and safety of all takeout contained in the Containers and for checking the takeout for spoilage before consuming it.
- You are responsible for ensuring that your takeout contained in the Containers is safe for consumption before consuming it or sharing it with other persons. Among other things, this means checking the contents of any Container to confirm that no items are spoiled, contaminated, or damaged, ensuring that perishable foods and beverages are promptly refrigerated and stored at safe temperatures, ensuring that all foods have been cooked to appropriate internal temperatures, and following food safety and handling guidelines. For more information on safe food handling, check out the Government of Canada’s Safe Food Handling Tips. The foregoing is not an exhaustive resource – consult an expert if you unsure about the safety of your food. Failure to follow appropriate food cooking, safety, and handling practices may increase risk of food borne illnesses.
- The Reusables Service.
ADVERTISEMENTS AND PAYMENTS
- Advertisements and Contract Formation. Advertisements respecting our products and services, such as a Subscription Plan, are invitations to you to make offers to purchase products and services and are not offers to sell. A properly-completed order by you constitutes only your offer to purchase the products or services in your order, even if Circular Solutions has processed payment for such offer. Your order will be accepted only if and when Circular Solutions sends a purchase confirmation email (“Confirmation Email”) to the email address you provided during your registration or order process or as otherwise updated on your Account. If Circular Solutions does not accept your order in whole or in part, Circular Solutions will refund any amounts paid by you to Circular Solutions for the order or part of the order not accepted.
- Any price offers or advertisements given by Circular Solutions will be valid for the period stated on the offer or advertisement, except that Circular Solutions may reject any sale for any reason, including for typographical errors, illustrative errors, or a misprint in the price offer or advertisement. In the event of a pricing mistake, we will not be bound by the incorrect price.
- Depictions of Products. Products may differ slightly from how depicted in any illustrations, photography or descriptions on the Reusables Service. Circular Solutions has endeavoured to display as accurately as possible the colours of our products as they appear on the Reusables Service. However, as the actual colours you see will depend on photographic processes and your screen, Circular Solutions cannot guarantee that your screen’s display of any colour will be accurate.
- Product Changes. Our products and services may change or be discontinued at any time. Products and services that are delivered will have similar characteristics of the products and services you ordered, but minor changes between what is delivered and what is described through the Reusables Service are possible.
- You acknowledge and agree that your use of certain Reusables Services, such subscribing to a Subscription Plan or purchasing a Non-Subscription Product, may result in charges (“Charges”) to you, including applicable taxes and applicable shipping and handling charges. You can find our prices and fees on our Site or App (as may be updated by Circular Solutions from time to time). You agree to promptly pay all applicable Charges and any other amounts owed by you to us. Charges might be one-time or recurring, depending on the fee. Provision of the Reusables Services is conditional upon your prompt payment of Charges. We may suspend the provision of Reusables Service to you if you fail to pay any amounts you owe to Circular Solutions.
- When you provide a payment method, such as a credit card, that is accepted by us, you represent and warrant that you are authorized to use such payment method and that you authorize us (or our third-party payment processor) to charge your payment method for all applicable Charges. If we, or our third-party payment processor, are unable to verify your payment method, or if it is otherwise invalid or not acceptable, we may suspend or cancel your Subscription Plan.
- Accurate Information. When incurring a Charge, you must provide accurate and complete personal and billing information as requested by us.
- Sales Final. Except as otherwise provided in these Terms, or as is required by law, all purchases are non-refundable and non-returnable, including purchases of Subscription Plans and Non-Subscription Products. Subject to (a) the terms applicable to your selected payment processing method, and (b) applicable law; you are solely responsible for any unauthorized, fraudulent, or erroneous transactions related to your use and receipt of the Reusables Services.
- Promotional Offers. At our discretion, we may make available certain Reusables Services at a discount or for free for a trial period (“Promotions”). We reserve the right to modify or cancel these Promotions at any time. If we reasonably determine you have violated the terms applicable to the Promotion, we may charge you the full price for the produce or service that was otherwise subject to the Promotion. At the end of any free trials, if you have not cancelled your Subscription Plan, you agree that we (or our third-party payment processor) may begin charging you for your Subscription Plan without additional notice to you.
