TERMS OF USE
Last Modified: April 14, 2020
Welcome! CirclesX provides an online marketplace (the “Platform”) for people who want to make binding, tradable commitments to pre-buy, pre-sell, or even re-sell “stuff,” which could include, for example, physical products; service offerings; the right, at specified times, to occupy space in cars, trucks, buses, trains, garages, streets, sidewalks, classrooms, power, data, weather, data, legal claims; and potentially lots of other things (the “Product”).
Each transaction on the Platform is arranged by users as a private transaction between them; CirclesX is not a party to the transaction or to their commitments, but simply helps would-be buyers and sellers find each other and agree to the transaction.
CAUTION: Once a buyer and seller agree to a transaction on the Platform, they must fulfill their commitments for that transaction; if one of them doesn’t do so, then that party will likely incur legal liability and/or face consequences for its Platform user account.
All transactions found and/or arranged on the Platform are subject to these Terms of Use and to the separate agreements that are referred to here as the End User License Agreement and Trading Platform General Terms and Conditions and in the use case of Claims as General Capacity Units, the License, Sale, Declaration and Assignment Agreement. Please read our Disclaimer.
In case of doubt CirclesX: (i) is not a “motor carrier” and does not provide delivery- or transportation services; and (ii) is not a registered investment, legal or tax advisor or a broker/dealer. We reserve the right to limit the Platform’s availability, either in general or in specific cases.
1.0 Introduction
1.1 What is this document, and why is it
important for you to read?
1.1.1. A binding contract about the Platform itself: When you sign up for an account to use the Platform, you will have to click on a button or link that signifies your agreement to be legally bound by these Terms of Use (which we refer to for convenience as “this Agreement”). You should read this Agreement in its entirety; it includes — among other things — language that: • LIMITS OUR WARRANTIES AND OUR LIABILITY (section 3); and • REQUIRES YOU TO ARBITRATE MOST CLAIMS you might have against CirclesX and certain related parties, which means you are giving up any right you might have to a trial by jury (section 4.3).
1.1.2. Continuing effect: 1.1.2. Continuing effect: In case of doubt: You agree that this Agreement will remain in effect for the entire time that you maintain an account to use the Platform, and in the case of some provisions, even afterwards.
1.2 Who is “CirclesX” (the company)?
1.2.1. CirclesX companies: : For purposes of this Agreement, the term “CirclesX” refers to one of two companies, depending on where you are using the Platform.
(a) If you are using the Platform within the United States and its territories, then the term “CirclesX” refers to SimpsX Technologies LLC, a Delaware limited liability corporation, which has offices at 12335 Kingsride #418, Houston, Texas, 77024.
(b) If you are using the Platform elsewhere, then the term “CirclesX” refers to SimpsX Technologies Cayman Limited, with offices at Walkers, PO Box 908 GT, Walker House, George Town, Grand Cayman, Cayman Islands, British West Indies.
1.2.2. “We” and “us”: Sometimes this Agreement uses the terms “we” and “us” and “our”; those terms refer to CirclesX as defined above.
1.3 What are we asking you to certify, and why?
1.3.1. Effect of your certifications: When you sign up to use the Platform as a buyer or seller of “stuff,” one of the legal effects of doing so is that you will be certifying the things below; for this purpose, the term “certify” means that you declare that those things are true with the intent that we (and others) rely on your truthfulness in doing business with you.
1.3.2. Purpose of certification: Your certifications help reassure other users of the Platform that you’re an upstanding, law-abiding member of the community — just as their certifications help reassure you about them. If you cannot make these certifications honestly and fairly, you may not use the CirclesX Platform.
1.3.3. Age: You certify that you are at least 18 years old — or, if you must be even older than that to enter into a binding contract in your jurisdiction, then you certify that you are at least that old.
1.3.4. Accurate information: You certify that all registration information you have provided to us is complete and accurate in all material respects. (As just one example, any photo of yourself that you upload to the Platform must actually be of you; the photo must be reasonably recent and without significant alteration such as disguises.) If we ever have grounds to suspect otherwise, we may at our discretion suspend your access to the Platform until the issue is cleared up.
1.3.5. Corporate standing: If you are entering into this Agreement on behalf of a corporation, partnership, or other organization having its own legal existence, you certify, on its behalf, that the organization (1) has been duly formed, (2) is in good standing in all jurisdictions where it is required to be so, and (3) has all necessary legal authority and power to enter into this Agreement.
2.0 Your responsibilities
This section starts out with general rules that apply to all uses of the Platform, followed by particular rules that apply to specific use cases.
2.1 Platform-related rules
2.1.1. Changes to the Platform: We reserve the right to modify the Platform at any time, in our sole discretion.
2.1.2. Use policies: You must follow any specific policies that we post from time to time concerning particular uses of the Platform. These policies could include, for example, policies for buyers and sellers of physical goods; policies for drivers and riders who share commuting expenses; and the like. We will notify you about any new policies and any significant changes to existing policies; your continued use of the Platform after receiving notice of these policies or changes will constitute your agreement to comply with them.
2.1.3. Current personal information: While driving or riding or walking or sitting, you must comply with all applicable laws; this applies not just to sellers (who must obey, for example, traffic laws or general laws) but to buyers too (who must obey, for example, open-container laws or general law).
2.1.4. “Lending” of user account: You must not let someone else access or use the Platform under your user name.
