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General Terms & Conditions of Sale of Circular (GCS)

Applicable with effect from: 01/30/2022

The General Terms & Conditions of Sale (GCS) set out herein are entered into between, firstly, the French simplified joint-stock company (SAS) Circular, which has a share capital of €23,305.00 and which is registered in the Paris B Register of Trade & Companies under the number 850 542 804, the registered office of which is located at 34 av. des Champs-Elysées, 75008 Paris, France, and which is represented by the Chair thereof, Mr Amaury KOSMAN (hereinafter “Circular”), and secondly, any and all physical and moral person who has full contact capacity (hereinafter the “Customer”, “User” and “you”).

Words with a capital letter shall have the same meanings in the entire GCS.

1 - OBJECT

Welcome to Circular! Circular's main activities are the design, editing, development and marketing of applications, software and connected objects.

The General Terms & Conditions of Sale (GCS) shall define the contractual relations between Circular and you regarding the sale of the Products & Services (referred to hereafter as the “Products & Services”) of Circular. The GCS, supplemented by the GCU available on www.circular.xyz/en/terms-of-use, shall prevail over any and all other general or special terms and conditions which are not expressly agreed to by Circular.

The GCS shall apply to all the Products & Services offered for sale on www.circular.xyz (the “Websites”), for the whole period of time for which the Websites is online. Given that the Websites and regulations may change, Circular reserves the right to amend its GCS at any time. Said amendments shall be applicable as soon as they are put online. All new GCS replace the previous GCS. However, a given order is subject to the version of the GCS applicable at the time of said order. We recommend that you consult the GCU frequently. The purchase of the Products & Services by the Customer entails an unconditional, full and complete acceptance of the GCS and a waiver of any conflicting document or conditions.

Refusal to agree to the GCS excludes the Costumer from the sale agreement. Circular reserves the right to refuse orders from Customers who do not agree to or who do not comply with the GCS, and such Customers shall not be entitled to claim any compensation.

In the absence of proof of the contrary, data recorded by Circular constitutes the entire proof of all transactions made between the Customers and Circular.

2 - PRODUCTS

Circular offers for sale the Products & Services listed on the Websites. Circular undertakes that it shall describe the main characteristics of the Products & Services as accurately as possible, that it shall display the price thereof, and likewise payment methods and any delivery restrictions, and lastly that it shall exercise its best efforts to ensure that the Websites and the contact information thereupon is updated. Products & Services for sale by Circular are intended for a private and non-commercial use. Any other purpose is excluded. Any use contrary to a private purpose or different from the one proposed in the technical documentation available on the Website and the documentation provided by Circular shall not be guaranteed by Circular.

3 - ORDERING PROCESS AND THE FORMATION OF THE AGREEMENT

To place an order for you, you must provide details regarding your identity and delivery contact information.

Orders are placed using the Website. You undertake to read the contact information notice for each Product. You shall then be asked to read the GCS, to agree to them unconditionally and to expressly acknowledge your payment obligation. You shall access the payment interface to pay the total amount of your order. A sale is considered complete when you have carried out the final approval and completed your payment. All paid orders constitute an agreement to the GCS, supplemented by the GCU, and to the prices and descriptions of the Products. Your order shall be confirmed by Circular via an email. A first email shall confirm the contractual contact information regarding orders and a second email shall provide you with a tracking number.

4 - PRICE

The prices of Products are stated in different currencies depending on your regions; euros, US dollars, Australian dollars Pounds sterling and Japanese yen. Price for European countries includes all taxes (VAT), apart from the portion of processing and shipping costs.

5 - APPROVAL OF ORDERS BY CIRCULAR

Orders are approved provided that none of the following order termination conditions are met:

Unconditional acceptance of the GCS: Circular reserves the right to refuse any and all orders from Customers who refuse to agree to all or part of the GCS;

Availability: Products are offered for sale while stocks last. Details regarding the availability of the Products are given at the time of the order. In the event that all or some of the Products ordered are momentarily not available, Circular shall advise you of the situation forthwith. The purchase is subject to the availability of the Products on the Website. Otherwise, the sale shall be invalid, with no possibility for the Customers to claim any compensation.

