Terms & Services

a) During the Term of this Agreement, You shall pay Us the fees at the rates and on the schedule set forth in the applicable executed SOW subject to adjustment as provided herein. Client understands and agrees that the estimated fees set forth on the SOW may be subject to change should Client request a change in the Services or timeline in which the Services are to be completed.

b) Circa requires an initial deposit up to 50% of the estimated fees set forth on the applicable SOW (the “Initial Deposit”), which will be applied to Your invoices until exhausted. Circa shall be under no obligation to commence the Services until such Initial Deposit is paid. As the Initial Deposit is applied, Circa will send Client an itemized paid invoice receipt for their records. Once the Initial Deposit is exhausted, Circa will invoice Client on the first day of each month for applicable fees and expenses, which shall be due within thirty (30) days after Client’s receipt.

c) Client acknowledges and agrees that the estimated fees set forth on the applicable SOW solely represents Circa’s designer fees. The Services, may require additional outside costs, including, but not limited to, printing, photography, licenses or hosting fees, which will be billed directly to Client, unless otherwise stated in the SOW. We will make every reasonable effort to keep Client apprised of any additional costs.

d) Client will promptly reimburse Circa for any and all reasonable expenses incurred in the performance of the Services under this Agreement on Client’s behalf.

e) All invoices shall bear interest at the rate equal to the lesser of (i) 1.5% per month, or (ii) the maximum rate permitted by applicable law, from the date on which payment was due until the date on which Circa receives the payment. We reserve the right to suspend all services without notice if invoices for any services rendered are not received within 30 days of the date such payment is due.

f) In the event that Client desires that Circa provide additional services outside of those set forth on the SOW (the “Additional Work”), Client will pay Circa for the Additional Work according to the rates set forth the applicable change order executed by both parties.

g) Client understands and agrees that the fees represent compensation paid to Circa in exchange for Circa providing dedicated resources poised to deliver the Services to Client, excluding weekends, U.S. Federal holidays, and planned days off. Circa shall not be obligated to provide Client with any services not set forth in the SOW. Payments rendered are considered fully earned and non-refundable.

h) If Client in good faith disputes any portion of any invoice, Client shall notify Circa within 60 days following the date on the applicable invoice or the date of the applicable payment issue event. Such notice shall provide written documentation identifying and substantiating the disputed amount. Without limiting the foregoing, if a party fails to report a dispute within such 60-day period, then such party shall have waived its right to dispute such invoice. The parties agree to cooperate in good faith to resolve any dispute within thirty (30) days after a party receives written notice of the dispute from the other party. Any disputed amounts resolved in favor of Client shall be credited to Client’s account on the next invoice following resolution of the dispute. Any disputed amounts determined to be payable to Circa shall be due within fifteen (15) days of the resolution of the dispute.

In order for Circa to effectively provide the Services, Client understands and agrees that is shall be responsible for the following:

a) Promptly communicating with and responding to Circa, and/or its representatives.
b) Timely providing any necessary information and deliverables needed to perform the Services.
c) Approving, implementing, and following any recommendations provided by Circa.

a) Indemnity. You shall defend, indemnify, and hold Circa and its affiliates, owners, subcontractors, directors, officers, employees, agents, successors and assigns, harmless from and against any and all claims, actions, causes of action, demands, rights, damages of any kind, costs, loss of profit, expenses and compensation whatsoever including court costs and attorney’s fees (“Claims”), in any way arising from, or in connection (i) the breach by Client of any of its duties, obligations, representations, or warranties under this Agreement, (ii) the relationship between Client and any third party, (iii) Client’s or Client’s employee, contractor, agent, or representative, actions or omissions, (iv) any third-party claim or action alleging that the Client’s data (“Client Data”) infringes a copyright or misappropriates any trade secrets enforceable in the country(ies) where the Client Data is accessed, provided to or received by Circa or was improperly provided to Circa in violation of Client’s privacy policies or applicable laws (or regulations promulgated thereunder), or (v) personal injury or property damage that arise from or out of Client’s or its affiliate’s negligence or willful misconduct. The term “property” as used in this Section shall include real, personal, tangible, and intangible property.