2.1.5. Resale: You must not resell access to the Platform to anyone else except to the extent, if any, permitted by the applicable service plan.
2.1.6. Reverse engineering, etc.: You must not disassemble, decompile, or otherwise reverse-engineer any aspect of the Platform nor of the mobile app or other software used in providing the Platform.
2.1.7. Software limitations: You may not work around any mechanism that may be built into the Platform’s software and/or its installation routine(s) to enforce limitations such as (for example) time, geography, etc.
2.1.8. Copying, etc.:
(a) You must not make or distribute copies of, or create derivative works based on, any content provided via the Platform, other than your own content or as expressly authorized in writing by CirclesX or other owner of the content.
(b) You must not otherwise infringe anyone else’s copyright, trademark, trade secret, or other intellectual property right in connection with your use of the Platform.
2.1.9. Interference: You must not interfere with others’ use of the Platform.
2.1.10. Hacking: You must not access anyone else’s information stored on the Platform without proper authorization.
(a) This prohibition encompasses seeking to trace any information about, or owned by, any other user of the Platform.
(b) This prohibition applies, but is not limited to, personal identifying information and financial information of other users of the Platform.
2.1.11. Proper identification:
(a) You must not use someone else’s user name and password to access the Platform.
(b) You must not otherwise impersonate anyone else in connection with the Platform.
(c) You must use your full, correct, legal name as shown in your valid government-issued identification (for example, your seller’s license or passport) in signing up for or accessing the Platform. (This does not rule out your use of login names or handles.)
2.1.12. Security measures: You must not probe or attempt to breach the security measures of the Platform or any network associated with it.
2.1.13. Doxing: You must not publish or otherwise disseminate information or images (personal or otherwise) about any other user of the Platform without that other user’s specific authorization.
2.1.14. Network burden: You must not take any action that unreasonably burdens the Platform, any network associated with it, or any other network associated with CirclesX. This could include, for example (but not as a limitation), bandwidth usage that CirclesX judges to be excessive.
2.1.15. Spoofing: You must not engage in spoofing, for example, disguising the origin of any transmission you send to CirclesX via the Platform or any network associated with it.
2.1.16. Access methods: You must not use a bot, screen scraper, Web crawler, or any other method to access the Platform or any content stored at the Platform, other than the user interface provided by CirclesX.
2.1.17. Export controls: You must not export or re-export goods or technical data in violation of law.
2.1.18. Harmful content: You must not use the Platform to transmit or store any of the following:
(a) viruses, Trojan horses, bots, crawlers, keystroke recorders, or other malware of any kind;
(b) information or other content owned by someone else without their permission;
(c) information used or intended to be used (i) in any unlawful manner, (ii) in connection with any unlawful purpose, or (iii) in any manner that in CirclesX’s judgment could expose CirclesX or any other user of the Platform to a risk of liability;
(d) content that is unlawful, obscene, or offensive according to the standards in the geographic community where you are using the Platform;
(e) content that violates any other acceptable-usage policy that CirclesX might publish from time to time (we will give you notice if we do so).
2.1.19. Unreasonable- or unlawful use: Without limiting your other obligations under this Agreement, you must not use the Platform:
(a) in a manner that qualifies as a nuisance;
(b) in any other unreasonable manner;
(c) in any manner that violates the law — for example, and without limitation, as part of anyone’s illegal activity; or
(d) as part of transporting hazardous materials.
2.1.20. Identification: There might be situations in which we ask you to provide some sort of proof of identity; if we do ask, you must comply with the request.
2.1.21. Filters & blocking: You must not bypass filters or blocks, for example if you are blocked by another Service user or by CirclesX.
2.1.22. Multiple accounts: You must not establish multiple user accounts to engage in one or more unreasonable actions — and without limiting this restriction, if your account is temporarily- or permanently suspended, you must not create another account.
2.1.23. No attempts, etc.: Wherever this Agreement prohibits (or restricts) you from doing something, you also must not:
(a) attempt to do it; nor
(b) induce, solicit, allow, or knowingly help anyone else to do so, whether for your benefit or otherwise.
2.1.24. Reimbursement frequency: We will pay you your earned reimbursements no less often than monthly.
2.1.25. Reimbursement limits: We reserve the right to impose minimum- and maximum limits on seller reimbursements, both per-Product and during any given time period. We will let you know if we do so in advance of your signing up to provide a Product.
2.1.26. Minimum payment threshold: We reserve the right to hold your reimbursement payments until your earned reimbursements are equal to or greater than a threshold amount that we establish from time to time.
2.1.27. Taxes: It’s your responsibility to comply with all applicable tax laws, including reporting and paying any tax you might owe for your reimbursements you receive through the CirclesX Platform. Because CirclesX provides on-line commuter matching Platform that includes a forward market for trading of Products, sellers will not be receiving a W-2 or a Form 1099-MISC from CirclesX so sellers will need to account for receipts appropriately under applicable tax laws.
2.1.28. No exclusivity: In case of doubt, this Agreement does not restrict you from buying or selling things outside the Platform.
2.1.29. Termination for nonuse: We may terminate your Platform privileges if you do not complete at least one transaction using the Platform in 12 months.
2.1.30. Legal compliance: It’s your responsibility to be sure that you comply with all applicable laws at all times: (i) whenever you use the Platform, and (ii) whenever you carry out a transaction resulting from your use of the Platform.