- Limited Quantities. Despite anything to the contrary in these Terms, we may impose a limit on the purchasable quantity of a particular product or service.
Our Copyrights and Trademarks
- Reservation of Rights. The Reusables Service and all intellectual property rights in the Reusables Service are owned by Circular Solutions or our licensors. We and our licensors reserve all our intellectual property rights (which include all copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world.
- Circular Solutions and Reusables are our trademarks. Other trademarks and trade names may also be used on the Reusables Service, which might belong to us or our licensors. The use or misuse of any trademarks or any other content on the Reusables Services except as provided in these terms and conditions is strictly prohibited. Nothing contained on the Reusables Services will be construed as granting, by implication, estoppel or otherwise, any licence or right to use any trademark without our prior written permission.
- Materials. Circular Solutions authorizes you to view, download and print a single copy of materials and content provided on the Reusables Services for your personal use only and only in connection with your use of the Reusables Services. You may not remove any trademark, copyright or other proprietary notices from such copy nor modify the material or content in any way. Except as otherwise set out in these Terms, any copying or reproduction of the Reusables Services’ materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of the Reusables Services or its materials or content without the prior written permission of Circular Solutions is strictly prohibited. We may take such steps as we deem necessary, including legal action, to restrain such unauthorized and prohibited activity and we may suspend or terminate your access to any part of the Reusables Services immediately, without prior notice.
- Third-Party Materials Contained in the Reusables Services. The Reusables Services may include software, content, data or other materials, including related documentation, that are owned by persons other than Circular Solutions (“Third-party Materials”) and that are provided to you on license terms that are in addition to or different from those contained in these Terms ("Third-party Licenses"). You are bound by and shall comply with all Third-party Licenses. Any breach by you of any Third-party License is also a breach of these Terms. Circular Solutions has no responsibility or liability for Third-Party Materials.
- Portions of the Reusable Services may allow users to post and exchange information and content (such information and content, "User Content"), such as images, text, audio, and video. Circular Solutions is not obligated screen, edit or review any User Content before it is posted or transmitted. You retain the copyright and any other rights you already hold in your User Content. By submitting User Content to Circular Solutions or by submitted or posting User Content on the Reusable Services, you grant Circular Solutions a worldwide, non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, assignable, transferable, and sub-licensable (through multiple tiers) licence to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost, sublicense, create derivative works from, and distribute your User Content, subject to these Terms, without any notice or compensation to you or any other person (the “User Content Licence”). You confirm, represent, and warrant to Circular Solutions that you have all the rights, power, and authority necessary to grant the User Content Licence and that any User Content you submit to us or otherwise submit or post on the Reusables Services is and shall be your own original work or work which you are authorized to supply to us. When you submit or post any User Content on our or through the Reusables Services and you are the author of such User Content, you irrevocably and unconditionally waive all moral rights you may now or in the future have in any such User Content. Please note that User Content on the Reusables Services does not necessarily reflect the views of Circular Solutions, and Circular Solutions disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on this the Reusables Services.
- You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using the Reusables Services, is the sole responsibility of the person from whom it originated. This means that you, and not Circular Solutions, are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via the Reusables Services; and (ii) for ensuring that all User Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s rights. Circular Solutions does not control the User Content posted via the Reusable Services and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold Circular Solutions responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via the Reusables Services.
- Removal of Your Content. You acknowledge that Circular Solutions is not obligated to pre-screen, monitor, or modify User Content, but that Circular Solutions has the right (but not the obligation) to refuse, remove, modify, or delete any User Content that is available via the Reusable Services that violates these Terms, or is otherwise objectionable, in our sole and arbitrary discretion. You acknowledge and expressly consent to Circular Solutions, accessing, preserving, and disclosing your Account information and User Content if required to do so by law or if in good faith Circular Solutions believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third-parties; (d) respond to your requests for customer service; (e) to protect or advance Circular Solution’s legal rights; or (f) protect the rights, property, or personal safety or security of Circular Solutions, or our Affiliates, staff, users, Service Providers, or the public.
