Explore AI services from an experienced IT team.  Schedule a Free IT & AI Consultation →

LEGAL

Master Services Agreement

Last Updated: April 2024    |    AI Services Provisions Added: March 2026

ON THIS PAGE

Thank you for trusting Circle Twice, LLC (“CircleTwice,” “we,” “us,” or “our”) to provide you with professional information technology services. This Master Services Agreement (this “Agreement”) governs our business relationship with you, so please read this document carefully and keep a copy for your records.

SCOPE

1. Context
Throughout this Agreement, references to “Client,” “you,” or “your” mean the entity who has accepted a quote, proposal, service order, statement of work, or similar document (electronic or otherwise) from CircleTwice. (In this Agreement we refer collectively to these type of documents as a “Quote,” although the actual title or caption of the service-related documents might vary.)

2. Arbitration & Important Provisions Notice
THIS DOCUMENT CONTAINS AN ARBITRATION PROVISION that requires, under most circumstances, disputes to be settled by arbitration and not by a judge or jury. Please read the “Arbitration” section of this Agreement carefully.

This document also contains important provisions regarding your payment obligations, automatic renewal of ongoing services, limitations of liability, and other significant matters; please read this document and consider those issues carefully before accepting a Quote.

THIS DOCUMENT LIMITS OR, IN SOME CASES, ELIMINATES THE LIABILITY OF CIRCLETWICE for services that it does not provide directly to you and/or which are provided to you by third parties (defined as “Third Party Services” and “Third Party Providers,” below). Please read this document and consider such limitations carefully before accepting a Quote.

3. Scope of Services
This is a “master” agreement and, as such, specific services are not listed in this Agreement. Instead, any services to be provided to you or facilitated for you (as applicable) will be described in a Quote (collectively, “Services”). The scope of our engagement with you is limited to those services expressly listed in a Quote; all other services, projects, and related matters are out-of-scope and will not be provided to you unless we expressly agree to do so in writing (collectively, “Out of Scope Services”). In addition to a Quote, the Services, as well as policies and procedures governing the Services, are defined, clarified, and governed under an additional document that we will refer to in this Agreement as a “Services Guide.” Our Services Guide is akin to a “user manual” that provides important and binding details about the Services, as well as additional policies and procedures that you and we will follow, for example, (i) how the Services are provided/delivered, (ii) service levels applicable to the Services, (iii) additional payment terms/obligations, and (iv) auto-renewal terms for the Services. Please read both the Quote and the Services Guide before accepting the Quote. If you have any questions about either of those documents or this Agreement, please do not sign the Quote and, instead, contact us for more information.

4. Version
Each Quote will be governed under the version of this Agreement in place on the date that you accept the Quote. We may change this Agreement from time to time, and modified versions of this Agreement will apply to Quotes that you accept after the date of such modifications. You can determine the version of this Agreement by noting the “last updated” date indicated at the bottom of this document. We advise you to keep a copy of this document and keep track of the date indicated below when you accept a Quote.

5. Conflicts
The provisions of a Quote govern over conflicting or materially different terms contained in this Agreement and the Services Guide, which allows us to craft solutions to meet your needs by making applicable changes in the Quote. Conflicting language between the Services Guide and this Agreement will be interpreted in favor of the Services Guide.

6. Third Party Providers / Services
Some services may be provided to you directly by our personnel. These services are distinguishable from services that are provided to you or us by third party providers, often referred to in the industry as “upstream providers.” (In this Agreement, we call upstream providers “Third Party Providers” and the services that Third Party Providers provide are called “Third Party Services”). By way of example, Third Party Services may include help desk services, malware detection and remediation services, firewall and endpoint security-related services, backup and disaster recovery solutions, and the provision of software used to monitor the managed part of your network, among others.
Artificial Intelligence Model Providers. For the avoidance of doubt, Third Party Providers expressly include artificial intelligence (“AI”) model providers and platforms, including but not limited to large language model (LLM) providers such as Anthropic, OpenAI, Google, and Microsoft (collectively, “AI Model Providers”). AI Model Providers supply the underlying AI models and APIs through which CircleTwice delivers certain AI-related Services. The limitations of liability, “as is” provisions, and pass-through terms applicable to Third Party Providers and Third Party Services under this Agreement apply equally to AI Model Providers and the outputs, recommendations, or results generated by AI models (“AI Outputs”). CircleTwice does not warrant or guarantee the accuracy, completeness, fitness for a particular purpose, or reliability of any AI Outputs. AI Outputs are not legal, financial, medical, or regulatory advice, and should be reviewed by qualified professionals before being relied upon or acted upon.