2.1.31. Suspension: We may temporarily or permanently suspend your access to the Platform if we have reason to believe you might not be in compliance with your obligations under this Agreement. We may in our sole discretion give you an opportunity to discuss any such suspension of access; our final decision, however, will be in our sole discretion and not appealable.
2.1.32. Breach of contract: If you violate your obligations under this Agreement, or if you don’t deliver what you promised in a transaction that you agreed to using the Platform, then you might also be liable for breach of contract.
2.1.33. 2.1.33. WE RESERVE THE RIGHT to report potentially criminal conduct to law enforcement authorities and to turn over to authorities any and all potentially relevant information in our possession, including without limitation any personal information about you; YOU IRREVOCABLY CONSENT to our doing so.
2.2 General operations-related rules
2.2.1.Description of goods: Whenever you use the Platform (i) to offer goods for sale, or (ii) to arrange a delivery of goods, for example using ShipsX or CirclesX, you must accurately describe the goods.
2.2.2. Prohibited items: You must not use the Platform to offer, nor to arrange delivery of, any of the following:
o illegal materials of any kind (including but not limited to illegal drugs);
o hazardous materials;
o alcoholic beverages;
o firearms or ammunition, in any amount;
o live animals.
2.2.3. Rules for drivers:
(a) Who is a driver? A “driver” might be (i) an individual who delivers packages as an independent contractor, on a full-time or part-time basis; or (ii) a delivery services company that uses the Platform as one way of enhancing its business. For easier reading, in this section we refer to “you,” the driver, as if we were addressing an individual driver; the same terms will apply if the “driver” is a delivery service or other company.
(b) Driving directions: Our app might provide driving directions, but this is for informational purposes only; if you’re the one driving, it’ll be up to you to use your judgment to determine the best route, including making any changes that might become necessary while in route.
2.2.4. Compensation for employed users: If you use the Platform to engage in a transaction as an employee of a provider of goods or services (that is, not as an independent contractor), then your compensation for the transaction, if any, is between you and the provider; neither we nor any of our affiliates is responsible for your compensation.
2.2.5. Transaction confidentiality: Each party to a transaction must keep the fact and details of the transaction in strict confidence unless all parties to the transaction agree otherwise.
(a) This is especially true for protected health information, for example if you are a driver delivering medications for specific people.
(b) EXCEPTION: You may reveal transaction-related information to us and, strictly on an as-needed basis, to law enforcement and (in case of emergency) medical personnel.
(c) You must immediately tell us if you suspect that another party’s confidential information (including but not limited to personal health information or personal-identifying information) might have been lost, stolen, or disclosed to unauthorized persons.
2.2.6. Dangerous- or illegal situations? You must immediately tell us about any potentially -dangerous or -illegal situations that occur in the course of a transaction arranged using the Platform.
2.2.7. Chargebacks:If one Platform user causes a chargeback (for example, if a commuting rider causes a chargeback against a driver), even if the chargeback is fraudulent, we reserve the right to dock the payment for the amount of the chargeback (less a proportional docking of our commission as well).
2.2.8. Changes to the Platform: We reserve the right to change the Platform (we hope to be continually improving it) and even to discontinue the Platform entirely (although we certainly hope that won’t happen), at any time and from time to time.
2.2.9. Contact authorization: You authorize us and our affiliates to contact you via text message or email at the then-current contact information that we have on file for you. We might offer you the ability to opt out of our contacting you; if you do opt out, however, that might preclude you from using the Platform.
2.2.10. Nondiscrimination: You must not discriminate against any other Platform user on the basis of race, skin color, national origin, ethnicity, religion, marital status, gender or gender identity, sexual orientation, disability (physical or mental), or medical condition.
2.3 Rules for sales of goods and shipments
2.3.1. Perishable goods, etc. (for shippers): Unless you make special arrangements with your driver, you must not use the Platform to ship perishable goods or items that require special temperature control (for example, refrigeration).
2.3.2. Shipment security (for drivers): If you are delivering a shipment arranged using the Platform, you must not open the shipment without the shipper’s permission unless you reasonably believe that the shipment might pose a danger to people or property.
2.3.3. Photos of goods and other shipments:
(a) For all users involved in sales of goods and shipments: You agree that photos of goods at pickup, in transit, and at delivery, may be taken and stored on the Platform, to help confirm shipment and delivery in case any questions arise.
(b) For shippers: For your protection, you should photograph each shipment before turning it over to the driver; if you do not do so, then you WAIVE any claim to damage or non-delivery of the shipment. You authorize the driver to photograph your shipment and to upload each photo to the Platform to be stored with our record of the shipment.
(c) For shipment drivers: In part to help protect yourself, you must take a picture of each shipment as soon as you pick it up and as you deliver it; upload each picture to the Platform to be stored with our record of the shipment. IN ADDITION, If you leave a shipment at the delivery address without having someone sign for it, you must take a picture of the shipment where you left it and upload the picture to the Platform.
2.3.4. Inspections (for sellers of goods and shippers): You authorize us: (i) to open, inspect, and/or X-ray or otherwise scan, any shipments that you arrange using the Platform, and (ii) to authorize law-enforcement and other emergency personnel to do the same.
2.3.5. Shipment suspicions:
(a) For drivers: If you suspect that a shipment might contain one or more prohibited items, you must contact us immediately; DO NOT contact the shipper about it.