- Ownership of Derivative Content. Circular Solutions owns all data, information, materials, works, and content derived or created from User Content (“Derivative Content”).
- We welcome any questions, comments or feedback you might have about the Reusables Services or these Terms ("Feedback"). Please refer to the Contact section of this Site for our contact information. That said, our Site is not a secure means of communication and any information or content you supply to us will not be kept confidential. For that reason, you should not submit or send to us any patentable ideas or patent applications, advertising or marketing suggestions, know-how, trade secrets, prototypes or any information, written or oral, which you regard as confidential or commercially sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions. We shall not be subject to any obligation of confidentiality nor be liable for any use or disclosure of such submissions. You agree we are free to use your Unwanted Submissions as we see fit without any liability owed to you.
- License to Feedback and Submissions. If you provide Feedback, or Unwanted Submissions, you grant Circular Solutions a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, publish, distribute, publicly display, publicly perform, translate, adapt, modify, telecommunicate, rent out, commercialize, monetize, and create derivative works from the Feedback or Unwanted Submissions in any way and for any purpose without providing any compensation to you or any other person. You also grant Circular Solutions the right to use the name you submit with the User Content or Feedback, if any, in connection with Circular Solutions' rights hereunder.
- Third-Party Rights Warranty. Each time you submit User Content, Feedback, or Unwanted Submissions through the Reusables Services or to Circular Solutions, you represent, warrant, and covenant to Circular Solutions that your User Content, Feedback, and Unwanted Submissions do not violate the privacy rights, intellectual property rights, personality rights, or any other rights, of any person.
- Infringing Content. As copyright holders ourselves, we respect copyright holders’ rights and will quickly respond to any claims of copyright infringement reported on the Reusables Services. If you find anything on the Reusables Services that you believe infringes your copyright or the copyrights of a person you are authorized to represent, please report the alleged infringement to us at email@example.com.
- Our Copyrights and Trademarks
- Where any software is made available for downloading from the Reusables Services, this is our copyrighted work or that of our licensors. You may use such software only in accordance with the terms of the end user licence agreement, if any, which accompanies the software and, subject thereto, in accordance with these Terms. All such software is made available for downloading solely for your internal use in a non-commercial manner (except as otherwise agreed in writing by Circular Solutions). Any reproduction or redistribution of software not in accordance with the end user licence agreement or these Terms is expressly prohibited, and may result in severe civil and criminal penalties.
- Disclaimer of Warranties. Software made available by Circular Solutions is warranted only to the extent expressly provided in the terms of its applicable end user licence agreement (if any). We hereby disclaim all other warranties, conditions and other terms (whether express or implied) with regard to such software, including all implied warranties and conditions of satisfactory quality, freedom from defects, merchantability, non-infringement, and fitness for a particular purpose. In no event shall our aggregate liability in respect of any such software exceed the limitations of liability in the applicable end user licence agreement, or in all other cases the amount you paid us for the relevant software.
ACCEPTABLE USE POLICY
- Your access, use, and receipt of the Reusables Services is conditioned upon your unbroken compliance with these Terms.
