Acceptance of Terms

Welcome to Circumference Tech, LLC (“Circumference Tech,” “we,” or “us”). These Terms of Service (“Terms”) govern your use of all services, products, and offerings provided by Circumference Tech, including our consulting services, audit services (such as the Full Circle Audit and ARC Assessment), and our cloud-native software products (e.g. Circumference Connect, Desktop, and ). By accessing or using any Circumference Tech service or product, you (“Client” or “you”) agree to be bound by these Terms. If you do not agree, you must not use our services.

Additional Agreements: Certain products or services offered by Circumference Tech may be subject to a separate End User License Agreement (“EULA”) or other written contract. In the event a specific product is governed by its own EULA, that EULA will control and take precedence over these general Terms for matters specifically addressed by the EULA. These Terms will still apply to all other aspects of your relationship with Circumference Tech and to any services not explicitly covered by a separate agreement.

Scope of Services and Applicability

Circumference Tech provides IT consulting and auditing services, as well as cloud-native software products. These Terms apply to all offerings provided by Circumference Tech, including but not limited to:

• Consulting Services: Professional IT consulting across cybersecurity, infrastructure, integration, low/no-code applications, governance/risk/compliance, and related areas.

• Audit Services: Streamlined audit and assessment services, such as the Full Circle Audit and ARC Assessment programs.

• Software Products: Cloud-based and Desktop software solutions, including Circumference Connect, Circumference Desktop, and , among others.

By using any of the above services or products, you acknowledge that you are entering into a binding agreement with Circumference Tech under these Terms. If a particular service or product is also governed by a separate EULA or service agreement, the terms of that EULA will supersede these Terms for the specific product in question (for example, any service level commitments, licensing terms, or usage rules defined in the product’s EULA will prevail over this document for that product). In all other cases, or if no separate agreement exists, these Terms govern your use of Circumference Tech’s offerings.

Eligibility and Business Use

Business Customers Only: Circumference Tech’s services and products are intended for business use only, not for personal use by individual consumers. By using our Services, you represent and warrant that you are using them on behalf of a company or organization for commercial purposes, and not as a consumer for personal, family, or household purposes. Our offerings are designed for U.S.-based organizations; we make no representation that our services are appropriate or available outside the United States. Accessing the Services from outside the U.S. is at your own risk, and such use may be restricted or terminated by us if it violates applicable laws or these Terms.

Authorized Representative: You must be at least 18 years old (and of legal majority in your jurisdiction) and have the legal authority to enter into these Terms on behalf of the organization you represent. By registering for or using a Circumference Tech service on behalf of a corporation, LLC, or other entity, you confirm that you have the authority to bind that entity to these Terms. The term “you” as used in this agreement refers both to you as an individual user and to the business entity you represent.

No Minors: Our Services are not intended for minors. You may not use Circumference Tech’s offerings if you are under 18 or otherwise legally incapable of entering a contract. We do not knowingly provide services to, or collect personal information from, children.

U.S. Use Only: Circumference Tech’s Services are offered from the United States and are intended for organizations located in the U.S. We do not warrant that our Services will be appropriate or available for use in other countries, and we may restrict access from certain jurisdictions in order to comply with laws and regulations. You are responsible for compliance with all local laws if you choose to use the Services from outside the U.S.

Proper Use of Services and Prohibited Conduct

We expect all clients to use our Services responsibly and in compliance with these Terms and applicable laws. You agree not to misuse the Services. In particular, you MUST NOT:

• Violation of Law: Use any Circumference Tech service for any unlawful, fraudulent, or unauthorized purpose, or in violation of any applicable laws or regulations.

• Disruption and Security: Interfere with or disrupt the integrity or performance of our Services, networks, or systems. This includes not attempting to gain unauthorized access to any part of the Services (such as by hacking, password “mining,” or any other illegitimate means). You also shall not introduce viruses, malware, or any other harmful code into our systems.

• Abusive Behavior: Engage in any activity that harasses, harms, or is abusive toward our company, employees, or other clients. Any threatening, abusive, or obscene communication with Circumference Tech personnel or other users of the Services is prohibited.

• Intellectual Property Misuse: Copy, modify, distribute, reverse engineer, or create derivative works from our software or content except as permitted by us or by law. You may not remove or obscure any proprietary notices or labels on our products.