(b) For sellers of goods and shippers: If we have reason to believe that a shipment might contain items prohibited by this Agreement or by law, then we may notify the driver and encourage the driver to do one or more of the following: (i) return the shipment to you; (ii) notify law enforcement or other emergency personnel; and/or (iii) seek other appropriate guidance.
2.3.6. Return of shipments (for sellers of goods and shippers): We may direct the driver to return a shipment to you if in our judgment it would be prudent to do so.
2.3.7. Disclosure of information: You authorize us to disclose information about your shipment to law enforcement and/or to emergency- and medical personnel if necessary in our judgment
2.4 Rules for SeatsX or CirclesX commuters
2.4.1. Commuting restrictions (for drivers and riders): You must not seek rides or riders, nor actually accept or give rides, using the Platform unless you are in compliance with all of the requirements of this Agreement that apply to you as a driver or rider.
2.4.2. Commitment to provide rides (for drivers): If you’re a driver and you don’t provide a ride that you previously committed to providing, you could lose some money unless you have “traded” the trip to another Platform user — and if you do it too many times, we might need to reevaluate your Platform user privileges .
2.5 Off Platform Communication Rules
2.6 Rules for the Texans Helping Texans Recovery Fund
2.7 Rules for patients, health care consumers or health care providers
CirclesX Protection of Protected Health Information (PHI)
Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), CirclesX is required by law to maintain the privacy of health information that identifies you, called protected health information (PHI), and to provide you with notice of our legal duties and privacy practices regarding PHI. CirclesX is committed to the protection of your PHI and will make reasonable efforts to ensure the confidentiality of your PHI, as required by statute and regulation. We take this commitment seriously and will work with you to comply with your right to receive certain information under HIPAA.
CirclesX Use and Disclosure of PHI
As permitted under HIPAA, the following categories explain the types of uses and disclosures of PHI that CirclesX may make. Some of the uses and disclosures described may be limited or restricted by state laws or other legal requirements, for example, the Clinical Laboratory Improvement Amendments of 1988 (CLIA). Please contact our Privacy Officer, using the contact information provided at the end of this notice, for specific information regarding your state.
For treatment —
CirclesX may use or disclose PHI for treatment purposes, including disclosure to physicians, nurses, medical students, pharmacies, and other health care professionals who provide you with health care services and/or are involved in the coordination of your care, such as providing your physician with your laboratory test results.
For payment —
CirclesX may use or disclose PHI to bill and collect payment for laboratory or genetic counseling services we provide. For example, CirclesX may provide PHI to your health plan to receive payment for the health care services provided to you.
For health care operations —
CirclesX may use or disclose PHI for health care operations purposes. These uses and disclosures are necessary, for example, to evaluate the quality of our laboratory testing, accuracy of results, accreditation functions and for CirclesX operation and management purposes. CirclesX may also disclose PHI to other health care providers or health plans that are involved in your care for their health care operations. For example, CirclesX may provide PHI to manage disease, or to coordinate health care or health benefits.
Appointment reminders and health-related benefits and services —
CirclesX may use and disclose PHI to contact you as a reminder that you have an appointment with us and may use and disclose PHI to tell you about health-related benefits and services that may be of interest to you. For example, CirclesX may contact you about a new patient service center in your area or about new testing services available at CirclesX based on services ordered by your physician.
Disclosure of PHI to you —
CirclesX may disclose PHI to you or as directed by you to a third party. Your right to see and receive a copy of your PHI is listed below under patient rights regarding PHI.
Emergency circumstances and notifications —
If you are present and capable, CirclesX will obtain your agreement to use and/or disclose PHI about you during an emergency event to notify, or assist in the notification of a family member, your personal representative, or another person responsible for your care regarding your location, general condition, or death. Otherwise, CirclesX may exercise its professional judgement based on the circumstances and use and disclose PHI for your safety.
Individuals involved in your care or payment for your care — CirclesX may disclose PHI to a person who is involved in your care or helps pay for your care, such as a family member or friend. We also may notify your family about your location or general condition or disclose such information to an entity assisting in a disaster relief effort. As allowed by federal and state law, we may disclose the PHI of minors to their parents or legal guardians.
Business associates —
CirclesX may disclose PHI to its business associates to perform certain business functions or provide certain business services to CirclesX. For example, we may use another company to perform billing services on our behalf. All of our business associates are required to maintain the privacy and confidentiality of your PHI. In addition, at the request of your health care providers or health plan, CirclesX may disclose PHI to their business associates for purposes of performing certain business functions or health care services on their behalf. For example, we may disclose PHI to a business associate of Medicare for purposes of medical necessity review and audit.
For legal claims —
CirclesX may disclose PHI for use in legal claim resolution. For example, we may be a a party to legal claims by assignment or contract. All of legal claim transactions are required to maintain the privacy and confidentiality of your PHI. In addition, at the request of your health care providers or health plan, CirclesX may disclose PHI to their legal claim transaction counterparties for purposes of performing certain business functions or legal claim resolution on their behalf. For example, we may disclose PHI to a business associate of Medicare, Medicaid or Insurance for purposes of medical necessity review, claim recovery and audit.
Disclosure for judicial and administrative proceedings —
Under certain circumstances, CirclesX may disclose your PHI in the course of a judicial or administrative proceeding, including in response to a court or administrative order, subpoena, discovery request, or other lawful process.
