Squarespace Circle Terms of Participation
Squarespace, Inc. (“Squarespace”) provides its users with access to certain materials to help them create and manage websites by providing content, website hosting services, communication tools and forums, mobile applications, ecommerce tools, the Circle and Exclusive Benefits (each as defined below), and related services (collectively, “Services”). The Squarespace Circle program (the “Circle”) is a program designed to support the community of creators, developers, and designers who use the Services to build websites for themselves, as well as their customers and clients (“Clients”). Each member of the Circle is a “Member” and holds a “Membership”.
Your application for Membership, and your Membership, are subject to your acceptance of and compliance with these Squarespace Circle Terms of Participation (the “Circle Terms”), the Squarespace Terms of Service (the “Squarespace Terms”), the Civilized Discourse Construction Kit, Inc. Terms of Service (“Discourse Terms”) (collectively, the “Agreement”), and any modifications to the Agreement which may be posted periodically online. In the event of a conflict or inconsistency, the Squarespace Terms shall govern, followed by the Circle Terms.
By accepting the Agreement, you agree that you are binding both you and your business (if applicable) to the Agreement and you represent that you are authorized to do so.
To qualify for Membership, you must be a contributor on three (3) or more active sites on Squarespace within the past six (6) months, and you must provide additional qualifying information requested on the Circle application site (collectively, the “Requirements”).
Squarespace may, in its sole discretion: (a) modify the Requirements, (b) grant your Membership, or (c) terminate your Membership. You understand that satisfaction of the Requirements does not guarantee Membership, or continued Membership, the Requirements.
You shall provide current, complete, and accurate information for your Circle application and, if accepted, for the creation of your Circle profile, and you shall maintain this information as current, complete, and accurate throughout your Membership.
2. Exclusive Benefits; Your Clients
As a Member, you may provide website design and development services to your Clients using the Services (“Client Development Services”). Your Membership may also include access to certain exclusive Circle benefits (the “Exclusive Benefits”). You acknowledge and agree that Squarespace may modify or terminate the Circle or the Exclusive Benefits, in its sole discretion, in whole or in part, with or without notice.
Subject to your Membership, Squarespace grants to you a non-exclusive, non-sublicensable, non-transferable, royalty-free, revocable, limited license to use the Circle badge (the “Circle Badge”) for the sole purpose of advertising your Client Development Services (such limited right and license, the “Logo License”). Squarespace may terminate or suspend the Logo License in its sole discretion, with or without notice. Termination of your Membership will result in immediate termination of your Logo License.
The SQUARESPACE word mark, the Squarespace interlocking-S icon mark, the Circle Badge, and other Squarespace graphics, logos, designs, page headers, button icons, scripts, taglines, slogans, and service marks (together, the “Squarespace Marks”) are registered trademarks, trademarks, or trade dress of Squarespace in the U.S. and other countries. You may use the Squarespace Marks only in accordance with the Squarespace Trademark Usage guidelines posted at http://www.squarespace.com/trademark-guidelines. Except as set forth in this Section, you do not acquire any right, title or interest in or to the Squarespace Marks. Your use of the Squarespace Marks (including any goodwill associated with such use) will inure solely to the benefit of Squarespace.
Notwithstanding anything to the contrary herein, you may not refer to yourself as sponsored by, affiliated with, or endorsed by Squarespace (provided that you may refer to yourself as a Member during the term of your Membership). NEITHER THESE TERMS NOR YOUR MEMBERSHIP SHALL CREATE ANY AGENCY, PARTNERSHIP, OR JOINT VENTURE BETWEEN YOU AND SQUARESPACE.
You agree not to issue any public announcement regarding the existence or content of the Circle or your (or your business’s) relationship with Squarespace unless such approval is expressly provided in advance in writing by Squarespace.
Squarespace has affiliated legal entities around the world (“Affiliates”). Sometimes, these Affiliates will provide all or part of the Services to you on behalf of Squarespace and are third party beneficiaries to the Agreement. Other than such Affiliates, there are no third party beneficiaries to the Agreement.
3. Use of Your Data
If you submit content to Squarespace in connection with your participation in the Circle, you retain ownership of any intellectual property rights that you hold in that content.
