Software as a Service Agreement

Last updated: September 3, 2025

Thank you for your interest in using our services!

You must be at least eighteen (18) years old to use the Services.

This online Software as a Service Agreement (‘Agreement’) is entered into between Circle Internet Services, Inc., dba, CircleCI (‘CircleCI,’ ‘our,’ ‘us,’‘we’) and your employer/entity you represent, its Affiliates and Users, or, if that does not apply, you as an individual (each ‘you,’ ‘your’). Each of you and us is a ‘Party,’ and collectively, you and we are the ‘Parties.’ This Agreement, which incorporates our Acceptable Use Policy, Copyright Infringement Notice and Takedown Policy, Privacy Policy and Supplemental Terms as applicable, controls each Order that you may enter with us and governs your access to our Services, unless we’ve collectively negotiated a SaaS Agreement or other governing agreement.

Regardless of whether we’ve signed an Order between us, your access to the Services is expressly conditioned on your acceptance of this Agreement or other negotiated governing Agreement. This Agreement does not have to be signed in order to be binding. This Agreement is effective as of the earliest of (i) the date you first complete registration for the Services by clicking ‘I Agree/I Accept/Sign Up/Pay Now’ (or similar button or checkbox) (the ‘Acceptance Button’), (ii) access the Services or an Evaluation, or (iii) the effective date set forth on any Order (the ‘Effective Date’). When you click the Acceptance Button when registering for the Services, you are indicating your acceptance of this Agreement on behalf of your employer, another entity, or yourself, as applicable.

If you do not agree with the terms of this Agreement, or you don’t have the legal authority to bind your employer or another entity, do not click the Acceptance Button when presented to you. In this case, you may not use the Services.

PLEASE NOTE THAT IF YOU REGISTER FOR THE SERVICES USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU SHALL BE DEEMED TO REPRESENT SUCH PARTY, AND (B) YOUR CLICK ON THE ACCEPTANCE BUTTON WILL BIND YOUR EMPLOYER OR THE OTHER ENTITY TO THIS AGREEMENT.