Law enforcement —
CirclesX may disclose PHI for law enforcement purposes, including reporting of certain types of wounds or physical injuries or in response to a court order, warrant, subpoena or summons, or similar process authorized by law. We may also disclose PHI when the information is needed: 1) for identification or location of a suspect, fugitive, material witness or missing person, 2) about a victim of a crime, 3) about an individual who has died, 4) in relation to criminal conduct on CirclesX premises, or 5) in emergency circumstances to report a crime, the location of the crime or victims, or the identity, description, or location of the person who committed the crime.
As required by law —
CirclesX must disclose your PHI if required to do so by federal, state, or local law.
Public Health — CirclesX may disclose PHI for public health activities. These activities generally include: 1) disclosures to a public health authority to report, prevent or control disease, injury, or disability; 2) disclosures to report births and deaths, or to report child abuse or neglect; 3) disclosures to a person subject to the jurisdiction of the Food and Drug Administration (FDA) for purposes related to the quality, safety or effectiveness of an FDA-regulated product or activity, including reporting reactions to medications or problems with products or notifying people of recalls of products they may be using; 4) disclosures to notify a person who may have been exposed to a disease or may be at risk for contracting or spreading a disease or condition; and 5) disclosures to an employer about an employee to conduct medical surveillance in certain limited circumstances concerning work-place illness or injury.
Disclosure about victims of abuse, neglect, or domestic violence —
CirclesX may disclose PHI about an individual to a government authority, including social services, if we reasonably believe that an individual is a victim of abuse, neglect, or domestic violence.
Health oversight activities — CirclesX may disclose PHI to a health care oversight agency for activities authorized by law such as audits, civil, administrative, or criminal investigations and proceedings/actions, inspections, licensure/disciplinary actions, or other activities necessary for appropriate oversight of the health care system, government benefit programs, and compliance with regulatory requirements and civil rights laws.
Coroners, medical examiners, and funeral directors —
CirclesX may disclose PHI to a coroner, medical examiner, or funeral director for the purpose of identifying a deceased person, determining cause of death, or for performing some other duty authorized by law.
Organ and Tissue Donation — If requested, CirclesX may disclose PHI to organizations that handle organ procurement, or eye and tissues donation banks, or other health care organization as needed to make organ and tissue donation and transplantation possible.
Personal Representative —
CirclesX may disclose PHI to your personal representative, as established under applicable law, or to an administrator, executor, or other authorized individual associated with your estate.
Correctional institution —
CirclesX may disclose the PHI of an inmate or other individual when requested by a correctional institution or law enforcement official for health, safety, and security purposes.
Serious threat to health or safety —
CirclesX is allowed to disclose PHI when it has a good faith belief that the disclosure (1) is necessary to prevent or lessen a serious and/or imminent threat to the health or safety of the patient or others and (2) is to a person or persons reasonably able to prevent or lessen the threat.
Research —
CirclesX may use and disclose PHI for research purposes. Limited data or records may be viewed by researchers to identify patients who may qualify for their research project or for other similar purposes, so long as the researchers do not remove or copy any of the PHI. Before we use or disclose PHI for any other research activity, one of the following will happen: 1) a special committee will determine that the research activity poses minimal risk to privacy and that there is an adequate plan to safeguard PHI; 2) if the PHI relates to deceased individuals, the researchers give us assurances that the PHI is necessary for the research and will be used only as part of the research; or 3) the researcher will be provided only with information that does not identify you directly.
Government functions —
In certain situations, CirclesX may disclose the PHI of military personnel and veterans, including Armed Forces personnel, as required by military command authorities. Additionally, we may disclose PHI to authorized officials for national security purposes, such as protecting the President of the United States, conducting intelligence, counter-intelligence, other national security activities, and when requested by foreign military authorities.
Disclosures will be made only in compliance with U.S. Law.
Workers’ compensation —
As authorized by applicable laws, CirclesX may use or disclose PHI to comply with workers’ compensation or other similar programs established to provide work-related injury or illness benefits.
De-identified Information and Limited Data Sets —
CirclesX may use and disclose health information that has been “de-identified” by removing certain identifiers making it unlikely that you could be identified. CirclesX also may disclose limited health information, contained in a “limited data set”. The limited data set does not contain any information that can directly identify you. For example, a limited data set may include your city, county and zip code, but not your name or street address.
Other Uses and Disclosures of PHI
For purposes not described above, including uses and disclosures of PHI for marketing purposes and disclosures that would constitute a sale of PHI, CirclesX will ask for patient authorization before using or disclosing PHI. If you signed an authorization form, you may revoke it, in writing, at any time, except to the extent that action has been taken in reliance on the authorization.
Additional Safeguards and Protections
CirclesX employs additional safeguards for PHI that is subject to protection under other federal and state laws, for example, relating to mental health, HIV/AIDS, and genetic testing. Additionally, federally assisted alcohol and drug treatment programs are subject to restrictions on the use and disclosure of alcohol and drug abuse treatment information. As applicable, CirclesX will obtain your permission before disclosing the information to other health care providers who are not involved in your treatment program or care.
Information Breach Notification
CirclesX is required to provide patient notification if it discovers a breach of unsecured PHI unless there is a demonstration, based on a risk assessment, that there is a low probability that the PHI has been compromised. You will be notified without unreasonable delay and no later than 60 days after discovery of the breach. Such notification will include information about what happened and what can be done to mitigate any harm.