When you submit content to the Circle, you grant to Squarespace and its Affiliates (including its third party hosting providers acting on its behalf, including without limitation Civilized Discourse Construction Kit, Inc.) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from any changes to formatting or file type which we might make to allow your content to work better), communicate, publish, publicly perform, publicly display, and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving the Services, including without limitation the Circle. This license continues even if your participation in the Circle ends, unless you elect to remove your content from the Circle before that time. You represent and warrant that you have the necessary rights to grant us this license for any content that you submit.
If you provide any comments, suggestions, ideas, feedback or other information (collectively, “Feedback”) in connection with the Services, you grant to Squarespace an unlimited, worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use such Feedback for any purpose without any obligation or compensation to you or any other party.
Squarespace may also share individual and aggregated information about your interactions with the Circle in order to improve the Services.
4. Use of the Services By You
In participating in the Circle, you agree to use the Services only for purposes that are permitted by the Agreement, and to comply with all applicable laws, including without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010.
The Circle is provided by Squarespace solely for Members. Unless otherwise authorized in writing by Squarespace, you will not reproduce, copy, display, share, trade or resell any Circle materials including without limitation the Exclusive Benefits.
You will not use the Services in any manner that does or could potentially undermine the security of Squarespace, or interfere with or disrupt the Services. In addition, you will not, and will not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Services; (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Services; (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services; (d) use any automated means or form of scraping or data extraction to access, query or otherwise collect information about the Circle, your Clients or other Members; or (e) use the Services for any other unauthorized or unlawful purpose.
You are responsible for access to and use of your Circle account, including maintaining the confidentiality of passwords associated with any account you use to access the Circle, the Exclusive Benefits, or any additional Services. You agree to notify Squarespace immediately of any unauthorized use of your username or password or any other breach of security regarding any Services.
Persons and/or entities restricted by export controls and sanctions programs are not eligible to participate in the Circle.
“Confidential Information” means financial, business, legal and technical information that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information shall include without limitation: (a) the Exclusive Benefits; (b) any posts by Squarespace, or current or former Members, to the Discourse-hosted Circle community forum (the “Member Forum”); and (c) any logins and passwords associated with any account you use to access the Services. Confidential Information shall not include any information that is rightfully known to you without restriction before receipt, is rightfully disclosed to you without restriction by a third party, is or becomes generally known to the public without violation of the Agreement by you, or is independently developed by you without access to or reliance on such information.
Unless otherwise indicated by Squarespace in writing, you agree that you will only use Confidential Information as permitted herein, and you will not disclose, sell, license, transfer, or otherwise make available any Confidential Information to any person or entity (including without limitation your Clients), except to affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. Your confidentiality obligations, as they apply to any Confidential Information disclosed prior to termination, will survive termination until you can document that the Confidential Information falls into one of the exceptions set forth above.
6. Term and Termination
The Term of the Agreement shall begin on the date on which you accept the Agreement, and shall continue until the Agreement is terminated by you or Squarespace (“Term”).
Termination By You
Your Membership is entirely voluntary. You may terminate your Membership at any time by sending notice to Squarespace at firstname.lastname@example.org using the email address you provided at registration, or by ceasing to use the Services.
Termination by Squarespace
Squarespace is continually innovating and developing new Services in order to provide the best possible experience for its customers and Members. You acknowledge and agree that Squarespace may terminate the Circle, in its sole discretion, in whole or in part, with or without notice. Termination of the Circle shall terminate this Agreement. You also acknowledge and agree that Squarespace may terminate your Membership in its sole discretion, with or without notice. Squarespace may terminate your Membership if, by way of example (and without limitation): Squarespace believes you have breached any provision of the Terms, Squarespace receives complaints about your Client Development Services, Squarespace is required to do so by law (for example, where the provision of the Circle to you is, or becomes, unlawful), or the provision of the Circle to you is no longer commercially viable. Squarespace may terminate your Membership by sending an email to the email address which you provided as part of registration, or by blocking your access to the Circle.
Effect of Termination
Upon termination of the Circle, or your Membership, you agree that you will no longer be permitted to receive or benefit from the Exclusive Benefits, you will no longer be permitted to access the Member Forum, and you will immediately discontinue any use of the Circle Badge. The Sections titled “Use of Your Data”, “Confidentiality”, “Term and Termination”, “Representations”, “Exclusion of Warranties”, “Limitation of Liability”, “Indemnification”, and “Miscellaneous” shall survive termination of this Agreement.
