Effective Date: February 7, 2025
These Terms of Service ("Terms") govern your access to and use of the Circlio school network platform ("Service"), operated by Circlio ("Company," "us," "we," or "our"). Please read these Terms carefully before using the Service.
By creating an account, accessing, or using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you must not access or use the Service.
These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Circlio. You represent that you have the legal capacity to enter into this agreement.
By using the Service, you also agree to comply with our Community Guidelines, which are incorporated by reference into these Terms.
Circlio is a campus social platform that enables students, alumni, and organizations to:
We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.
You must be at least 13 years old to use our Service. If you are between 13 and 18 years old, you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf, and that they consent to your use of the Service and the processing of your personal information as described in our Privacy Policy. We may require proof of parental consent at any time and may suspend accounts where consent cannot be verified.
To access certain features, you must create an account by providing:
You agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate accounts that contain inaccurate, fraudulent, or misleading information.
You are responsible for:
You agree to use the Service only for lawful purposes and in accordance with these Terms and our Community Guidelines. You agree not to use the Service:
The following activities are strictly prohibited and may result in immediate account termination and, where applicable, referral to law enforcement:
You retain all ownership rights in content you create and post on the Service ("User Content"). By posting User Content, you grant us a non-exclusive, worldwide, royalty-free, sublicensable (solely to our service providers for the purpose of operating the Service), and transferable license to use, reproduce, modify, distribute, and display your User Content solely in connection with operating and providing the Service.
This license terminates when you delete your User Content or your account, except that: (a) content shared with other users may persist in their accounts or messages; (b) we retain your data for up to 90 days after account deletion for legal compliance, safety, and operational purposes before permanent deletion; and (c) we may retain content as required by law or for legitimate business purposes (e.g., to resolve disputes or enforce our Terms).
You represent and warrant that:
The Service, including its design, features, software, text, graphics, logos, and content (excluding User Content), is owned by Circlio and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or create derivative works of our intellectual property without express written permission.
If you provide suggestions, ideas, or feedback about the Service, you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to you.
Your privacy is important to us. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection, use, and sharing of your information as described in our Privacy Policy.
You may also review our Cookie Policy for details on how we use cookies and similar technologies.
We respect intellectual property rights and comply with the Digital Millennium Copyright Act (DMCA). For complete details on our copyright procedures, including how to submit a takedown notice or counter-notification, please see our DMCA Policy.
If you believe your copyrighted work has been infringed on the Service, you may submit a DMCA takedown notice to our designated agent:
DMCA Designated Agent:
Email: zhangj1@wharton.upenn.edu
We maintain a policy of terminating the accounts of users who are repeat infringers of copyright in appropriate circumstances.
IMPORTANT LEGAL DISCLAIMERS
The following disclaimers limit our liability. Please read carefully.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
We do not warrant that the information, content, or services provided through the platform are accurate, reliable, or complete. Users rely on such information at their own risk.
We are not responsible for User Content or third-party content, products, services, or links. The views expressed by users do not represent our views or opinions. We do not endorse any User Content or third-party content.
Nothing on the Service constitutes professional, legal, financial, medical, or academic advice. Always seek the advice of qualified professionals for specific questions.
LIABILITY LIMITATION
This section significantly limits our financial liability. Please review carefully.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRCLIO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100.00) OR (B) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
You acknowledge that these limitations of liability reflect a reasonable allocation of risk and are a fundamental basis of the bargain between you and Circlio. The Service would not be provided without these limitations. These limitations apply even if any limited remedy fails of its essential purpose.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.
You agree to defend, indemnify, and hold harmless Circlio, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
We reserve the right to assume exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of such claims. You will not settle any claim without our prior written consent.
This indemnification obligation survives termination of these Terms and your use of the Service.
You may terminate your account at any time through the account settings page or by contacting us at zhangj1@wharton.upenn.edu. We will process your account deletion in accordance with our Privacy Policy.
We may terminate or suspend your account immediately, without prior notice or liability, for any reason, including but not limited to:
Upon termination:
MANDATORY ARBITRATION AND CLASS ACTION WAIVER
This section affects your legal rights, including your right to file a lawsuit in court and to have a jury trial. Please read carefully.
Before initiating arbitration, you agree to first contact us at zhangj1@wharton.upenn.edu and attempt to resolve the dispute informally for at least thirty (30) days. If the dispute is not resolved within 30 days, either party may proceed to arbitration.
Any dispute, controversy, or claim arising out of or relating to these Terms or the Service that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in the English language, and shall take place in Delaware or, at your election, via telephone or video conference.
Circlio will pay all AAA filing, administration, and arbitrator fees for claims under $10,000 unless the arbitrator finds the claim frivolous. For claims over $10,000, fees will be allocated according to AAA Consumer Arbitration Rules. Each party bears its own attorneys' fees unless the arbitrator awards fees to the prevailing party under applicable law.
YOU AND CIRCLIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
You may opt out of the arbitration and class action waiver provisions by sending written notice to zhangj1@wharton.upenn.edu within thirty (30) days of first accepting these Terms. Your notice must include your name, account username, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, you may pursue claims in court subject to the governing law and venue provisions below.
Either party may: (a) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights; (b) bring an individual action in small claims court for claims within the court's jurisdictional limit; or (c) seek emergency or provisional relief pending arbitration.
These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
To the extent that any action is permitted to be brought in court (as opposed to arbitration), you and Circlio agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware.
We reserve the right to modify these Terms at any time. When we make changes, we will:
Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree with the revised Terms, you must stop using the Service and delete your account.
By creating an account, you consent to receive electronic communications from us, including but not limited to emails, push notifications, and in-app messages. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.
You may opt out of non-essential communications (such as marketing emails and activity digests) through your account settings. You cannot opt out of essential communications related to your account, security, or legal notices.
Circlio is an independent platform and is not affiliated with, endorsed by, or operated by any educational institution. The Service is not an education record system and does not maintain education records as defined under the Family Educational Rights and Privacy Act (FERPA).
Users who are students, faculty, or staff at educational institutions are solely responsible for ensuring their use of the Service complies with their institution's policies and applicable law, including FERPA. You should not share student education records (such as grades, disciplinary records, or enrollment information) on the Service.
If you are a school official or employee and choose to use the Service, you acknowledge that Circlio is not acting as a "school official" under FERPA and has no obligation to protect data under FERPA requirements unless a separate written agreement is in place.
We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, epidemic, government actions, power failures, internet or telecommunications failures, cyberattacks, or third-party service provider failures.
These Terms, together with the Privacy Policy, Cookie Policy, Community Guidelines, and DMCA Policy, constitute the entire agreement between you and Circlio regarding the Service and supersede all prior agreements and understandings.
If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by Circlio to be effective.
You may not assign or transfer these Terms or your rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
The section headings in these Terms are for convenience only and have no legal or contractual effect.
If you have questions about these Terms, please contact us:
General inquiries: zhangj1@wharton.upenn.edu
DMCA notices: zhangj1@wharton.upenn.edu
Support: zhangj1@wharton.upenn.edu