7. Selection of Third Party Providers
As your managed information technology provider, we will select the Third Party Providers that provide services appropriate for your managed information technology environment (the “Environment”) and facilitate the provision of those Third Party Services to you. Not all Third Party Services will be expressly identified as being provided by a Third Party Provider. We reserve the right to change Third Party Providers in our sole discretion as long as the change does not materially diminish the Services we are obligated to provide or facilitate under a Quote.
AI Model Provider Selection and Changes. When CircleTwice delivers AI-related Services, we will select AI Model Providers based on their suitability for the applicable use case, security posture, and data handling practices. We reserve the right to change AI Model Providers at our discretion; however, where such a change would materially affect the scope, capability, or data handling characteristics of the AI Services provided to you, we will use reasonable efforts to notify you in advance.

8. Reseller
We are resellers and/or facilitators of the Third Party Services and do not provide those services to you directly. For this reason, we are not and cannot be responsible for any defect, act, omission, or failure of any Third Party Service or any failure of any Third Party Provider. Third Party Services are provided on an “as is” basis only. If an issue requiring remediation arises with a Third Party Service, then we will endeavor to provide a reasonable workaround or, if available, a “temporary fix” for the situation; however, we do not warrant or guarantee that any particular workaround or fix will be available or achieve any particular result, or that Third Party Services will run in an uninterrupted or error-free manner.

9. Pass Through Increases
We reserve the right to pass through to you any incremental increases in the costs and/or fees for Third Party Services (“Pass Through Increases”). Since we do not control Third Party Providers or Third Party Services, we cannot predict whether such price increases will occur. Should they occur, we will endeavor to provide you with as much advance notice as reasonably possible.

10. Application Development and Platform Services.
In addition to managed IT services, CircleTwice may provide or offer the following types of software and application services, as separately described in a Quote or Statement of Work (“SOW”):

  1. Custom Application Development. CircleTwice may design, develop, test, and deploy custom software applications, automation workflows, integrations, and related solutions (each, a “Custom Application”) on behalf of Client. Custom Applications may be built using technologies including, but not limited to, Microsoft Power Automate, Power Platform, Node.js or other server-side frameworks, cloud database platforms (such as Supabase, PostgreSQL, or Microsoft Azure SQL), web and application hosting platforms (such as Vercel, Microsoft Azure, or AWS), and third-party API integrations. Specific deliverables, timelines, acceptance criteria, and payment schedules for Custom Applications will be described in the applicable Quote or SOW, which governs in the event of any conflict with this Agreement.
  2. CircleTwice Platform Services. CircleTwice may make proprietary software tools, applications, or platforms developed and owned by CircleTwice (“CT Platforms”) available to Client on a subscription or usage basis. CT Platforms are licensed to Client, not sold. CircleTwice retains all ownership and intellectual property rights in CT Platforms. Client’s continued access to a CT Platform is contingent upon timely payment of applicable subscription or usage fees and compliance with this Agreement and the applicable Quote.
  3. Third-Party Infrastructure. Custom Applications and CT Platforms may be hosted on third-party cloud infrastructure providers (such as Microsoft Azure, Vercel, or similar platforms) (“Hosting Infrastructure”). Costs associated with Hosting Infrastructure will be passed through to Client or included in the applicable Quote. CircleTwice is not responsible for outages, performance degradation, or data loss caused by Hosting Infrastructure providers.