Billing and delivery addresses: Circular only accepts orders with billing and delivery addresses located in the countries mentioned on the Website.

In the event that one or more of the termination conditions set out above are met, you shall be informed of the situation by email. The order in question shall then be cancelled and you shall be refunded the total amount of the order, by means of the payment method used by you (bank card or PayPal), within a maximum of 14 (fourteen) calendar days. Any changes in the VAT rate and any and all new taxes may affect prices. Circular reserves the right to refuse to carry out a Customers’ order with whom Circular has or has had a litigation, which represents a legitimate ground for refusing to sell Products to a customer, in compliance with the Article L122-1 of the French Consumer Code (“Code de la consommation”).

6 - INVOICING AND PAYMENT

The Products are invoiced based on the prices which apply at the time the order is recorded. The amount invoiced shall be strictly equivalent to the total price indicated at the time of the order. Payment shall take place as soon as you confirm your order. Payment is made via credit/debit card or via PayPal. Invoices shall be paid in euros (EUR). The Products shall remain the property of Circular until the price is fully paid.

The price shall be fully payable on the day the order is placed by the Client or in accordance with the conditions of the Website when the Customer chooses the multiple-installment interest-free payment plan. Circular shall not be bound to deliver the Product if the payment is incomplete. Circular further reserves the right to suspend or cancel the delivery of the Customer’s orders in case the terms of payment are non-respected.

By placing an order online, the Customer authorizes the Company to debit its payment card for the full amount of the order (including delivery charges and taxes, if applicable), if payment is made by payment card.

Any tax, duty or other levies payable in respect of the French regulations shall be paid by the Customer. Customers guarantee Circular they have the right to use the payment method they have selected. Circular reserves the right to suspend the order and delivery in case the multiple-installment interest-free payment plan is not respected.

7 - CANCELLING ORDERS

Customers may cancel orders prior to their shipping, upon request by the Customer, made to the following email address: support@circular.xyz.

8 - DELIVERY

Once you have finalized your order, you will be given the estimated delivery date. This date may change depending on the shipping method and the delivery address. The given date is an estimate based on our average time frames required for processing an order and delivering it. This estimate does not constitute in any way a deadline or a liability for Circular. Circular is not liable for shipping delays due to the shipping company, and in particular in case of a strike.

An email is sent once the Products are shipped and will include the delivery time frame. The Customer is solely responsible for the accuracy of the data he provides when placing the order (last name, first name, contact details, shipping address, etc.) and the related consequences (delay, impossibility or error of delivery, etc.).

The Products are shipped to the delivery address specified at the time of the order. If the address proves to be erroneous, the cost of shipping the Products to another address shall be borne exclusively by you.

If the Products are available on different dates, the delivery time frame is based on the later of the said dates. However, Circular reserves the right to split orders into multiple parcels. In such a case, an email shall be sent to you beforehand. In such a case, the processing and shipping costs shall only be invoiced on the basis of a single parcel. Orders are given in perfect condition to the shipping company which is responsible for delivering them to Customers.

Delivery is deemed to have been made when the shipping company provides you with your order. Said provision is established by the IT system used by the shipping company. We recommend you check the Products at the time of delivery, and in the event that a Product is delivered and is non-compliant (i.e. the wrong product was sent, the product is defective, damaged or incomplete, etc.), we recommend that you supply to the shipping company a written detailed complaint at the time of delivery.

9 - SHIPPING COST

Several shipping methods may be offered at the moment of order. Shipping costs vary depending on the weight of your order, the shipping address and the chosen shipping method. The shipping cost is indicated at the time of your order. You shall bear the full amount of shipping costs.

10 - RIGHT OF WITHDRAWAL

According to the article L.221-18 of the French Consumer Code (Code de la consommation), the Customer has the right to return a Product for any reason within fourteen (14) calendar days. This period shall run as from the order delivery date (date as per postmark). The Product must be in its original condition and not used. These provisions shall only apply to a private use of the Product. In case of multiple orders, the withdrawal time frame runs as from the delivery of the relevant Product.