• Unauthorized Resale or Access: Resell, rent, or lease our Services to third parties without authorization, or permit any unauthorized individuals (such as non-U.S. users or minors) to access the Services using your accounts or credentials.

Circumference Tech reserves the right to investigate and take appropriate action (including suspension or termination of your access) if we suspect any misuse of the Services or violation of these Terms. You are responsible for ensuring that all users within your organization who access our Services comply with these Terms.

Service Level Agreements (SLAs)

Unless expressly provided in a separate written agreement or product-specific EULA, Circumference Tech makes no specific service level guarantees regarding uptime, availability, response or resolution times, or performance of the Services. Any Service Level Agreement or warranty for uptime/performance will be only as stated in the applicable product’s EULA or a custom agreement with your organization, if one exists. In the absence of such an agreement, you acknowledge that our Services are provided on an “as available” basis and may be subject to occasional disruptions or downtime. Circumference Tech shall not be liable for any damages or penalties arising from service interruptions or performance issues in the absence of a defined SLA.

For clarity, any service commitments (including uptime percentages or support response times) are binding on Circumference Tech only if they are included in a separate signed agreement or EULA for a specific service or product. These general Terms do not themselves establish any SLA or performance guarantee.

Intellectual Property Rights

All materials and content provided through our Services, including software, documentation, websites, logos, graphics, and information (collectively, the “Circumference Content”), are owned by Circumference Tech or our licensors and are protected by intellectual property laws. Circumference Tech retains all rights, title, and interest in and to its Services and Circumference Content, including all related copyrights, trademarks, trade secrets, and other proprietary rights. The names of our products and services (such as Circumference Connect, Circumference Desktop, , Full Circle Audit, etc.) are trademarks or service marks of Circumference Tech. You may not use our name or marks in any manner without our prior written consent.

Limited License: Subject to your compliance with these Terms (and any applicable EULA or contract), Circumference Tech grants you a limited, non-exclusive, non-transferable license to use our Services and Circumference Content for your internal business purposes only. This license allows your organization to use the deliverables of our consulting or audit services and to access and use our software products as intended, but it does not permit you to sublicense, distribute, or commercially exploit our content beyond your internal operations. You may not reproduce or distribute any portion of the Circumference Content except as explicitly allowed by us or by law.

Feedback: If you or your users submit any suggestions, ideas, enhancement requests, or other feedback to Circumference Tech, you acknowledge that we are free to use and implement such feedback without any restriction or compensation to you. Any feedback is provided by you on a voluntary basis and Circumference Tech has no obligation to keep it confidential.

Disclaimer of Warranties

Use at Your Own Risk: ALL CIRCUMFERENCE TECH SERVICES, PRODUCTS, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Circumference Tech does not guarantee that the Services will meet your requirements, achieve any particular results, or operate uninterrupted or error-free.

No Advice or Information Creates Warranty: You understand that any technical or professional advice given by Circumference Tech (for example, as part of consulting or audit services) is provided for informational purposes and no oral or written information or advice given by us shall create any warranty not expressly stated in these Terms. You are responsible for any decisions or actions you take based on our Services or recommendations.

External Components: We do not warrant that the Services are compatible with any specific third-party hardware or software, or that any data or content (whether yours or third-party) will be secure or not otherwise lost or altered. You acknowledge that data transmission over the internet and cloud cannot be guaranteed to be 100% secure or free of risk, and accordingly we make no guarantees regarding the security or privacy of such transmissions outside of our stated commitments in our Privacy Policy.

No Other Warranties: Circumference Tech makes no representation or warranty regarding the accuracy or reliability of any information obtained through the Services, or regarding any goods or services purchased or obtained through the use of the Services. You assume all risk for any damage to your computer systems or loss of data that results from use of the Services. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you to the extent prohibited by law. In such cases, our warranties will be limited to the minimum warranty scope permitted by applicable law.

Limitation of Liability

To the fullest extent permitted by law, Circumference Tech and its affiliates, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages whatsoever, including but not limited to lost profits, lost revenues, lost business opportunity, loss of data, or business interruption, arising out of or in connection with your use of (or inability to use) any Circumference Tech Services or content, even if we have been advised of the possibility of such damages. This limitation applies to all causes of action, whether based in contract, tort (including negligence), strict liability, or any other legal theory.