  1. Definitions Used in this Agreement

    1. ‘Affiliate’ means a company, corporation or other legal entity that directly or indirectly controls, is controlled by, or is under common control with a Party to this Agreement. For purposes of this definition, ‘control’ means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity. When your Affiliate enters into an Order hereunder, it agrees to be bound by the terms of this Agreement as if it were you.
    2. ‘Agreement’ means collectively, this Software as a Service Agreement, along with our AUP, Copyright Infringement Notice and Takedown Policy, Privacy Policy and Supplemental Terms as applicable.
    3. ‘AUP’ means our standard Acceptable Use Policy, currently available at https://circleci.com/legal/acceptable-use/ or any successor URL.
    4. ‘California Privacy Law’ means the California Consumer Privacy Act of 2018 (CCPA) and any regulations promulgated thereunder, as amended by the California Privacy Rights Act of 2020 (CPRA).
    5. ‘California User Data’ means the personal information of consumers in California provided or made available by you to CircleCI.
    6. ‘CircleCI Content’ means source code, configurations, data, Documentation, reports, text, images, sounds, video, and content we make available to you under this Agreement.
    7. ‘Confidential Information’ means any technical, financial, business or other information provided by one Party to the other Party (including the terms of this Agreement), either designated as confidential or proprietary, or reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.
    8. ‘Copyright Infringement Notice and Takedown Policy’ means our Copyright Infringement Notice and Takedown Policy located at https://circleci.com/legal/copyright-infringement-policy/ or any successor URL.
    9. ‘Credit’ means our unit of usage measurement. You purchase Credits which are used to pay for various Fees associated with using the Services.
    10. ‘Credits Pricing Page’ means the publicly available web page with Credit use expenditure schedules for the Services, currently available at https://circleci.com/pricing/price-list/ or any successor URL.
    11. ‘Disclosing Party’ means the party that provides Confidential Information to the other Party.
    12. ‘Documentation’ means any documents, materials or Specifications that CircleCI makes available to you in any form or medium, that describe the installation, configuration, operation, use, functionality, components, features or requirements of the Services or CircleCI Content, excluding any marketing or other publicly available materials.
    13. ‘Equipment’ means the hardware, servers, software, operating systems, networking, web servers owned or controlled by you; and internet, telecommunications and ancillary service(s) needed by you to connect to or access the Services.
    14. ‘Fees’ means the amount we charge you for the Services and Support, the payment terms of which are outlined on an Order. Fees are payable in US Dollars via ACH or credit card.
    15. ‘Feedback’ means any suggestion, idea, improvement, enhancement request, recommendation, correction or other feedback voluntarily provided by you or any User to us relating to the operation of the Services. We may, without restriction and in our sole discretion, utilize Feedback to design, debug, display, perform, copy, make, have made, use, sell, and otherwise dispose of in any manner that we may choose without remuneration or accreditation to you.
    16. ‘Intellectual Property Rights’ means legal rights to intangible creations owned or licensed by a party under any copyright, patent, trademark, trade secret and other intellectual property laws worldwide.
    17. ‘Non-CircleCI Applications’ means any internet-based or offline software application, such as a version control system (‘VCS’), that is provided by you or a third party and interoperates with the Services.
    18. ‘Order’ means an order form or other ordering document, including any exhibits and Supplemental Terms as applicable, provided by us and entered into between the Parties and/or their respective Affiliate(s). An Order may be provided electronically or on your account page on our website, specifying the chosen Services and Support, and associated Fees and payment terms. For avoidance of doubt, if you use a purchase order system, the terms of the Order and Agreement take precedence over any conflicting terms of your purchase order.
    19. ‘Personal Data’ means information that, alone or in combination with other information, could be used to identify a User.
    20. ‘Privacy Laws’ means all laws and regulations regarding data privacy and transmission of Personal Data that apply to our provision of the Services to you (e.g., storing and processing Your Data), including, without limitation, Articles 25(1) and 26(1) of EU Directive 95/46/EC of 24 October 1995, General Data Protection Regulation 2016/679 (GDPR) and California Consumers Privacy Act of 2018 (CCPA), as amended by the California Privacy Rights Act of 2020 (CPRA).
    21. ‘Privacy Policy’ means our Privacy Policy located at https://circleci.com/legal/privacy/ or any successor URL.
    22. ‘Receiving Party’ means the Party that receives Confidential Information from the other Party.
    23. ‘Self-Hosted Applications’ means optional hybrid applications that provide additional functionality and are downloaded, installed and used on servers in your environment, but interact with our Services through an internet connection.
    24. ‘Services’ means our continuous integration/continuous deployment software-as-a-service platform, Self-Hosted Applications, and any other software, including downloadable software, and related technologies that may be made available by CircleCI to interoperate with the foregoing.
    25. ‘Specifications’ means the description of, minimum standards required, and the mode, means and mechanisms of action or functionality for the Services set forth in the Documentation.
    26. ‘Supplemental Terms’ means additional terms that apply to certain Services, including any product-specific terms that may be agreed by the Parties.
    27. ‘Support’ means free or paid ticket-based help with the Services.
    28. ‘Taxes’ means all applicable federal, state and local taxes, fees, charges, or other similar exactions, including, without limitation, sales and use taxes, excise taxes, VAT, GST, and other license or business and occupations taxes. Taxes do not include any taxes that are imposed on or measured by our net income, property tax, or payroll taxes.
    29. ‘Term’ means the period during which you subscribe to the Services.
    30. ‘Third-Party Content’ means information and data obtained by CircleCI from publicly available sources or our third-party content providers and made available to you and its Users through the Services, Evaluations or pursuant to an Order.
    31. ‘Updates’ means upgrades, new features, bug fixes, patches, and/or other error corrections to the software that we make from time to time in our sole discretion. Updates are subject to the terms of this Agreement upon release.
    32. ‘Usage Data’ means metrics and data relating to your or a User’s access to the Services, which may include configuration files, build logs, error logs, metadata, and other similar materials relating to the performance, availability, usage, integrity and security of the Services. CircleCI has dedicated substantial resources to collecting, managing, and compiling Usage Data, which, when combined with other data, is an original CircleCI compilation according to the copyright laws of the United States and other jurisdictions.
    33. ‘User’ means a discrete instance you authorize to access the Services and/or use Credits. Users may include, for example, you, your and your Affiliate’s employees, consultants, contractors, representatives and/or human or automated agents.
    34. ‘Your Data’ means any data, software code, your Confidential Information, or other information received by the Services from you, your Users or third parties, in the course of access to the Services, excluding CircleCI Content, Usage Data, Third-Party Content and Non-CircleCI Applications.