As a Member, you represent that: (a) you have full right power and authority to enter into this Agreement and perform all of your obligations hereunder; (b) you are in full compliance with all terms of the Agreement; (c) you will comply with all applicable laws in connection with the Agreement; and (d) any content you use, post, distribute, or share in connection with your Membership, including without limitation any content posted to the Member Forum, will not infringe on the intellectual property, privacy, publicity, or other rights of any third party.
As a Member, you further represent that you will engage in good faith efforts to provide the Client Development Services to your Clients in a satisfactory manner. Additionally, you agree to inform your Clients that: (a) you are not sponsored by, affiliated with, or endorsed by Squarespace (provided that you may refer to yourself as a Member during the term of your Membership); (b) Squarespace is not a party to any agreement, whether written or oral, entered into between you and your Clients; (c) Squarespace makes no representations or warranties about the quality of the services you provide to your Clients; and (d) Squarespace is in no way responsible for performing any services agreed upon between you and your Clients.
8. EXCLUSION OF WARRANTIES
THE SERVICES ARE PROVIDED “AS IS” AND AT YOUR OPTION AND RISK WITHOUT WARRANTY OF ANY KIND. SQUARESPACE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FURTHER, SQUARESPACE DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SERVICES WILL MEET ANY OR ALL OF YOUR REQUIREMENTS OR THAT SUCH USE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY
NOTHING IN THE TERMS WILL EXCLUDE OR LIMIT SQUARESPACE’S LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SUBJECT TO THE FOREGOING, SQUARESPACE, ITS AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU FOR: (A) ANY SPECIAL, INCIDENTAL, INDIRECT, DIRECT, EXEMPLARY, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA, BUSINESS, CLIENTS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES (INCLUDING WITHOUT LIMITATION THE CIRCLE), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SQUARESPACE SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (1) ANY CHANGE WHICH SQUARESPACE MAY MAKE TO THE SERVICES OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES; (2) YOUR FAILURE TO PROVIDE SQUARESPACE WITH ACCURATE REGISTRATION OR ACCOUNT INFORMATION; (3) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL AND THE CONSEQUENT ACCESS AND USE OF YOUR ACCOUNT BY ANOTHER; OR (4) ANY FRAUDULENT USE OF THE SERVICES BY YOU. IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SQUARESPACE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED FIFTY U.S. DOLLARS (US$50.00). ANY CLAIM ARISING OUR OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You will defend, indemnify and hold harmless Squarespace, its Affiliates, and each of their officers, directors, employees, agents, licensors, successors and assigns (the “Indemnified Parties”) from and against any third party claims, liabilities, or costs (including reasonable attorneys’ fees) arising out of: (a) your Membership; (b) any products or services you offer in connection with the Circle or the Exclusive Benefits, including without limitation your provision of Client Development Services; (c) any breach or violation of the Agreement by you or anyone utilizing your account; and (d) any content you post to the Member Forum. Each Indemnified Party shall be entitled to participate in the defense of any such claims in its sole discretion, and no settlement shall be binding upon such Indemnified Party without its express written consent, which may be withheld in its sole discretion.
You may not assign or transfer this Agreement without the prior written consent of Squarespace. Squarespace may subcontract, assign, or transfer any part of the Agreement in its sole discretion. All claims arising out of or relating to the Agreement will be governed by the laws of the State of New York without regard to its conflicts of laws provisions, and exclusive jurisdiction and venue for any action arising under the Agreement shall be in the federal and state courts located in New York City. You consent to such jurisdiction and venue for this purpose. THE PARTIES EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CLAIMS BASED ON CONTRACT, TORT, OR NEGLIGENCE. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THE AGREEMENT. The Squarespace Terms and Circle Terms may be modified by Squarespace at any time to reflect changes in how Squarespace makes the Circle generally available. The parties agree that such modification will be binding on both parties if you access and use the Circle, or if made by Squarespace in writing (including by Squarespace posting changes) online. If any term (or part of a term) of the Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Terms. The Agreement sets out all terms agreed between the parties relating to the subject herein, and supersedes all other agreements between the parties relating to its subject matter.
Appendix A: Exclusive Benefits
Exclusive Benefits are:
- exclusive content relating to Members’ provision of Client Development Services;
- six (6) month trial period for cover pages, websites or online stores;
- Member-specific treatment from Squarespace customer care;
- access to the Member Forum; and
- Membership emails relating to the Circle, new features, product releases and tips concerning the provision of Client Development Services.