Patient Rights Regarding PHI
Subject to certain exceptions, HIPAA establishes the following patient rights with respect to PHI:
Right to Receive a Copy of the CirclesX Notice of Privacy Practices —
You have a right to receive a copy of the CirclesX Notice of Privacy Practices at any time by contacting us at legal@CirclesX.com, calling us at 832-916-2001 and select option 7 for the CirclesX HIPAA Privacy Officer, or by sending a written request to: HIPAA Privacy Officer, CirclesX, 12335 Kingsride Lane #418, Houston, TX 77024. This Notice will also be posted on the CirclesX Internet site at www.CirclesX.com
Right to Request Limits on Uses and Disclosures of your PHI —
You have the right to request that we limit: 1) how we use and disclose your PHI for treatment, payment, and health care operations activities; or 2) our disclosure of PHI to individuals involved in your care or payment for your care. CirclesX will consider your request, but is not required to agree to it unless the requested restriction involves a disclosure that is not required by law to a health plan for payment or health care operations purposes and not for treatment, and you have paid for the service in full out of pocket. If we agree to a restriction on other types of disclosures, we will state the agreed restrictions in writing and will abide by them, except in emergency situations when the disclosure is for purposes of treatment.
Right to Request Confidential Communications —
You have the right to request that CirclesX communicate with you about your PHI at an alternative address or by an alternative means. CirclesX will accommodate reasonable requests.
Right to See and Receive Copies of Your PHI —
You and your personal representative have the right to access PHI consisting of your laboratory test results or reports ordered by your physician. Within 30 days after our receipt of your request, you will receive a copy of the completed laboratory report from CirclesX unless an exception applies. Exceptions include a determination by a licensed health care professional that the access requested is reasonably likely to endanger the life or safety of you or another person, and our inability to provide access to the PHI within 30 days, in which case we may extend the response time for an additional 30 days if we provide you with a written statement of the reasons for the delay and the date by which access will be provided. You have the right to access and receive your PHI in an electronic format if it is readily producible in such a format. You also have the right to direct CirclesX to transmit a copy to another person you designate, provided such request is in writing, signed by you, and clearly identifies the designated person and where to send the copy of your PHI. To request a copy of your PHI:
Ask for a courtesy copy when you visit a CirclesX patient service center for specimen collection.
Ask a CirclesX patient service technician for information on how to open a CirclesX patient portal account to receive your laboratory reports electronically.
Complete the CirclesX HIPAA Patient Request Form.
Contact the Privacy Officer at 832-916-2001 or by e-mail at legal@CirclesX.com.
Right to Receive an Accounting of Disclosures —
You have a right to receive a list of certain instances in which CirclesX disclosed your PHI. This list will not include certain disclosures of PHI, such as (but not limited to) those made based on your written authorization or those made prior to the date on which CirclesX was required to comply. If you request an accounting of disclosures of PHI that were made for purposes other than treatment, payment, or health care operations, the list will include disclosures made in the past six years, unless you request a shorter period of disclosures. If you request an accounting of disclosures of PHI that were made for purposes of treatment, payment, or health care operations, the list will include only those disclosures made in the past three years for which an accounting is required by law, unless you request a shorter period of disclosures.
Right to Correct or Update your PHI —
If you believe that your PHI contains a mistake, you may request, in writing, that CirclesX correct the information. If your request is denied, we will provide an explanation of the reasoning for our denial.
How to Exercise Your Rights
To exercise any of your rights described in this notice, you must send a written request to: HIPAA Privacy Officer, CirclesX, 12335 Kingsride Lane #418, Houston, TX 77024. Except, patients may update insurance and/or billing information through our website or by contacting the Patient Billing Department using the phone number indicated on the billing invoice.
How to Contact Us or File a Complaint
If you have questions or comments regarding the CirclesX Notice of Privacy Practices, or have a complaint about our use or disclosure of your PHI or our privacy practices, please contact: legal@CirclesX.com, call us at 832-916-2001 and ask for the CirclesX HIPAA Privacy Officer, or send a written request to: HIPAA Privacy Officer, CirclesX, 12335 Kingsride Lane #418, Houston, Texas 77024.
You also may file a complaint with the Secretary of the U.S. Department of Health and Human Services. CirclesX will not take retaliatory action against you for filing a complaint about our privacy practices.
Changes to the CirclesX Notice of Privacy Practices
CirclesX reserves the right to make changes to this notice and to our privacy policies from time to time. Changes adopted will apply to any PHI we maintain about you. CirclesX is required to abide by the terms of our notice currently in effect. When changes are made, we will promptly update this notice and post the information on the CirclesX website at www.CirclesX.com. Please review this site periodically to ensure that you are aware of any such updates.
3.0 Limitations and disclaimers of liability
3.1 Warranty disclaimer
3.1.1. NO WARRANTIES. CirclesX — for itself, its suppliers, and the CirclesX Protected Group, defined below — DISCLAIMS all warranties, representations, conditions, and terms of quality, whether express or implied, for: (i) the Platform itself; (ii) the software, mobile or otherwise, used to access the Platform; and (iii) the transaction(s) that you arrange using the Platform.
3.1.2. DISCLAIMER OF LIABILITY. CIRCLESX DISCLAIMS ANY RESPONSIBILITY FOR: THE ACTIONS, ERRORS, OR OMISSIONS OF ANY PLATFORM USER; THE TRUTH OR ACCURACY OF ANY INFORMATION PROVIDED BY ANY PLATFORM USER; THE FAILURE BY ANY PLATFORM USER TO COMPLY WITH THESE TERMS OF USE OR APPLICABLE LAW.