b) Disclaimers. Circa’s responsibility to Client is limited to providing certain recommendations based on Circa’s relevant knowledge, training and experiences. Client specifically acknowledges and agrees that (i) Circa’s role is that of providing such recommendations to Client, (ii) Circa is not responsible for ensuring that Client or its representative’s follow Circa’s recommendations, (iii) Circa does not guaranty any particular result or outcome by following Circa’s recommendations; (iv) all services and recommendations are provided “AS-IS” and “WITH ALL FAULTS, ERRORS, BUGS AND DEFECTS” and Circa disclaims all representations and warranties of any kind, express or implied, including without limitation, any warranties related to (a) merchantability, (b) fitness for a particular purpose, (c) non-infringement, (d) course of dealing, and (e) course of performance.

c) LIMITATION OF LIABILITY. IN NO EVENT SHALL CIRCA OR ANY OF ITS AFFILIATES, OWNERS, SUBCONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS BE HELD LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, PROPERTY OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, OR OTHER COSTS ARISING OUT OF THIS AGREEMENT. IN NO EVENT SHALL OUR LIABILITY FOR SERVICES UNDER THIS AGREEMENT EXCEED THE FEES YOU ACTUALLY PAID TO US WITHIN THE THREE (3) MONTHS PRIOR TO THE ACT OR OMISSION GIVING RISE TO THE CLAIM.

a) Intellectual property rights of third party materials shall be owned by the respective third parties. Circa will inform Client of all third-party materials to be procured by Circa that Client may need to license at Client’s own expense. Unless otherwise arranged by Client, Circa will obtain a license for Client to use the third party materials incorporated in any deliverables consistent with the usage rights granted herein.

b) Circa agrees that all work product created, developed, or conceived by Circa including, but not limited to, any and all processes, designs, drawings, images, videos, photos, records, materials, and any other intellectual property developed by Circa (a) exclusively to perform the Services or otherwise fulfill its obligations under this Agreement or (b) while utilizing Client’s Trade Secrets or Confidential Information (unless otherwise authorized in writing by the parties) are a “work made for hire” within the meaning of the Copyright Act of 1976, as amended and are Client’s exclusive property, including any intellectual property rights thereto. Notwithstanding the foregoing, in the event that Client fails to pay for the Services, or any portion thereof, as such payments become due, Circa may withhold delivering the work product until all payments are paid.

c) Unless otherwise stated, all original (non-royalty-free) illustration and photography is purchased for one-time use only and entitles Client to reproduction rights for the specific purposes set forth or otherwise contemplated in the SOW.

d) While Circa will make every reasonable effort to ensure correct spelling and punctuation, Client is ultimately responsible for final approval of all work product. Client is responsible for all final proofreading and written approval of all work product and deliverables including, but not limited to, artwork, messaging and design drawings before their release for fabrication or submission. In the event that Client approves work product containing errors or omissions, such as, but not limited to, typographic errors or misspellings, Client shall be solely responsible for all costs of correcting such errors.

a) Definitions

i. For purposes of this Agreement, “Confidential Information” means any data, know-how and any other proprietary or confidential information, other than Trade Secrets, that is valuable to the disclosing party (the “Disclosing Party”) and not generally known to the public or to competitors of the Disclosing Party and that is disclosed by the Disclosing Party to the other party (the “Receiving Party”), either directly or indirectly, during the Term hereof (whether in writing, or in oral, graphic, electronic or any other form and whether disclosed prior or subsequent to the execution of this Agreement). “Confidential Information” also includes, without limitation, (i) third-party confidential information that the Disclosing Party is obligated to keep confidential, and (ii) any and all information which contains or otherwise reflects or is derived, directly or indirectly, from any information described in this paragraph, as well as any and all notes, analyses, compilations, studies or other documents prepared by either Party that contain or otherwise reflect or are derived, directly or indirectly, from such Confidential Information.

ii. For purposes of this Agreement, “Trade Secret” means any information, including without limitation, any technical or non-technical data, works of authorship, formulas, patterns, improvements, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, technology, systems, software design, code, list of actual or potential customers or suppliers or other information similar to any of the foregoing, that (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

iii. The restrictions in this Agreement on the use and/or disclosure of Confidential Information shall not apply to any portion of the Confidential Information that can be shown by written documentation to have been: (i) independently developed by the Receiving Party without any use of and/or access to the Disclosing Party’s Confidential Information, or received free of restriction from a third party not known by the Receiving Party to be in breach of any confidentiality obligation owed to the Disclosing Party with respect to such Confidential Information; (ii) publicly known at the time of disclosure to the Receiving Party or which thereafter becomes publicly known through no wrongful act of the Receiving Party as of the date such information becomes publicly known; or (iii) known to the Receiving Party prior to the date of disclosure thereof to the Receiving Party by the Disclosing Party.