IMPLEMENTATION

1. Advice; Instructions
We may offer you specific advice and directions related to the Services (“Advice”). For example, our Advice may include increasing server or hard drive capacity, increasing CPU power, replacing obsolete equipment, or requesting that you refrain from engaging in acts that disrupt the Environment or that make the Environment less secure. You are strongly advised to promptly follow our Advice which, depending on the situation, may require you to make additional purchases or investments in the Environment at your sole cost. We are not responsible for any problems or issues, including but not limited to downtime or security-related issues, caused by or related to your failure to follow our Advice promptly.

2. Co-Management
In co-managed situations (e.g., where you have designated other vendors or personnel, or “Co-Managed Providers,” to provide you with services that overlap or conflict with the Services provided or facilitated by us), we will endeavor to implement the Services in an efficient and effective manner; however, (a) we will not be responsible for the acts or omissions of Co-Managed Providers, or the remediation of any problems, errors, or downtime associated with those acts or omissions, and (b) in the event that a Co-Managed Provider’s determination on an issue differs from our position on a Service-related matter, we will yield to the Co-Managed Provider’s determination and bring that situation to your attention. In co-managed situations, Client hereby agrees to indemnify and hold us harmless from and against any and all Environment-related issues, errors, downtime, exploitations, and/or vulnerabilities, as well as any damages, expenses, costs, fees, charges, occurrences, obligations, claims, and causes of action arising from Environment Issues, where the Environment Issues cannot directly and unambiguously be traced back to any wrongdoing by CircleTwice.

3. Prioritization & Modifications
All Services will be implemented and/or facilitated (as applicable) in a scheduled and prioritized manner as we determine reasonable and necessary. Exact commencement or start dates may vary or deviate from the dates we state to you depending on the Services being provided and the extent to which prerequisites (if any), such as transition or onboarding activities, must be completed. To avoid a delay or negative impact on the Services, we strongly recommend that you refrain from modifying or moving the Environment, or installing software in the Environment, unless we expressly authorize such activity.

4. Third Party Support
If, at our discretion, a hardware or software issue requires vendor or OEM support, we may contact the vendor or OEM (as applicable) on your behalf and invoice you for all fees and costs involved in that process (“OEM Fees”).

5. Authorized Contact(s)
We will be entitled to rely on any directions or consent provided by your personnel or representatives who you designate to provide such directions or consent (“Authorized Contacts”). If no Authorized Contact is identified in an applicable Quote or if a previously identified Authorized Contact is no longer available to us, then your Authorized Contact will be the person (i) who accepted the Quote, and/or (ii) who is generally designated by you during our relationship to provide us with direction or guidance.

6. Access
You hereby grant to us and our designated Third Party Providers the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Environment solely as necessary to enable us or those providers, as applicable, to provide or facilitate the Services. It is your responsibility to secure, at your own cost and prior to the commencement of any Services, any necessary rights of entry, licenses (including software licenses), permits or other permissions necessary for CircleTwice or applicable Third Party Providers to provide or facilitate the Services to you.

7. Ongoing Requirements
Everything in the Environment must be genuine and licensed, including all hardware, software, etc. If we ask for proof of authenticity and/or licensing, you must provide us with such proof. If we require certain minimum hardware or software requirements (“Minimum Requirements”), you agree to implement and maintain those Minimum Requirements as an ongoing requirement of us providing the Services to you.

8. Response & Downtime
Our response to issues relating to the Services will be handled in accordance with the provisions of the Quote or, if applicable, Services Guide. In no event will we be responsible for delays during (i) the Transition Exception period, (ii) Scheduled Downtime, Client-Side Downtime, or Vendor-Side Downtime, (iii) periods in which we are required to suspend the Services to protect the security or integrity of the Environment, or (iv) delays caused by a force majeure event.

FEES; PAYMENT

1. Fees
You agree to pay the fees, costs, and expenses charged by us for the Services in accordance with the amounts, methods, restrictions, and schedules described in each Quote and the Services Guide (“Fees”). In addition to the Fees, you are responsible for any miscellaneous costs and expenses (not to exceed $250/month without your prior consent) that we incur in providing or facilitating the Services to you (“Miscellaneous Expenses”). You are also responsible for all freight, insurance, and taxes.