3.1.3. LIMITATION OF LIABILITY:
(a) General limitation: To the extent permitted by law, the total liability of CirclesX Protected Group for any claim is limited to $100 USD. You agree that NO ONE IN THE CIRCLESX PROTECTED GROUP (defined below) WILL EVER OWE YOU MORE THAN THAT AMOUNT FOR ANY CLAIM OF HARM TO YOUR PERSON OR PROPERTY— of any kind, and under any kind of legal theory — that might arise out of or relate to (i) this Agreement, and/or (ii) your use of the Platform as a seller and/or as a buyer.
(b) Special limitation of liability for shipments: The MAXIMUM TOTAL LIABILITY of all members of the CirclesX Protected Group, combined, for damage to, or loss or non-delivery of, any shipment of goods arranged using shipping-related features of the Platform — from any and all causes, and under any and all legal- and equitable theories — will be USD $500.00 in the aggregate. For this purpose, the term “shipment” refers collectively to all items shipped, using the Platform, in a single delivery trip.
3.1.4.Disclaimer of Consequential, Punitive or Special Damages: You WAIVE any and all claims for consequential, incidental, punitive, exemplary, or special damages. For added clarity, “consequential” damages refers to monetary loss from “uncommon harm,” i.e., harm that might have been foreseeable but that would not normally be expected to occur in the usual course of things; all such damages are WAIVED even if any member of the CirclesX Protected Group had reason to know, or actually knew, of the possibility of the uncommon harm.
3.1.5. California release law: You WAIVE any applicable benefit of Section 1542 of the California Civil Code, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
3.2 Other liability-limitation matters
3.2.1. Definition: The term “CirclesX Protected Group” refers to:
(a) CirclesX itself;
(b) its parent company or companies, subsidiaries, and affiliates, if any (to be interpreted in the broadest possible manner); and
(c) the officers, directors, employees, managers, members, partners, limited partners, agents and owners of each of the individuals and organizations listed in subdivisions (a) and (b).
3.2.2. Expanded application: The warranty disclaimer and limitations of liability of this section 4 are intended to be enforced to the maximum extent permitted by law:
(a) regardless whether the relevant claim or claims for monetary relief are based on rights under this Agreement; the law; or any other theory or argument;
(b) regardless whether any member of the CirclesX Protected Group knew or should have known about a particular risk;
(c) independently of one another, even if any particular remedy is held to have failed of its essential purpose.
3.2.3. Consumer law: Depending on the applicable law, some of the provisions of this section 4 might not apply to you.
4.0 General provisions
4.1 Amendment of this Agreement
4.1.1. CirclesX revision of this Agreement: We may revise any part or parts of this Agreement from time to time (but on a going-forward basis only).
(a) We will attempt to notify you of any revision to this Agreement by email and/or on the mobile app at least five business days before the effective date of the revision; we will specify that date in the notification. (If we need to revise this Agreement for legal reasons or to accommodate new functions or features of the Platform or its software, the revisions will take effect as soon as we make the notification.)
(b) If you do not wish to agree to the revision, you must cease using the Platform; if you do cease using the Platform, then the revision to this Agreement will not go into effect as to you.
(c) Otherwise, except as provided below, if you do use the Platform on or after the effective date of the revision, then that will constitute your agreement to the revision, and the revised Agreement will take effect retroactively as of the effective date of the revision specified in the notification.
4.1.2. Exception: If, before the effective date of a CirclesX revision to this Agreement, you have notified us of a claim against CirclesX by you, then:
(a) You may advise us by email, no later than that effective date, that you wish for the claim to be controlled by the pre-revision version of this Agreement, in which case it will be so.
(b) Your email under subdivision (a) must be from the email address that we have on file for you as a user of the Platform.
(c) If you do not so advise us, then the revised version of this Agreement will govern your claim.
4.1.3. May you modify this Agreement? No, unless an authorized representative CirclesX agrees in writing.
4.2 Intellectual property
4.2.1. Who owns the copyrights, trademarks, and other intellectual property associated with the Platform? Not you. (This might seem flippant, but it’s succinct, which helps keep the length of this document down.) Among other things, this means that you must not use any content or trademarks on the Platform without permission from its owner.
4.3 Arbitration
4.3.1. Arbitration requirement:
(a) Any “Covered Dispute” (defined in section 4.3.9) is to be resolved by binding arbitration in accordance with the Consumer Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”) in effect as of the date the demand for arbitration is submitted to the AAA.
(b) The Rules are available at www.adr.org; the current version of the Rules (as of the version date of this Agreement) can be found at https://www.adr.org/sites/default/files/Consumer Rules.pdf.
(c) (c) Rule R-9 of the AAA Consumer Arbitration Rules provides a procedure for a party to opt out of arbitration for small claims; if either you or we opt out of arbitration under that rule, then the Covered Dispute is to be brought exclusively in a small-claims court in the seat of the county of your residence at the time the dispute arose.
4.3.2. Final-offer (“baseball”) arbitration:
(a) All Covered Disputes heard by an arbitral tribunal are to be decided in accordance with the supplementary rules for final-offer arbitration of the International Centre for Dispute Resolution (“ICDR,” a division of the AAA); as of the date of this Agreement those rules can be found at ADR Final
(b) If the Covered Dispute is heard by a small-claims court under AAA Consumer Rule R-9: You and we jointly request that the court decide the dispute by selecting from the parties’ final offers substantially in accordance with the ICDR supplementary rules referred to in subdivision (a).