  2. Your Acceptance of the Terms of this Agreement and any Changes to It

    By entering into an Order or otherwise downloading, accessing or using the Services, you unconditionally accept and agree to all of the terms of this Agreement. This Agreement shall apply to all usage by you and each of your User(s) of the Services. We may modify this Agreement at any time by posting a revised version at https://circleci.com/legal/terms-of-service/, and the revised version will become effective on the day it is published; provided, however, that if an Order specifies a fixed term of twelve (12) months or longer, the modifications will instead be effective immediately upon the start of the next renewal Term, if applicable. In either case, if any change to this Agreement is not acceptable to you, as your sole and exclusive remedy, you may choose not to renew, including canceling the auto-renewal of any Terms, in accordance with the terms set forth in Section 9. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.

  3. Agreement Structure and Order of Precedence

    If there are any conflicts between this Agreement and any Order, this Agreement takes precedence and prevails over any Order.

  4. Free Evaluations

    We may invite you to participate in no-charge beta, pilot, trial, or other similar program (collectively, ‘Evaluation(s)’) for limited periods. Participation is by invitation and is voluntary, and you may thereafter opt out at any time in writing, which will terminate access. Evaluations are licensed solely for internal evaluation purposes, not production use, and are limited to thirty (30) days unless otherwise specified in an Order. We may discontinue Evaluations at its sole discretion and reserves the right to determine general availability of Evaluation features. EVALUATIONS ARE EXCLUDED FROM CIRCLECI’s REMEDIES UNDER SECTIONS 10, 11 AND 12. WHERE SUCH EXCLUSION IS UNENFORCEABLE, CIRCLECI’s TOTAL LIABILITY FOR EVALUATIONS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

  5. Ownership

    1. As to CircleCI

      We and our licensors own and retain all right, title and interest in and to the Services, CircleCI Content, Usage Data and Feedback and all associated Intellectual Property Rights therein. Except as provided in Section 6(a) below, (i) we grant no further rights to you or your Users under this Agreement; and (ii) nothing herein limits or restricts our right or ability to collect, analyze, store, process or use Usage Data.

    2. As to Your Data

      You own and retain all right, title and interest in and to Your Data and all associated Intellectual Property Rights therein. Subject to the limited licenses granted herein, we acquire no right, title or interest from you or your licensors under this Agreement in or to Your Data.

  6. License Grants; Obligations; Restrictions; Consequences

    1. License Grants.

      During the applicable Term and subject to the terms of this Agreement, each Order and your payment of all Fees,

      1. We grant to you and your Users a worldwide, non-exclusive, non-sublicensable, non-transferable right to (1) access the Services and Documentation, and (2) install the Self-Hosted Applications on Equipment for your Users to run, access, or otherwise interact with Self-Hosted Applications as permitted herein. You may make the minimal necessary copies of the Self-Hosted Applications and Documentation to exercise your rights under this Section 6(a)(i).
      2. You grant to us and our Affiliates and licensors a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, non-transferable [except as specified in Section 15(b)], license to receive, host, store, analyze, process, enhance, copy, transmit, distribute, create derivative works of, maintain and display Your Data that you or your Users submit or make accessible to the Services (either directly or via a Non-CircleCI Application, as further described in Section 7(d) below) solely to administer and provide the Services in accordance with this Agreement.
      3. If you use a Non-CircleCI Application with the Services, you grant us a license to provide the Non-CircleCI Application and its provider with access to Your Data and information about you and your Users’ usage of the Services, as appropriate, for the interoperation of that Non-CircleCI Application with the Services.