2. Nonpayment
Fees that remain unpaid for more than thirty (30) days when due will be subject to interest on the unpaid amount(s) from the due date until and including the date payment is received, at the lower of either 1.5% per month or the maximum allowable rate of interest permitted by applicable law. We reserve the right, but not the obligation, to suspend part or all the Services without prior notice to you if any portion of undisputed fees are not timely paid.

3. Minimum Monthly Fees
The initial Fees indicated in the Quote for recurring services are the minimum monthly fees (“MMF”) charged to you during the term. You agree that the amounts paid by you under the Quote will not drop below the MMF regardless of the number of users or devices to which the Services are directed or applied, unless we agree to the reduction.

4. Increases
We reserve the right to increase our monthly recurring fees by reflecting the increase on your monthly invoices; provided, however, if a single increase in a calendar year or all such increases, in the aggregate, in a calendar year is/are more than five percent (5%) of the fees charged for the same Services in the prior calendar year, then you will be provided with a sixty (60) day opportunity to terminate the Services. Pass Through Increases are independent of any increases to our monthly recurring fees and will not be included in the five percent calculation described in this paragraph.

5. Method of Payments
The fees listed in a Quote assume that all payments will be paid in cash by electronic transfer (i.e., ACH). If you desire to pay by credit card, then we reserve the right to charge a convenience fee equal to the actual costs we incur to accept your credit card, which will not be more than four percent (4%) of the amount invoiced.

6. Subscription and Usage-Based Fees.
If Client subscribes to a CT Platform or accesses a Custom Application on a subscription or usage basis, the applicable fees, billing frequency, and payment terms will be described in the Quote. The following terms apply:

  • Subscription fees my be billed in advance for the subscription period and are generally non-refundable.
  • Usage-based fees (such as per-transaction, per-seat, or consumption-based charges) will be invoiced based on actual usage as measured by CircleTwice’s or the applicable Hosting Infrastructure provider’s systems. CircleTwice’s measurement shall be conclusive absent manifest error.
  • CircleTwice reserves the right to modify subscription or usage fees for CT Platforms by providing Client with at least thirty (30) days’ prior written notice. Continued use of the CT Platform after the notice period constitutes Client’s acceptance of the revised fees.
  • Subscription fees and per-seat access fees are non-mitigatable; upon termination of a CT Platform subscription for any reason, Client remains responsible for all fees that accrued through the end of the then-current subscription term as stated in the applicable Quote.

LIMITED WARRANTIES; LIMITATIONS OF LIABILITY

1. Hardware / Software Purchases
All equipment, machines, hardware, software, peripherals, or accessories purchased through CircleTwice (“Third Party Products”) are generally nonrefundable once the item is ordered from CircleTwice’s third-party provider or reseller. All Third Party Products are provided “as is” and without any warranty whatsoever as between CircleTwice and you.

2. Liability Limitations
This paragraph limits the liabilities arising from the Services and is a bargained-for and material part of our business relationship with you. In no event will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits, savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any Quote, or for any breach hereof. A responsible party’s aggregate liability shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to CircleTwice for the specific Service upon which the applicable claim(s) is/are based during the six (6) month period immediately prior to the date on which the cause of action accrued, or $10,000, or the amounts that are actually paid out under a Responsible Party’s insurance policy, whichever is greater.
AI Services — Specific Liability Limitations. Without limiting the foregoing, CircleTwice’s liability with respect to AI-related Services is further limited as follows: (i) AI Outputs are generated by Third Party AI Model Providers and are expressly subject to the “as is” and liability limitations applicable to Third Party Services under this Agreement; (ii) CircleTwice shall have no liability for decisions made by Client or any third party in reliance on AI Outputs; (iii) CircleTwice shall have no liability for any AI model hallucination, factual inaccuracy, or omission in AI Outputs; (iv) CircleTwice shall have no liability for any output, recommendation, or automated decision generated by AI tools that is acted upon without human review where human review was reasonably practicable; and (v) the aggregate liability cap described in this section applies to all AI-related claims in the aggregate, not per claim. Client acknowledges that AI technology is inherently probabilistic and that no AI system can guarantee the accuracy, completeness, or fitness of its outputs for any particular purpose.