Acceptable Use. You shall not misuse the Reusables Services or assist or permit any other person’s misuse of the Reusables Services. Without limiting the generality of the foregoing or anything else in these Terms:
- you warrant and agree that your use of the Reusables Services and your User Content will not:
- without limiting the generality of section 2(a)(i), infringe, violate, or misappropriate the intellectual property rights, personality rights, or privacy rights of any third party;
- involve, include, or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable;
- involve stalking, attempting to exploit any individual or harm minors in any way by exposing them to inappropriate content or otherwise nor asking for personal information;
- involve, provide, or contribute any false, inaccurate or misleading information;
- involve or include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms;
- involve impersonating any person or entity or falsely stating or misrepresenting your affiliation with a person or entity;
- involve or include engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Reusables Services, or which, as determined by us, may harm Circular Solutions, the Service Providers, or other users of the Reusables Services or expose them to liability;
- involve or include causing annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
- involve or include sending spam or unsolicited commercial electronic messages;
- promote any illegal activity, or advocate, promote, or assist any unlawful act;
- give the impression that your User Content originates from or is endorsed by us or any other person or entity, if this is not the case; or
- involve or include acts or omissions that may be considered defamatory, discriminatory, fraudulent, tortious, or otherwise malicious or harmful to any person; and
- you agree not to:
- access content and data that is not intended for you;
- attempt to breach or breach the Reusables Services’ security and/or authentication measures;
- restrict disrupt or disable service to users, hosts, servers or networks;
- illicitly reproduce TCP/IP packet header;
- disrupt network services or otherwise disrupt our ability to monitor the website;
- use any robot, spider, or other automatic device, process, or means to access the Reusables Services for any purpose, including monitoring or copying any of the material on the Reusables Services;
- introduce or distribute any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
- attack our website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing;
- data scrape, index, or data mine the Reusables Services;
- use scrapers, indexing tools, or other automated tools on the Reusables Services;
- mirror or frame any part of our website;
- interface any application with the Reusables Services;
- harvest or otherwise collect, use or disclose personal information about our customers, including email addresses, without their prior consent and then only in compliance with applicable data protection and privacy laws;
- reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from, or exploit in any way the Reusables Services or its content except as permitted by us under these Terms or under an applicable open source license, or as expressly provided under applicable law; and
- otherwise attempt to interfere with the proper working of the Reusables Services.
- you warrant and agree that your use of the Reusables Services and your User Content will not:
- No Professional Advice. The content contained in the Reusables Services is provided for general informational purposes only, is not expert or professional advice, and has not been tailored for your specific circumstances.
- We do not represent, warrant or guarantee in any way the continued availability of the Reusables Services or uninterrupted use by you of the Reusables Services. You acknowledge that access and use of our Site may be subject to bugs, malfunctions, delays, and downtime. You recognize that, due to the nature of the internet and electronic devices, your access and use of our Site may be inhibited or affected by factors outside of our control.
- Accuracy of Content. Although we work to provide you with accurate content, mistakes sometimes happen and we do not warrant that any content is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose.
THIRD-PARTY WEBSITES AND CONTENT
DISCLAIMERS; ASSUMPTION OF RISK
- Disclaimer of Warranties. YOU UNDERSTAND AGREE THAT YOUR ACCESS AND USE OF THE REUSABLES SERVICES IS AT YOUR OWN RISK. THE REUSABLES SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
CIRCULAR SOLUTIONS MAKES NO WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE REUSABLES SERVICES, INCLUDING ITS CONTENTS AND PRODUCTS. WITHOUT LIMITING THE FOREGOING, CIRCULAR SOLUTIONS DOES NOT REPRESENT OR WARRANT THAT THE REUSABLES SERVICES (INCLUDING ITS CONTENT, OR ANY PRODUCTS FOUND OR ATTAINED THROUGH THE REUSABLES SERVICES) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- Disclaimer Concerning Stores. Circular Solutions is not a Store and is not a preparer, packer, or supplier of takeout, or any other foods or beverages. Circular Solutions merely provides the Stores with the Containers in which they may pack your takeout orders. The Store from which you order takeout is solely responsible for the preparation, safety, and quality of your takeout and for complying with all laws applicable to the preparation, handling, storage, and supply of your takeout. Circular Solutions does not