You can exercise your right of withdrawal within the withdrawal time frame by sending an email to Circular, or by means of any other unambiguous statement which expresses your desire to withdraw from the agreement using the email address support@circular.xyz. If you use this option, we will send you, a confirmation receipt of the withdrawal on a relevant medium (via email for instance). Once you have exercised your right to withdrawal, you have thirty (30) days following notification of your decision to return the Products to Circular in its/their original packaging and condition with its/their batterie(s), any accessories fitted and the invoice of the Product(s). Shipping costs shall be borne exclusively by the Customer. The Customer shall support the shipping risks of the item(s) during its return. In the event the serial number of the Product is incorrect or missing or if the original packaging of the Product is missing or if the Product has been damaged, Circular reserves the right to refuse the refund. The Product shall be returned according to Circular’s instructions and requirements for shipment. You shall be refunded the full amount paid for the returned Product, excluding delivery costs, within a maximum period of 14 (fourteen) days from reception of the Product by Circular or from the date on which you provide Circular with proof the Product has been received, whichever of the two is the earliest. You may be held liable in the event that the Products are damaged as a result of handling operations in respect thereof, apart from handling operations which are required to establish the nature, the characteristics and the proper operation thereof.

11 - WARRANTIES

The Products are guaranteed against hidden defects, as defined in articles 1641, 1644 and 1648 of the French Civil Code (Code civil), and likewise against lack of conformity, as defined in articles L.217- 4 et seq. of the French Consumer Code (Code de consommation). These guarantees run from the delivery date.

12 - WARRANTY AGAINST HIDDEN DEFECTS

The French Civil Code (Code civil) provides the following regarding hidden defects:

- Article 1641 of the Civil Code: The seller is bound to a warranty against hidden defects for its intended use, or that the buyer would not have bought it, or would only have given a lesser price for it if he had known of the defects.

- Article 1644 of the Civil Code: Under Articles 1641 and 1643, the buyer has the choice to return the Product and to have the cost returned to him.

- Article 1648 of the Civil Code: An action resulting from defects must be brought by the buyer within two years for European countries and one year for non European countries from the discovery of the vice.

The implementation of the warranty against hidden defects:

- Allows the Customer to benefit from a period of two years for European countries and one year for non European countries from the delivery of the Product to act;

The hidden defects warranty applies regardless of the commercial warranty that may be granted.

If the Products received are affected by a hidden defect, the Customer must first contact the support department, before the Customer can send back defective Products to Circular in order obtain a refund of the Products and the shipping costs.

Under the hidden defects warranty, Circular commits to reimbursing the Customer of the full price of the returned Product after evaluation of the defect.

The customer shall be refunded via the payment method initially used, within a maximum time frame of 14 (fourteen) days after evaluation of the defect by Circular.

If you have any other questions concerning warranties, please contact Circular at the following address: support@circular.xyz.

13 - WARRANTY OF CONFORMITY

The French Consumer Code (Code de la consommation) provides the following regarding the conformity warranty:

- Article L211-4 of the French Consumer Code (Code de la consommation): “The seller is required to deliver a Product which conforms to the contract and is held liable for any lack of conformity which exists upon delivery. The seller is also held liable for any lack of conformity caused by the packaging or the assembly instructions, or the installation if he assumed responsibility therefore or had it carried out under his responsibility.”

- Article L211-5 of the French Consumer Code (Code de la consommation): “To conform to the contract, the Product must:

- Be suitable for the purpose usually associated with such a Product and, if applicable:

• correspond to the description given by the seller and have the features that the seller presented to the Customer;

• have the features that a Customer might reasonably expect considering the public statements made by the seller, or his representative, including advertising and labeling by the seller;

- Or have the features defined by mutual agreement between the parties or be suitable for any special requirement of the Customer which was made known to the seller and which the latter agreed to.”

- Article L211-12 of the French Consumer Code (Code de la consommation): “Action resulting from lack of conformity lapses two years for European countries” and one year for non European countries after delivery of the Product.

The implementation of the warranty of conformity:

- Allows the Customer to benefit from a period of two years for European countries and one year for non European countries from the delivery of the Product to act;

The conformity warranty applies regardless of the commercial warranty that may be granted.

The Customer may decide to implement the warranty against hidden defects of the Products within the meaning of Article 1641 of the French Civil Code (Code civil). In this case, he can choose between the resolution of the sale or a reduction of the selling price in accordance with Article 1644 of the French Civil Code (Code civil).