4.3.3. Streamlining: The arbitration tribunal is authorized and directed to take all reasonable steps to expedite and streamline the arbitration proceedings while giving each party a fair opportunity to present evidence, including but not limited to granting judgment on the pleadings and/or partial- or complete summary judgment when warranted by the facts and the law.
4.3.4. Class- or collection-action arbitration is not allowed.
4.3.5. Limitation on arbitrator authority: The arbitral tribunal will have no power:
(a) to award punitive damages, exemplary damages, multiple (e.g., treble) damages, consequential damages, or similar relief; nor
(b) to order punitive sanctions against a party, in respect of an issue (or multiple issues), in the form of (i) preclusion of evidence or defense concerning the issue; or (ii) entry of judgment concerning the issue.
4.3.6. Delegation: Any determination of arbitrability — including without limitation any determination whether this arbitration agreement is enforceable and whether class- or collective-action arbitration is allowed for a particular dispute — is delegated to the arbitration tribunal.
4.3.7. Preliminary relief: We (or any of our affiliates owning intellectual property used in the Platform) may apply to any court for an injunction or other relief to protect intellectual property rights without waiving the right to compel arbitration.
4.3.8. Definition: The term “Covered Dispute” refers to any action or other dispute, in any forum, arising out of or relating to this Agreement or any transaction, or relationship, or occurrence resulting from it. ; In case of doubt, the term encompasses, without limitation, any and all claims that either you or we might bring, such as (again, without limitation) any claim of fraudulent inducement to enter into the Agreement generally and/or into this arbitration agreement specifically.
4.4 Other provisions
4.4.1. Assignment of this Agreement: You may not assign this Agreement, nor any right under it, without our prior written consent, which we may grant or withhold in our sole discretion. We may assign this Agreement in our sole discretion.
4.4.2. Enforceability: If one or more terms in this Agreement is held to be unenforceable, that won’t affect the enforceability of the remaining terms.
4.4.3. Entire agreement: This Agreement is the entire, final, and exclusive agreement between you and us concerning your use of the Platform and our responsibility for it; any prior discussions between us, whether oral or written, are superseded by this Agreement.
(From time to time we might (in our sole discretion) create special offers for things such as (for example) reward programs; referral programs; and the like. Such programs, if any, will be subject to this Agreement and to any supplemental terms that we announce in connection with the relevant offer.)
NOTE: The trading features available on the Platform are governed by the Trading Platform General Terms and Conditions.
4.4.4. Forum selection: Any Covered Dispute (defined in section 4.3.9) that is not required to be arbitrated — notably but not exclusively, actions to confirm or vacate an arbitration award — or brought in a small-claims court (see section 4.3.1(c)) must be brought and maintained exclusively in the courts having jurisdiction in Houston, Harris County, Texas; each party submits to the jurisdiction of those courts for this purpose. If applicable law would not allow jurisdiction there, then the courts having jurisdiction in the largest city in the state of your residence will have exclusive jurisdiction.
4.4.5. Governing law: This Agreement is to be governed and enforced, and any Covered Dispute (defined in section 4.3.9) is to be decided, in accordance with the internal laws of the State of Texas that would apply to contracts made and performed entirely in Texas by residents of that state. NOTE: See the Trading Platform General Terms and Conditions for the law governing the trading-features agreement.
4.4.6. Parties’ relationship: Because the Platform is a “forward market,” sellers will not be receiving a W-2 or a Form 1099-MISC from CirclesX; you acknowledge that you are not entitled to any benefits from CirclesX or any related company, apart from any reimbursements due to you under this Agreement.
4.4.7. Language: By express agreement of the parties, this Agreement is written in and shall be interpreted for all purposes in accordance with the English language as used in the United States of America. (French translation: Les parties conviennent expresssément que le présent Accord ainsi que toutes ses annexes seront rédigés en langue Anglaise et interprétés par référence à la terminologie utilisée aux Etats-Unis.)
4.4.8. No collusion: You must not permit or knowingly help a third party to do something that this Agreement prohibits you from doing.
4.4.9. Personal information : You agree that we may store and use your personal information as stated in the CirclesX privacy policy at Privacy Policy.
4.4.10. Reliance disclaimer: You acknowledge that you are not relying — and you agree not to rely — on any representation, warranty, recommendation, advice, statement, or other communication, written or oral, by us, OTHER THAN those expressly stated in this Agreement.
4.4.11. Termination for breach: CirclesX may terminate your Platform privileges (in addition to any other remedies) if you fail to comply with this Agreement.
4.4.12. Third-party beneficiaries: Neither you nor we intend to confer benefits on any third parties.
4.4.13. Third-party content: From time to time we might display third-party content as part of the Platform (for example, traffic- or weather information). WE ARE NOT RESPONSIBLE for any inaccuracies or other issues with such third-party content. We reserve the right to remove such content in our sole discretion, but we do not commit to screening or policing such content.
4.4.14. User-to-user disputes: We have no obligation to “referee” or otherwise get involved in any dispute between two Platform users.
4.4.15. Waivers: If you don’t comply with this Agreement on a particular occasion and we “let it go,” we will still have the right to take action for any future compliance failure.
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