3. Waiver of Liability for Admin/Root Access
We strongly advise you to refrain from providing administrative (or “root”) access to the Environment to any party other than CircleTwice. If you request or require us to provide any non-CircleTwice personnel with administrative or root access to any portion of the Environment, then you hereby agree to indemnify and hold us harmless from and against any and all Environment-related issues, downtime, exploitations, and/or vulnerabilities arising from or related to any activities that occur at an administrative or root level in the Environment that were not performed or authorized in writing by CircleTwice.

4. Waiver of Liability for Legacy Devices
As used herein, “Legacy Device” means a piece of equipment, device, hardware, or software that is outdated, obsolete, incompatible with industry-standards, and/or no longer supported by its original manufacturer. Neither we nor any Third Party Provider will be responsible for the remediation of issues arising from or related to the existence or use of Legacy Devices in the Environment.

INDEMNIFICATION

Each party (an “Indemnifying Party”) agrees to indemnify, defend, and hold the other party (an “Indemnified Party”) harmless from and against all losses, damages, costs, expenses, or liabilities, including reasonable attorneys’ fees, (collectively, “Damages”) that arise from, or are related to, the Indemnifying Party’s breach of this Agreement. The Indemnified Party will have the right, but not the obligation, to control the intake, defense and disposition of any claim or cause of action for which indemnity may be sought under this section.

CONFIDENTIALITY

1. Defined
Confidential Information means all non-public information provided by one party (“Discloser”) to the other party (“Recipient”), including but not limited to customer-related data, customer lists, internal documents, internal communications, proprietary reports and methodologies, and related information. Confidential Information will not include information that: (i) has become part of the public domain through no act or omission of the Recipient, (ii) was developed independently by the Recipient, or (iii) is or was lawfully and independently provided to the Recipient prior to disclosure by the Discloser from a third party who is not subject to an obligation of confidentiality.

2. Use
The Recipient will keep the Confidential Information it receives fully confidential and will not use or disclose such information to any third party for any purpose except (i) as expressly authorized by the Discloser in writing, or (ii) as needed to fulfill its obligations under this Agreement, or (iii) as required by any law, rule, or industry-related regulation.

3. AI Services — Data Sent to AI Model Providers
IMPORTANT NOTICE REGARDING AI DATA PROCESSING. When CircleTwice provides AI-related Services, certain Client data, content, or information (“Client Data”) may be transmitted to and processed by AI Model Providers (as defined in the Scope section above) as a necessary part of delivering those Services. By engaging CircleTwice for AI-related Services, Client acknowledges and consents to this transmission and processing, subject to the following:

  • CircleTwice will use commercially reasonable efforts to select AI Model Providers whose data handling practices, privacy policies, and security standards are appropriate for the nature of Client Data being processed.
  • CircleTwice will not transmit data that Client has designated as subject to HIPAA, PCI DSS, or other heightened regulatory protection to AI Model Providers without first obtaining written authorization from Client and confirming that an appropriate data processing agreement or business associate agreement (as applicable) is in place.
  • Client is responsible for notifying CircleTwice, prior to the commencement of AI Services, of any Client Data that is subject to heightened regulatory protection, contractual restrictions on third-party processing, or applicable privacy laws (including but not limited to HIPAA, GDPR, CCPA, and Washington State privacy regulations).
  • CircleTwice will, upon Client’s written request, identify the AI Model Providers currently being used to deliver AI Services to Client.
  • AI Model Providers may retain or use data submitted to their platforms in accordance with their own terms of service and privacy policies. CircleTwice does not control and is not responsible for AI Model Providers’ data retention, training data practices, or privacy practices beyond what is addressed in CircleTwice’s applicable vendor agreements.

4. Due Care
The Recipient will exercise the same degree of care with respect to the Confidential Information it receives from the Discloser as it normally takes to safeguard and preserve its own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care.