own or operate any of the Stores. All takeout you receive in the Containers has been prepared, packed, and supplied by independent third-party Stores and not by Circular Solutions. Circular Solutions does not verify whether the Stores have stored, prepared, handled, or supplied your takeout in accordance with all laws, including food handling and safety laws. The Stores are not partners, representatives, agents, joint ventures, or franchisees of Circular Solutions and Circular Solutions is not a partner, representative, agent, joint venture, or franchisee of any the Stores. Circular Solutions is not a party to your discussions or transactions with Stores. When you order takeout from a Store, you are contracting with the Store and not with Circular Solutions. Circular Solutions has no responsibility or liability for any aspect of your transactions with Stores, including the results you receive from those transactions. Without limiting the generality of the previous sentence, Circular Solutions is not responsible or liable for resolving any payment dispute, performance dispute, disputes concerning your takeout orders, or any other dispute between you and any Store. Circular Solutions has no responsibility or liability for your interactions, transactions, agreements, or disputes with other Stores, even if we intervene in such interactions, transactions, or agreements, or disputes. We do not vouch for or endorse any Store. The participation of a Store in the Container Sharing Service is not an endorsement of that Store by Circular Solutions. Stores are not authorized to provide any representations, warranties, or guarantees on behalf of Circular Solutions and any representation, warranty or guarantee given by a Store purportedly on behalf of Circular Solutions is disclaimed by Circular Solutions and is of no force or effect as between you and Circular Solutions. We do not monitor the preparation, handling, storage, or packaging of your takeout orders from Stores. Circular Solutions does not make any representations, warranties, or guarantees regarding the quality or safety of the takeout provided by the Stores. We have not verified any representations or warranties given by any Store. Circular Solutions has no responsibility or liability for any representations or warranties given by any of the Stores.
- Assumption of Risk. YOU DECLARE THAT YOU ARE AWARE OF THE RISKS, DANGERS, AND HAZARDS ASSOCIATED WITH CONSUMING AND STORING TAKEOUT, WHICH MAY INCLUDE, WITHOUT LIMITATION, BURNS, CUTS, ALLERGIC REACTIONS, CHOKING, AND FOOD POISONING AND THAT YOU FULLY ASSUME ALL SUCH RISKS, DANGERS, AND HAZARDS AND THE POSSIBILITY OF INJURY, DEATH, PROPERTY DAMAGE, OR LOSS RESULTING THEREFROM. YOUR USE OF THE CONTAINERS AND THE REUSABLES SERVICES IS AT YOUR OWN RISK.
LIMITATION OF LIABILITY
- Dollar Cap. WITHOUT LIMITING SECTION 2, THE CIRCULAR SOLUTIONS PARTIES’ CUMULATIVE AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE REUSABLES SERVICES WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US IN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100 (OR IF YOU USED THE REUSABLES SERVICES ON A FREE BASIS, THEN OUR LIABILITY WILL NOT EXCEED $1.00 CAD).
- Limitation of Liability. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE CIRCULAR SOLUTIONS PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, PERSONAL INJURY OR ILLNESS, LOSS OF LIFE, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF PRIVACY, OR ANY OTHER THEORY OF LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold harmless the Circular Solutions Parties from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) (collectively, “claims”) arising out of or relating to:
- your breach of these Terms;
- your negligence or willful misconduct
- your use of the Reusables Services in a manner not authorized by these Terms; or
- your interactions with any Store or any of the Service Providers.
- You agree to defend, indemnify, and hold harmless the Circular Solutions Parties from and against any third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) (collectively, “claims”) arising out of or relating to:
Any of the foregoing indemnified parties has the right to participate in the defence and settlement negotiations relating to any third party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense.
- We may terminate these Terms by providing you with written notice. Upon termination of these Terms, you will cease to be authorized to access the Reusables Services.
- Governing Law. The Reusables Services and these Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule and notwithstanding your domicile, residence or physical location.
DISPUTES AND BINDING ARBITRATION
- If the courts in your province, state, or country will not permit you to consent to binding arbitration or if you have opted out of binding arbitration by using the process described in Section 15.2, then any legal suit, action, or proceeding arising out of or related to these Terms will be instituted exclusively in the courts of the Province of British Columbia, Canada, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Otherwise, you agree that in the event of any dispute between you and any of the Circular Solutions Parties arising out of or relating to these Terms or the Reusables Services that such dispute will be referred to and finally resolved by mandatory and binding arbitration administered by the Vancouver International Arbitration Centre (“VanIAC”) pursuant to its applicable Rules.