    2. Obligations

      You shall lawfully access the Services accordance with this Agreement as expressly licensed herein, including, without limitation, as set forth in this Section 6, the Documentation, and applicable laws and government regulations. You shall (i) ensure your Users’ compliance with this Agreement; (ii) be responsible for Your Data quality and legality and the means by which you acquired Your Data; (iii) use reasonable efforts to prevent unauthorized access, and promptly notify us of any breaches; (iv) provide necessary User disclosures and obtain required consents for sharing Users’ Personal Data with us and for us to use such Personal Data to provide the Services; and (v) comply with the Non-CircleCI Applications and our AUP terms, respectively. You shall promptly notify us if your Users violate this Agreement and cooperate with our investigations and enforcement actions. When we notify to modify, disable, or remove Your Data, Third-Party Content, or Non-CircleCI Applications that violate applicable law, third-party rights, or this Agreement, you shall do so promptly and confirm such actions in writing upon request. We may be required to provide such confirmation to third-party claimants or governmental authorities. You are liable for User violations and you and your Users are responsible for maintaining the security your account, and respective usernames, passwords and files, and the security of your and your Users’ use of the Services. We are not liable for losses from you or your Users non-compliance with the security obligations in this Section 6(b).

    3. Restrictions

      Other than the licenses granted to you in Section 6(a), this Agreement does not grant you any right to reproduce, modify, distribute, or publicly display or perform any other software included in the Services. You must not violate the Prohibited Uses section of our AUP.

    4. Consequences

      We may remove Your Data from or disable access to the Services in accordance with our Copyright Infringement Notice and Takedown Policy. If you do not remove Your Data, Third-Party Content or a Non-CircleCI Application upon notice from us, or if, we believe continued violation is likely to reoccur, we may disable or remove Your Data, Third-Party Content and/or the Non-CircleCI Application from the Services.

  7. Services and Support

    1. Creation of CircleCI Account

      When registering for the Services, you and your Users will create a CircleCI account by either providing your email address(es) and creating a password(s) or by authorizing the CircleCI application through a Non-CircleCI Application (e.g., GitHub via Oauth). Account information is governed by our Privacy Policy and must be accurate, current, and complete. You and your Users are responsible for maintaining the confidentiality of and activities that occur under your CircleCI account(s). We reserve the right to access your and your Users’ accounts to respond to your or your Users’ requests for technical support or to maintain security of the Services. We retain the right, but not the obligation, to monitor the Services and you Data.

    2. Provision of Services and Support

      We shall make the Services available to you and your Users under this Agreement and the applicable Order and will provide Support in accordance with the level chosen on any Order. Support names and associated features are included on each Order. We will use commercially reasonable efforts to make the Services available 24 hours per day, 7 days per week, except for: (i) planned maintenance, of which we will typically provide at least forty-eight (48) hours’ electronic notice and schedule when practicable during the weekend hours of 6:00 p.m. Friday to 3:00 a.m. Monday, Pacific time, (ii) unplanned emergency maintenance by us or our third-party vendors or hosting providers, or (iii) Force Majeure as defined in Section 15(c), internet service provider or Non-CircleCI Application failures or delays, or denial of service attacks, for which we may or may not be able to provide notice.