5. Compelled Disclosure
If a Recipient is legally compelled to disclose any of the Confidential Information, and provided that it is not prohibited by law from doing so, that Recipient will immediately notify the Discloser in writing of such requirement so that the Discloser may seek a protective order or other appropriate remedy. To the extent that we are required to expend our resources to comply with a legal requirement concerning your information, then you agree to pay our then-current hourly rates for all time we expend in that process, as well as all non-mitigatable hard costs we incur in complying with our legal requirements.

6. Additional NDA
In our provision of the Services, you and we may be required to enter into one or more additional nondisclosure agreements (each an “NDA”) for the protection of a third party’s Confidential Information. If in the normal provision of the Services we are in receipt of or otherwise have access to personal health information (as defined in HIPAA), we will be your business associate as that term is defined under HIPAA and will enter into a mutually agreeable Business Associate Agreement.

OWNERSHIP

1. General
Each party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks, copyrights, and other intellectual property owned by such party (“Intellectual Property”), and nothing in this Agreement, any Quote, or a Services Guide conveys or grants any ownership rights or goodwill in one party’s Intellectual Property to the other party.

2. CircleTwice-Created Work Product
You understand and agree that we own any software, codes, algorithms, workflows, automation scripts, configurations, or other works of authorship that we create while providing the Services to you (“Work Product”). Unless otherwise expressly stated in a Quote, CircleTwice grants Client a non-exclusive, non-transferable license to use Work Product solely for Client’s internal business purposes during the term of the applicable Quote.

3. AI-Generated Work Product
Ownership of AI Outputs and AI-Assisted Work Product. Where CircleTwice delivers AI-related Services that produce outputs, documents, code, workflows, applications, or other content generated in whole or in part by AI tools (“AI Work Product”), the following provisions apply:

  • Client-Directed AI Outputs: AI Outputs generated at Client’s direction using Client’s own data and delivered to Client as a standalone deliverable (e.g., a generated document, analysis, or summary) are owned by Client upon full payment of applicable fees.
  • CircleTwice-Developed AI Applications and Workflows: Custom AI applications, automation workflows, integration architectures, and related code developed by CircleTwice, even if incorporating AI-generated components, are owned by CircleTwice. Unless otherwise stated in a Quote, Client receives a non-exclusive license to use such applications and workflows for its internal business purposes during the term of the applicable Quote.
  • Third-Party IP in AI Outputs: AI models may incorporate or reproduce third-party content. CircleTwice makes no warranty that AI Outputs are free of third-party intellectual property claims. Client assumes all risk of third-party IP claims arising from Client’s use, distribution, or commercialization of AI Outputs, and Client agrees to indemnify and hold CircleTwice harmless from any such claims.
  • No IP Warranty for AI Outputs: To the maximum extent permitted by applicable law, CircleTwice makes no warranty, express or implied, that AI Outputs do not infringe third-party patents, copyrights, trademarks, or other intellectual property rights.

4. Application Development and Platform IP; Client Data.

The following additional intellectual property and data terms apply to Application Development and Platform Services:

  1. Custom Application IP. Unless a Quote or SOW expressly and specifically states otherwise, CircleTwice retains all intellectual property rights in and to Custom Applications and all underlying code, configurations, algorithms, and related work product. Upon payment in full of all applicable fees, Client receives a limited, non-exclusive, non-transferable license to use the Custom Application for Client’s internal business purposes during the applicable service term. If a Quote expressly provides for an assignment of intellectual property rights to Client, such assignment is effective only upon receipt by CircleTwice of all fees described in the Quote.
  2. CT Platform IP. CircleTwice retains all ownership and intellectual property rights in CT Platforms. Nothing in this Agreement or any Quote conveys any ownership interest in a CT Platform to Client.
  3. Client Data. “Client Data” means data, content, or information submitted by Client or Client’s authorized users to a Custom Application or CT Platform. As between the parties, Client retains all rights in Client Data. CircleTwice will not use Client Data for any purpose other than delivering the applicable Services. CircleTwice will implement commercially reasonable security measures to protect Client Data stored in Custom Applications or CT Platforms. Upon termination of the applicable Services, and upon Client’s written request submitted within thirty (30) days of termination, CircleTwice will provide Client with an export of Client Data in a commercially reasonable format, at Client’s cost based on CircleTwice’s then-current hourly rates. After expiration of the thirty (30)-day request window, CircleTwice may permanently delete Client Data with no further obligation.