If the Products received are affected by a lack of conformity, the Customer must first contact the support department, before the Customer can send back non-compliant Products to Circular in order obtain a refund of the Products and the shipping costs. The customer shall be refunded via the payment method initially used, within a maximum time frame of 14 (fourteen) days after the Products have been received by Circular. If you have any other questions concerning warranties, please contact Circular at the following address: support@circular.xyz.

14 - WARRANTY DISCLAIMER

Any warranty claims shall be forfeited, in such cases:

- Any use of the Product that is contrary to the usually expected use of the Product and the user guide (circular.xyz/user-guide);
- Any use of a Product that is contrary to or not explicitly authorized within the recommendations published by Circular on the Product;
- Damage caused by or due to an accident, abuse, misuse, corrosion, flood, fire, earthquake or any other external cause;
- Normal wear and tear of the Product; and more broadly damages that appear after the Products are received and that do not affect the operation of the Products;
- Visible defects and cosmetic damages including scratches;
-       Consumable parts included in the Circular product, such as batteries, unless product damage has occurred due to a defect in materials;
- Damage resulting from the use of another product than those supplied by Circular with the Product including the use of external software or application ;
- Malfunction cause by an attempt to modify the Products;
- A poor maintenance of the Products by the Customer or any third party other than Circular (as non-limited examples: soiling, oxidation, corrosion, rust,...);
- Technical manipulations, including the modification or the repair of the operating system and/or the Products by the Costumer and in case of a repair by any organization that has not previously been approved by Circular; More broadly any modification that hasn’t previously been approved by Circular;
- The fact that Circular's Products and Services operate uninterrupted and error-free.

Circular is not liable for damages resulting from an inability to follow the instructions for use of the Product.

15 - PURCHASES MADE FROM ABROAD

The Websites can be used from abroad. Circular offers its Products & Services for sale in the countries mentioned on the Website. The sale of the Products in the country in which you live can however be subject to a specific framework. Circular shall not be held liable in the event of non-compliance with the legislation of the country in which the Products are delivered. It is your responsibility to check, with the local authorities, whether the Products which you are planning to order can be imported and used. Customs duties and/or other local taxes and/or State taxes are liable to be payable. Said duties and sums are not within the remit of Circular. They shall be solely borne by you and are your full responsibility both in terms of statements and of payments to the competent authorities and bodies in the given country. It is recommended that you obtain information regarding these aspects from the local authorities in the given country prior to placing an order on the Website.

16 - OWNERSHIP AND RISK TRANSFER

Circular remains the owner of its Products & Services until their full payment as well as all taxes and cost have been made.

Circular is liable for the Products until they are delivered. The transfer of the risks from Circular to the Client shall take place as soon as the Products are delivered to the client and all risks become the Customer's responsibility (as non-limited examples: risk of loss, theft, deterioration, etc.)

17 - LIABILITY

Circular reminds its Customers that the Products & Services that are sold on Circular’s Website are compliant with local applicable laws and regulation applicable in the Countries that are mentioned in the user guide (https://www.circular.xyz/user-guide). Therefore, Circular disclaims any and all liability for not being compliant with local applicable laws if its Products & Services were to be used or imported in any other Countries.

The Customer has under its sole responsibility the choice, use and conservation of the Products. Circular disclaims any and all liability in the event of deterioration, loss of data resulting from an improper use of the Products by a Customer or any third party.

Circular disclaims any and all liability in the event it is partially or totally impossible to use the Products & Services due to in an incompatibility of the Products & Services. Circular disclaims any and all liability in the event the damage is caused by the Customer or any third party.

Circular disclaims any and all liability in the event of a breach of one of its contractual obligations which is consecutive upon an unforeseen circumstance or a force majeure case as defined by the French courts during the duration of the event. All other provisions shall remain in full force and effect. Circular will inform the Customer of the event within seven (7) working days from its occurrence and will fulfill its obligations once the event has ceased.