    3. Changes to Services and Support

      You may upgrade your Services and/or Support Plan at any time upon execution of an Order for the same. We will then promptly upgrade your account and send you a prorated invoice for the remaining Term of your current billing cycle. We do not provide mid-term Support Plan downgrades, but you may downgrade upon renewal. Credits are not returnable or refundable. From time to time, we may introduce new features/products or enhance current features/products to augment your experience. You may take advantage of the same as they become generally available. If there is a cost for using a new feature/product, such cost will be disclosed in the associated Documentation, and you will have the choice whether to use it. We may also introduce new features/products at no initial cost to you. Should we later decide to introduce Fees for such features/products, we will provide advance notice before transitioning to a paid model. We reserve the right to sunset any part of the Services, which would not affect the availability of the Services during your current Term. For any Services that sunset, we will provide information on available Services at renewal so you can make informed renewal decisions. We cannot extend third-party features if the third-party provider sunsets their feature, and we disclaim liability therefor.

    4. Non-CircleCI Applications

      You and your Users may access our Services through Non-CircleCI Applications by downloading, authenticating, registering, or logging into the respective application‘s website. Non-CircleCI Applications provide us with your and your Users’ information, which we use, store and disclose in accordance with our Privacy Policy. Third-party privacy practices and actions regarding Non-CircleCI Applications are governed solely by those parties’ policies, and we disclaim liability or responsibility therefor. We are not responsible for the accuracy, availability, or reliability of any information, content, or services associated with Non-CircleCI Applications and shall not be liable for any related damage or loss. We provide Non-CircleCI Application access as a convenience and do not endorse or recommend such applications.

    5. Software Updates

      1. We continuously update our cloud-based software. You access the newest software version each time you log into the Services.
      2. We may develop and release Updates to Self-Hosted Applications (‘SHA Updates’). We will post notices of SHA Updates on the Self-Hosted Application change log, and, if you have not agreed to automatic updates, you agree to download and install such SHA Updates promptly. You acknowledge that, once a SHA Update has been provided, older versions of Self-Hosted Applications or portions thereof may no longer operate properly. We shall have no liability for inoperability due to your delay in installing SHA Updates.

    6. Equipment

      You are responsible for obtaining and maintaining any Equipment you need to access the Services and for ensuring that your Equipment is compatible with the Services and complies with all configurations and Specifications set forth in the Documentation. We shall have no liability to you for any damage caused to your servers resulting from your access to the Services. You are responsible for maintaining the security of the Equipment and for all uses of the Equipment.

    7. Future Functionality

      Your purchases under this Agreement are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding any future functionality or features.

  8. Fees and Payment

    1. Fees

      You shall pay us the Fees set forth in each Order, under such Order’s terms and this Agreement. Fees are charged in advance through the purchase of Credits and a Support Plan, except for Fees for overages, which are charged in arrears. Unless otherwise stated in an Order, (i) Fees for renewal Terms are subject to the then-current pricing, and (ii) unless you provide us with official tax-exemption documentation, you are responsible for and will pay all Taxes imposed on or with respect to the Services purchased under this Agreement.

    2. Payments

      Payment terms are described in each Order. All amounts paid or payable are non-refundable, non-cancelable and non-creditable. If the amount you owe under this Agreement for the Services is ten (10) or more days overdue past the payment term agreed to on the Order, we may, in our sole discretion and without limiting any other rights and remedies, (i) limit your access to the Services and Support until such amounts are paid in full, or (ii) suspend or terminate the Order and/or Agreement in accordance with Sections 9(b) and/or 9(c)(ii), respectively, below. If we limit the Services under this Section 8(b), then we will have no liability for any resulting damage, liabilities, losses (including any loss of data or profits) or any other related consequences. Payments more than ten (10) days overdue past the payment term agreed to on the Order shall bear a late payment Fee of one and one-half percent (1.5%) per month, or if the maximum rate allowed by law is less, the maximum rate allowable by law.

  9. Term; Suspension; Termination; Survival

    1. Term of Agreement and Orders

      This Agreement will begin on the Effective Date and continue in effect until terminated. Each Party may terminate this Agreement with thirty (30) days’ advance written notice if all Terms of Orders for the Service have expired or are terminated in accordance with Section 9(b). The Term of each Order will be set forth therein, starting on the Effective Date of the Order and continuing for the time period specified.