You also understand and agree that any software configurations, code, or programs that we custom create or develop are our proprietary information and shall not be disclosed to you under any circumstances, except: (i) to the extent a Quote or SOW for Custom Application Development expressly provides for delivery of source code or other work product to Client as a project deliverable, or (ii) to the extent necessary for Client to export Client Data from a Custom Application or CT Platform as provided in the Ownership section above. Any such disclosure is limited to the specific deliverables or data expressly described in the applicable Quote or SOW.TERM; TERMINATION

Please note: This section contains important provisions relating to the automatic renewal of managed services; please review this section, as well as the terms of your Quote, carefully.

1. This Agreement
This Agreement applies to all Services and is effective as of the date on which we provide or facilitate a Service to you or on the date on which you accept a Quote, whichever is earlier (“Effective Date”). This Agreement will terminate automatically (i) if you or we terminate this Agreement For Cause, or (ii) thirty (30) days after the last date on which we have provided the Services to you or facilitated the Services for you (as applicable).

2. Term
The term of the Services will be as indicated in the applicable Quote and Services Guide. Unless otherwise expressly stated in the Quote, the Services in each Quote automatically renew (please see “Auto-Renewal” section below).

3. Termination Without Cause
Unless otherwise indicated in the Quote or otherwise permitted under this Agreement, no party will terminate this Agreement without cause if, on the date of termination, Services are in progress. No party will terminate a Quote without cause prior to the Quote’s natural expiration or termination date.

4. Termination For Cause
In the event that one party (a “Defaulting Party”) commits a material breach under a Quote, Services Guide, or under this Agreement, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately the Services under the relevant Quote (a “For Cause” termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for non-payment by Client) following receipt of written notice.

5. Auto-Renewal
Unless otherwise expressly stated in the Quote, the term of any managed Service that is provided to you on an ongoing and recurring basis and which is invoiced monthly (a “Managed Service”) will, unless terminated earlier as per this Agreement, automatically renew for contiguous terms equal to the initial term of the Managed Service unless either party notifies the other of its intention to not renew the Managed Service in writing (email is sufficient for this purpose) no less than thirty (30) days before the end of the then-current Managed Service term.

6. Equipment / Software Removal
Upon termination of this Agreement or applicable Quote for any reason, you agree to return to us all CircleTwice-supplied equipment. If any of the equipment is missing, broken or damaged (normal wear and tear excepted) or any CircleTwice-supplied software is missing, we will have the right to invoice you for, and you hereby agree to pay immediately, the full replacement value of all missing or damaged items.

7. Transition; Deletion of Data
You also understand and agree that any software configurations, code, or programs that we custom create or develop are our proprietary information and shall not be disclosed to you under any circumstances, except: (i) to the extent a Quote or SOW for Custom Application Development expressly provides for delivery of source code or other work product to Client as a project deliverable, or (ii) to the extent necessary for Client to export Client Data from a Custom Application or CT Platform as provided in the Ownership section above. Any such disclosure is limited to the specific deliverables or data expressly described in the applicable Quote or SOW.

ARBITRATION

Except for collections actions to recover fees due to us (“Collections”) or any amounts that qualify for small claims court jurisdiction in our local jurisdiction, all disputes, claims, or controversies arising from or related to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be settled by arbitration before one arbitrator who is mutually agreed upon by the parties. There is no jury involved in arbitration, and by agreeing to arbitrate you are agreeing to waive any right you may have to a trial by a jury. The arbitration shall be administered and conducted by the American Arbitration Association (the “AAA”) pursuant to the AAA’s arbitration rules for commercial disputes (the “Rules”).

The arbitrator will be experienced in commercial contracts and information technology transactions. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, the AAA shall select the arbitrator. The arbitration shall take place in our office unless we agree to a different venue. Initially, the cost of the arbitration shall be split evenly between the parties; however, the party prevailing in the arbitration shall be entitled to an award of its reasonable attorneys’ fees and costs.