b) Obligations. The Receiving Party shall: (i) hold in strict confidence and not, except solely to the extent specifically necessary to perform the Receiving Party’s duties and obligations to the Disclosing Party, disclose, reproduce, publish, distribute, transmit to any third party or, use any Trade Secret and/or Confidential Information of the Disclosing Party, including such Trade Secrets or Confidential Information that are received by or for the Disclosing Party, that are related to the Services, whether prior or subsequent to the execution of this Agreement, without the prior written consent of the Disclosing Party; (ii) take security precautions using not less than reasonable care to keep confidential the Confidential Information and Trade Secrets of the Disclosing Party and avoid disclosure, loss or misuse of the Confidential Information and Trade Secrets; and (iii) refrain from modifying, adapting, transmitting, reverse engineering, decompiling or disassembling any Confidential Information and Trade Secrets (including without limitation for the Receiving Party’s own benefit), except to the extent specifically authorized in writing by an officer of the Disclosing Party. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized disclosure or use of Confidential Information and/or Trade Secrets other than as permitted hereunder. The Receiving Party shall cooperate with the Disclosing Party in every way to help the Disclosing Party regain possession of its Confidential Information and Trade Secrets and prevent further unauthorized use. Without limiting the foregoing, the Receiving Party agrees not to use any Confidential Information or Trade Secrets of the Disclosing Party to design, develop, provide or market any product or service that would compete with any product or service of the Disclosing Party.

c) Ownership. All Confidential Information and Trade Secrets of the Disclosing Party are and shall remain the exclusive property of the Disclosing Party. The Disclosing Party retains all rights and remedies afforded it under patent, copyright, trade secret, trademark, and any other applicable laws of the United States and the states thereof, or any applicable foreign countries, including without limitation, any laws designed to protect proprietary or confidential information. Any Trade Secrets of the Disclosing Party will also be entitled to all of the protections and benefits of applicable Trade Secret laws and any other applicable laws; provided, however, that the Disclosing Party shall not, in order to be entitled to such protections and benefits, be subject to, and the Receiving Party hereby waives, any requirement that the Disclosing Party submit proof of the economic value of any Trade Secret or post a bond or other security. For avoidance of doubt, the parties acknowledge and agree that, in the event a court of competent jurisdiction determines that information that the Disclosing Party deems to be a Trade Secret is not a Trade Secret under applicable law, such information will nevertheless be deemed to be Confidential Information for purposes hereunder. No license to the Receiving Party under any trademark, patent, copyright, or any other intellectual property right, now existing or hereafter acquired or created, is either granted or implied by the disclosure of Confidential Information to the Receiving Party.

d) Marketing.
i. Client agrees that Circa may use its name and logo and describe in general terms the Services provided by Circa under this Agreement in proposals and other marketing materials, including without limitation on Circa’s website and social media.
ii. Client agrees to include in all displays or publications of the final works attribution and/or copyright notice of Circa in the form, size and location as incorporated by Circa in all deliverables.
iii. Circa retains the right to reproduce, publish and display the final works and deliverables, including, without limitation, Client’s name and logo, to the extent they do not contain Client’s Confidential Information, in designer’s portfolios, Circa’s website and in other marketing materials, media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses. The use of designs for Circa’s promotion is permitted, which includes submission to design competitions and publications. To the extent necessary, Client hereby grants to Circa a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, license to use such work product for the purchases described herein.
e) Compelled Disclosure. In the event any of the Parties becomes legally compelled to disclose any Confidential Information (a “Compelled Disclosure”), such Party may disclose that portion of the Confidential Information as is legally required to be disclosed, provided that the Parties shall promptly notify the other Party of such required disclosure so that the Party may seek a protective order or other appropriate remedy.