Cap on Direct Damages: In no event shall Circumference Tech’s total cumulative liability to you for all claims arising from or related to the Services (and to these Terms) exceed the total amount of fees you paid to Circumference Tech for the specific service or product in the twelve (12) months immediately preceding the event giving rise to the claim. If no fees were paid (for example, if you are using a free service or are in a trial), Circumference Tech’s liability shall be limited to US $100. This limitation of liability is an essential basis of the bargain between the parties and reflects the allocation of risk agreed upon. You acknowledge that absent your agreement to this limitation, the fees charged for the Services would be higher.

Exceptions: Certain jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. If you reside in one of those jurisdictions, the above limitations may not apply to you to the extent such exclusions are not permitted by law. However, in such case, all other limitations and exclusions in these Terms shall still apply to the maximum extent allowed. Nothing in these Terms is intended to exclude or limit liability that cannot be excluded under applicable law (for example, certain statutory liabilities that may apply to our provision of services).

Indemnification

You agree to defend, indemnify, and hold harmless Circumference Tech, its parent, affiliates, and their respective officers, directors, employees, agents, and representatives (the “Circumference Parties”) from and against any and all third-party claims, demands, suits, or proceedings, and all related liabilities, damages, judgments, settlements, penalties, fines, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your use or misuse of the Services, (ii) your violation of these Terms or any applicable law or regulation, or (iii) your infringement or misappropriation of any intellectual property or other rights of any third party.

Circumference Tech reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. In that event, you agree to cooperate with our defense of such claim and you may not settle any such matter without our prior written consent. Your indemnification obligations will survive any termination or expiration of these Terms and your use of the Services.

Suspension and Termination of Services

Termination by Circumference Tech: We reserve the right to suspend or terminate your access to any Circumference Tech Services, or to terminate this agreement, at our sole discretion at any time, with or without notice, if we determine that you have violated these Terms or if your use of the Services is improper, unlawful, or potentially harms our interests or those of others. For example, we may suspend or terminate your account and use of the Services if: (a) you materially breach any provision of these Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these Terms); (b) you misuse the Services or use them in a way that could cause us legal liability or disrupt others’ use of the Services; (c) we are required to do so by law (e.g., if the provision of the Services to you is, or becomes, unlawful); or (d) for prolonged inactivity of an account (as determined by us). Suspension or termination may include disabling your access to the Services (or any component of them) and/or banning you from further use of the Services.

Circumference Tech also reserves the right to terminate any Services that we discontinue offering. We will make reasonable efforts to notify you if we discontinue a service that you are actively using, to allow you to make alternate arrangements.

Termination by You: You are free to stop using our Services at any time. If you wish to terminate your account or any ongoing service subscription, you should notify Circumference Tech as described in your service agreement or contact us at our support contact. Termination of any product subscription may be subject to advance notice or other conditions if specified in a relevant EULA or service order.

Effect of Termination: Upon any termination of your relationship with Circumference Tech, whether by your choice or by our action, your right to use the Services will immediately cease. You must promptly cease all use of any Circumference Tech software, and we may remotely disable any client software provided to you. Any data you have in our systems will be handled in accordance with our data retention policies and any applicable agreement. We recommend that you export or secure any business data you have stored with our Services prior to termination if you will need it, as we may delete your data after termination (unless legally prohibited).

Survival: Any provisions of these Terms that by their nature should survive termination (including but not limited to provisions on intellectual property, fees owed, disclaimers of warranty, limitation of liability, indemnification, and dispute resolution) will survive the termination of this agreement.

Governing Law and Dispute Resolution

Governing Law: These Terms and any dispute arising out of or relating to the Services or your relationship with Circumference Tech shall be governed by the laws of the State of Minnesota, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Binding Arbitration: Except for the specific exceptions described below, you and Circumference Tech agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Services shall be resolved through final and binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted in Minneapolis, Minnesota (or another location in Minnesota mutually agreed by the parties), in the English language, in accordance with the AAA’s Commercial Arbitration Rules. Each party waives the right to a trial by jury or to participate in a class action and agrees that any dispute will be arbitrated on an individual basis only. Class or collective actions and class arbitrations are not permitted – the arbitrator may only resolve disputes between you and Circumference Tech on an individual basis, and may not consolidate claims or award relief on behalf of anyone who is not a party to the arbitration.