MISCELLANEOUS

1. Incident Mitigation Coverage
If an incident occurs for which you intend to apply for insurance coverage (an “Insurable Incident”), you are advised to first notify your insurance carrier prior to requesting that we attempt to remediate the Insurable Incident. Some insurance policies may require you to use specific solution providers other than CircleTwice to remediate Insurable Incidents, and the use of non-carrier approved vendors may reduce or nullify your insurance coverage.

2. Changes to Services Guide
We reserve the right to modify our Services Guide (and the Services themselves) from time to time and at our discretion, to accommodate changes in the industry and relevant services required under a Quote. You will be notified of any changes that materially and negatively impact the Services by email.

3. End User Agreements
If the acceptance of an End User Agreement is required for you to receive any Services, then you hereby grant us permission to accept the applicable agreement(s) on your behalf. AI Model Providers’ terms of service, acceptable use policies, and data processing agreements are examples of End User Agreements that may be accepted on your behalf in connection with AI Services. You agree to be bound by the terms of all applicable End User Agreements.

4. Compliance; No Legal Advice
Unless otherwise expressly stated in a Quote, the Services are not intended, and will not be used, to bring you into full regulatory compliance with any rule, regulation, or requirement that may be applicable to your business or operations.

AI Regulatory Compliance. The legal and regulatory landscape governing artificial intelligence is rapidly evolving at the federal, state, and international levels. This includes but is not limited to state AI transparency and automated decision-making laws, the European Union AI Act (for Clients with EU customers or operations), federal agency guidance on AI use in regulated industries, and emerging sector-specific AI regulations in healthcare, finance, and employment. CircleTwice’s AI Services are designed to assist your business operations and are not intended to constitute compliance solutions for AI-specific regulatory obligations unless expressly stated in a Quote. CircleTwice’s provision of AI Services does not constitute legal advice regarding your obligations under any AI-related law or regulation. Client is strongly encouraged to consult qualified legal counsel to assess its obligations under applicable AI regulations before deploying AI tools in regulated contexts, consumer-facing applications, or automated decision-making workflows.

5. Virtual Security
You understand and agree that no security solution is one hundred percent effective. We do not warrant or guarantee that any security-related service, product, or solution offered, implemented, or facilitated by us will be capable of detecting, avoiding, quarantining, or removing all malicious code, spyware, malware, etc. You are strongly advised to obtain insurance against cyberattacks, data loss, malware-related matters, and privacy-related breaches.

6. No Poaching
Each party acknowledges and agrees that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, no party will directly or indirectly hire or retain the services of any of the other party’s employees with whom the party worked. In the event of a violation, the Restricted Party will pay the other party liquidated damages equal to one hundred thousand dollars ($100,000) or the amount that the other party paid to that employee in the one (1) year period immediately preceding the violation, whichever is greater.

7. No Fiduciary
The scope of our relationship with you is limited to the specific Services provided to you; no other relationship, fiduciary or otherwise, exists or will exist between us.

8. Assignment
Neither this Agreement nor any Quote may be assigned or transferred by a party without the prior written consent of the other party. Notwithstanding the foregoing, a party may assign its rights and obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of its business.

9. Governing Law; Venue
This Agreement will be governed by, and construed according to, the laws of the state of Washington. You hereby irrevocably consent to the exclusive jurisdiction and venue of King County, Washington, for all non-arbitrable claims and causes of action with us that arise from or relate to this Agreement.

10. Merger
This Agreement coupled with the Quote and the Services Guide sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements or understandings related to the Services. Marketing materials and promotional information available at our website are for illustrative or educational purposes only and are not intended to create additional duties, requirements, service levels, or promises or guarantees of specific Services or specific results.

Contact Information


If you have any questions or concerns about these Agreement, please contact us:

Email: support@circletwice.com
Mailing Address: 5363 153rd Ave SE, Bellevue, Washington, USA

Get A Quote
Get A Quote