f) Remedy. The Parties hereby expressly acknowledge and agree that the failure by either party to comply with the provisions of this Agreement will cause irreparable harm and damage to the Disclosing Party for which the Disclosing Party may have no adequate remedy at law. Accordingly, in the event of any threatened or actual disclosure or use of Confidential Information or Trade Secrets of either party in violation of the terms of this Agreement, the other party shall, in addition to all other remedies available to it under law or in equity, be entitled to injunctive relief to prevent such violations without posting a bond or other security.

a) During the Term of this Agreement and for a period of two (2) years thereafter, You shall not directly or indirectly (i) induce or attempt to induce any employee or contractor of Circa to leave the employ of Circa, in any way interfere with the relationship between Circa and any employee or contractor of Circa, or solicit, offer employment to, otherwise attempt to hire, employ, or otherwise engage as an employee, independent contractor, or otherwise, any such employee or contractor of Circa; or (ii) induce, or attempt to induce, any person that was, or is currently, a customer, client, or business relation of Circa to cease doing business with Circa, in any way interfere with the relationship between Circa and any such customer, client, or business relation, or solicit the business of any such customer, client, or business relation. In the event You do solicit, hire, or retain on contract or subcontract basis an employee in violation of this Section, You agree to pay Us promptly a placement fee of $50,000 per employee.

b) You hereby agree that Circa’s business involves, among other activities, introducing, participating, effectuating, and consummating connections between You and its consultants and other partners (collectively, Our “Partners”). In consideration of the foregoing, You hereby irrevocably agree and warrant that neither You nor Your affiliates shall, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass Circa from any engagements between You and Our Partners, or obviate or interfere with Circa’s relationship with Our Partners for the purpose of gaining any benefit, whether such benefit is monetary or otherwise. You further irrevocably agree and warrant not to make use of any third party to circumvent this paragraph.

c) At all times following the date hereof, You shall not, directly or indirectly, whether in writing or orally, criticize, disparage, or make other negative remarks about Circa, Circa ‘s business practices, or any of Circa current or former affiliates, directors, officers, members, partners, employees, agents or representatives, provided You may provide critical assessments of Our business to Us.

a) Subcontract Rights. Client agrees to allow Circa to assign, delegate, subcontract services to third party competent contractors approved by Circa .

b) Survival. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination, including, but not limited to Sections 1(e), 2(e), 2(g), 6 – 9.

c) Notices. Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by: (i) first class post, 2 days from the date of posting; (ii) hand or by facsimile transmission, on the date of such delivery or transmission; and (iii) electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.

d) Venue; Choice of Law; Mediation; Waiver. This agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Tennessee. Jurisdiction and venue shall exclusively lie in the state and federal courts located in Davidson County, Tennessee. Each party waives any claims of forum nonconveniens thereto. This Agreement and any SOW executed between the parties that references this Agreement constitute the entire agreement between Client and Circa. This agreement can only be modified by a signed written addendum by both parties or an executed proposal. In the event of conflict between the terms of the executed SOW and this Agreement, the SOW shall control. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected. If a dispute arises out of or relates to this contract, or the alleged breach thereof, and if the dispute is not settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation within 30 days administered by a Rule 31 mediator before resorting to arbitration, litigation, or some other dispute resolution procedure. In the event that parties are unable to agree on a mediator, each party shall name a mediator and those appointed mediators shall agree on a mediator. The process shall be confidential based on terms acceptable to the mediator and/or mediation service provider. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

e) Mutual Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction nor interpretation of this Agreement.

f) Independent Contractor. The Parties acknowledge and agree that Services performed by Circa, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

g) Costs of Collection. If any collection action, litigated or otherwise, is necessary to enforce the terms of this agreement, Circa shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which it may be entitled.

h) Severability. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

i) Force Majeure. Circa is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.

j) Assignment. This Agreement shall not be assignable, whether by operation of law or otherwise, by Client except without the prior written consent of Circa in each instance.

k) Amendments. Any amendments or modifications to this Agreement must be in a writing, signed by both parties.

l) Use of AI. Client acknowledges and Agrees that Circa may use AI to research and enhance Circa’s efficiency in providing Services, provided that Circa’s use of AI is reasonable, responsible, and does not use “free-tier” AI or other AI that may risk divulging sensitive information.