If the event lasts more than a month, the Customer is entitled to terminate the contract as of right. The following are, in particular, deemed to be cases of unforeseen circumstances or of force majeure: any and all non-performance or delay in the performance of an order or as regards the sending of an order, which are caused by events outside of its control, such as:

- Strikes, closures or other industrial action;

- Civil unrest, riots, invasions, terrorist attacks or threats of terrorist attacks, wars (whether declared or not), the threat of war or preparations for war;

- Fires, explosions, storms, floods, earthquakes, landslides, epidemics or other natural disasters;

- The impossibility of using rail, boat, airplane or road transport, or other private or public means of transport;

- The impossibility of using private and public telecommunications networks;

- The acts, decrees, legislation, regulations or restrictions of any and all governments;

- Maritime transport, postal and other strikes, issues or accidents.

- The performance of the GCS shall be suspended for the whole duration of a case of force majeure, which entails an extension of the performance and delivery time frames by the same duration.

18 - INSURANCE

Circular states that it has taken out, with an insurance company of reputed solvency, an insurance policy which covers any and all damages and losses for which it may be liable or which may be consecutive upon a Product defect in the territories of the United States, and in Member States of the European Union.

19 - PROOF UNDERSTANDING

You acknowledge and accept that your username and your password constitute proof of your identity and that the fact that you check the “By signing up, you agree to Circular's terms and conditions” box when placing an order, and the details recorded by the Website and stored under reasonable security and integrity circumstances by Circular and the sub-contractors thereof constitute proof of your agreement to the GCS set out herein, to all of the transactions and exchanges with Circular and constitute your acknowledgment of your payment obligation.

20 - DATA PROTECTION

The Customer’s personal data collection shall take place in accordance with the GCU. Collected data are kept for the period strictly necessary for the purposes defined by the GCU. As such, the data retention period is five (5) years from the date of order. At the end of this period, your personal data is either deleted or archived so that Circular is able to meet its contact and regulatory obligations.

Your data is processed by the internal teams of Circular as part of the customer relationship.

You can exercise your rights of access, rectification, opposition and deletion at any time, and define the fate of your data after your death by sending a letter or email, along with an identity document, to the following address: support@circular.xyz – Circular, 86 rue de Paris 91400 Orsay FRANCE.

21 - REFERRAL PROGRAM

With any purchase of a Sizing Kit product according to these GCS, the Client shall receive a personal promotional code by email indicating the discount applied to his/her order.

This promotional code can be shared by the Client (the Referrer) with his family and friends but shall not be shared on referral websites. The Referrer guarantees to use the promotional code in a lawful, unabusive, personal and non-commercial way according to these GCS. When using the promotional code, the Client shall not manipulate the system through a third- party, macro, script, or any fraudulent identities, or any other automated methods. With any purchase of a Product on the website www.circular.xyz , any Client using the promotional code shall benefit from an immediate discount on his/her purchase.

Once the full payment of the order has been made (in case of several payments, the last payment date) and without any return within the withdrawal period, the Referrer shall benefit from the referral program.

The Benefits shall be obtained at the earliest twenty (20) days from the shipping of the Circular Product (in case of several payment, on the last payment date). The promotional code is only valid for online orders, and can not be used in stores. Moreover, this promotional code is not cumulative with other offers, promotions and discounts.

The Referrer guarantees to take note of the partner’s GCS. Any additional cost applied by the partner shall be borne by the Referrer.

CIRCULAR reserves the right to deactivate any promotional code used in breach of the referral program. Circular reserve the right to proceed to the reimbursement of all sums obtained through a fraudulent or unlawful use of the promotional code and proceed to the cancellation of the order.

CIRCULAR reserves the right to delete any offer, discount and/or promotion at any time and for any reason by modifying these GCS, without being held liable. The Client acknowledges the promotional code can expire at any time.

22 - APPLICABLE LAW AND COMPLAINTS

The GCS are drawn up in French and in English and is subject to French law.

The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) dated April 11th, 1980 shall not be applicable. In the event that an order is placed by a Customer in a State located outside of the European Union, the Parties acknowledge and agree that the Convention of La Haye dated March 18th, 1970 on the Taking of Evidence Abroad in Civil or Commercial Matters shall apply.

For any problem, please first contact CIRCULAR at the address below:

CIRCULAR

34 av. des Champs-Elysées, 75008 PARIS - France

E-mail: support@circular.xyz