The place of arbitration will be Vancouver, British Columbia, Canada. The number of arbitrators will be set to one unless otherwise required by the Rules. The language of the arbitration will be English. The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the VanIAC, correspondence to and from the arbitrator, and orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party (except for professional advisors) without the express written consent from the other party unless: (a) (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; or (b) such disclosure is required by applicable law.
The parties agree that they will not appeal any arbitration decision to any court.
- Opt Out. You may opt out of the above arbitration clause by following the procedure described in this paragraph. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and any of the Circular Solutions Parties arising out of or relating to these Terms or the Reusables Services. To opt out, you must, within 30 days of accepting these Terms, deliver to Circular Solutions a clear written statement indicating that you wish to opt out of the arbitration provisions in these Terms. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your Account name (if any). The opt-out statement must be delivered to the following address:
Circular Solutions Inc.
6TH FLOOR - 905 WEST PENDER STREET
VANCOUVER BC V6C 1L6
- CANADAWaiver of Class Action and Jury Trial. You hereby waive and agree to waive any right you may have to commence or participate in any class action against any of the Circular Solutions Parties related to any claim and, where applicable, you also agree to opt out of any class proceedings against any of the Circular Solutions Parties. Where applicable, if a dispute arises between any of the Circular Solutions Parties and you, you hereby waive and agree to waive any right you may have to participate in a trial by jury with respect to that dispute.
- Consumer Rights. Nothing in these Terms affects consumer rights that, pursuant to applicable law, cannot be limited or waived.
- Articles and Sections 1.2, 1.11, 2.5, 4.8, 5, 6, 8, 10, 11, 12, 14, 15, 16 any warranties you provide to Circular Solutions under these Terms, and all other provisions of these Terms which must survive termination of these Terms to fulfill their purpose will survive termination of these Terms or the termination or deletion of your Account.
- Entire Agreement. Subject to section 4, these Terms constitute the sole and entire agreement between you and Circular Solutions regarding the Reusables Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
- Supplemental Contracts. Your use of and access to the Reusables Services is subject to any other written and duly executed contracts you may have with Circular Solutions.
- No waiver of any of these Terms is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- We may assign these Terms in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. These Terms are personal to you and you may not assign these Terms nor your rights, interests, or obligations under these Terms to any person without our express written consent.
- If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
- The parties acknowledge that they have required that these Terms, and all related documents be prepared in English. Les parties reconnaissent avoir exigé que les présentes modalités de vente et tous les documents connexes soient rédigés en anglais. If these Terms are translated into another language, the English language text shall in any event prevail.
- These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs and permitted assigns.
- Further Assurances. You agree to provide such further documents or instruments, and take such further actions, reasonably requested by Circular Solutions, to effect the purposes of these Terms and carry out its provisions.
- Force Majeure. In no event will Circular Solutions be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent that such failure or delay is caused by any circumstances beyond Circular Solutions’ reasonable control, including acts of God, flood, fire, pandemic, epidemic, public health emergency, communicable disease outbreak, earthquake, tsunami, electro-magnetic pulse, solar storm, extreme weather events, snow or ice storms, unpassable terrain or roads, explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
No Third-Party Beneficiaries.
- Except as set forth in Paragraph 13(b), the parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of these Terms upon any person other than the parties to these Terms and their respective successors and permitted assigns.
- The parties hereby designate each of the Circular Solutions Parties as third-party beneficiaries of all Sections of these Terms that refer to the Circular Solutions Parties and the Circular Solutions Parties may enforce those Sections.
- Circular Solutions may may give notice to you by email, letter, or SMS to the applicable address or phone number you provide on your Account or by posting a notice on our Site. You may provide legal notices to us only by letter at:
Circular Solutions Inc.
6TH FLOOR - 905 WEST PENDER STREET
VANCOUVER BC V6C 1L6