Exceptions to Arbitration: Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction (located in Minnesota) to protect its intellectual property rights or to prevent immediate harm (e.g. a court order to stop unauthorized use of the Services or infringement of intellectual property). Additionally, if the arbitration agreement is found unenforceable in a particular case, the dispute shall be resolved by the state or federal courts located in the State of Minnesota, and both you and Circumference Tech consent to the exclusive jurisdiction of those courts for such purposes. You agree to waive any objections to the venue and jurisdiction of such courts, including any claim that Minnesota is an inconvenient forum.

Arbitration Procedure: The arbitrator will have the authority to determine the rights and liabilities of the parties and will have the power to grant whatever relief would be available in a court under law or in equity. The arbitrator’s decision will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party will be responsible for its own attorneys’ fees and costs, but the arbitrator has the discretion to award fees and costs to the prevailing party if allowed by law. Except as may be required by law, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties.

Opt-Out: You have the right to opt out of the arbitration provision by sending us a written notice of your decision to opt out within 30 days of first accepting these Terms. If you opt out of arbitration, or if this arbitration provision is found unenforceable, then the exclusive jurisdiction and venue described above will govern any dispute between the parties.

General Provisions

• Changes to Terms: Circumference Tech may update or modify these Terms from time to time. If we make material changes, we will provide notice to you by posting the revised Terms on our website or through other communications. Updated Terms will be effective as of the time of posting (or a later effective date if specified). It is your responsibility to review these Terms periodically. If you do not agree with any changes, you must stop using the Services; continuing to use our Services after updated Terms take effect will constitute your acceptance of the changes.

• Entire Agreement: These Terms, together with any applicable EULAs and any other written agreements between you and Circumference Tech (such as a Master Services Agreement or order form), constitute the entire agreement between you and us regarding the use of the Services. They supersede all prior or contemporaneous understandings and agreements, whether written or oral, relating to the subject matter. No oral or written information or advice given by Circumference Tech, its agents, or employees shall create any other contract or warranty or modify these Terms, unless expressly set forth in writing and signed by an authorized representative of Circumference Tech.

• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The parties agree that any invalid or unenforceable provision will be deemed modified to the extent necessary to make it valid and enforceable, and if it cannot be so modified, it will be excluded from these Terms without affecting the validity of the rest of the Terms.

• No Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by an authorized representative of Circumference Tech. Similarly, no course of conduct between you and Circumference Tech or any trade practice will act to modify any provision of these Terms.

• Assignment: You may not assign or transfer these Terms or any of your rights or obligations herein, in whole or in part, without our prior written consent. Any attempt to assign without consent will be null and void. Circumference Tech may freely assign or transfer these Terms (in whole or part) to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

• Relationship of Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, or agency relationship between you and Circumference Tech. You are purchasing services from us as an independent contractor. Neither party has the authority to bind the other or incur obligations on the other’s behalf without a separate written agreement.

• Force Majeure: Circumference Tech will not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by circumstances beyond our reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, labor conditions, governmental actions, internet or utility failures, or any other event of force majeure.

• Notices: We may send you notices and communications regarding the Services or these Terms electronically (e.g., via email, through our website, or via in-service notification). You are responsible for providing us with your most current email address. For contractual or legal notices, you must contact Circumference Tech in writing at the email or physical address provided on our website’s Contact page or as specified in a separate agreement. Notices will be deemed given (a) when received by us if delivered by hand or sent by verified courier, or (b) on the next business day after sending by email (provided no bounce-back or error message is received).

• Contact Information: If you have any questions or concerns about these Terms or need to contact us for any reason, please reach out to Circumference Tech at the contact information provided on our official website or in your service documentation. you may contact us by using the data privacy portal at deletemydata.circumference.com.

By using Circumference Tech’s Services, you acknowledge that you have read, understood, and agree to these Terms of Service. Thank you for trusting Circumference Tech with your IT consulting and cloud product needs. We look forward to helping your organization achieve secure, reliable, and cost-effective “Full Circle” IT solutions.