    2. Suspension

      We may suspend your access to the Services and related services when (i) you are in breach of Sections 6(b), 6(c) or 8(b), or (ii) your use of the Services risks material harm to the Services or others. When practicable we will give you prior notice so that you may seek to resolve the issue and avoid suspension. We are not required to give you prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of law.

    3. Termination; Effect of Expiration or Termination; Survival

      1. Each Party may terminate this Agreement with thirty (30) days’ advance written notice if all Terms of Orders for the Service have expired or are terminated in accordance with Section 9(b). The Term of each Order will be set forth therein, starting on the Effective Date of the Order and continuing for the time period specified.
      2. Either Party may terminate any Order for cause upon written notice if the other Party fails to cure any material breach thereof within thirty (30) days after receiving a reasonably detailed written notice from the other Party alleging the breach. We may terminate any Order for cause upon written notice (1) within ten (10) days in the case of non-payment; and (2) immediately in the case of your or your User’s breach of Section 6(c). Upon any termination of this Agreement due to our uncured material breach of this Agreement, we will provide a prorated refund to you for any prepaid, undelivered Services under this Agreement. Termination is not an exclusive remedy, and all other remedies shall be available regardless of whether termination occurs.
      3. Upon expiration or termination of an Order or this Agreement, we (1) will terminate your access to the Services, Support and CircleCI Content; and (2) shall not be obligated to retain any you Data for longer than thirty (30) days after any such expiration or termination. Thereafter, we may in our sole discretion, delete all Your Data from the Services, which is unrecoverable. You shall destroy all copies of all CircleCI Content and all portions thereof in your possession and certify such destruction to us upon request.
      4. All provisions of this Agreement which should survive expiration or termination, including without limitation, Sections 3 (Agreement Structure and Order of Precedence), 5 (Ownership), 9 (Term; Suspension; Termination; Survival), 10 (Indemnification), 11 (Warranties and Disclaimer), 12 (Limitation of Liability), 13 (Confidentiality), 14 (Privacy, Security and Continuity), and 15 (Miscellaneous) shall survive any expiration or termination of this Agreement. The applicable Orders may identify additional terms that shall survive any expiration or termination of this Agreement.

  10. Indemnification

    1. You shall defend, indemnify and hold harmless us and our Affiliates, and each of their respective officers, directors, employees and agents (the ‘CircleCI Indemnitees’) from any claim, suit or action and all damages, losses and other liability to third parties (including without limitation reasonable attorneys’ fees) incurred by us to the extent resulting from (i) an allegation that Your Data infringes or misappropriates such third-party’s Intellectual Property Rights or (ii) your or its employees’ or agents’ gross negligence, willful misconduct or fraud.
    2. The applicable CircleCI Indemnitee will promptly notify you upon becoming aware of all threats, claims and proceedings related thereto, and such CircleCI Indemnitee will reasonably cooperate with you to resolve the applicable claim (at your cost). Each applicable CircleCI Indemnitee reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this Section 10. In such case, you agree to cooperate with any reasonable requests in assisting each applicable CircleCI Indemnitee’s defense of such matter. You shall not agree to, nor will we be responsible for, any settlement, judgment or other agreement which admits fault or incurs liability of us without our prior written approval, which approval will not be unreasonably withheld, conditioned, or delayed.

  11. Warranties and Disclaimer

    1. Warranties

      During the Term, we warrant, for your benefit only, that (i) we have the full right and legal authority to grant licenses provided herein and bind ourselves to the terms of this Agreement; and (ii) the Services shall be provided in a professional and workmanlike manner. You represent and warrant that you: (x) have the full legal authority to bind your employer, such other entity, or yourself, as applicable, to the terms of this Agreement; (y) have read, understand and agree to the terms of this Agreement on behalf of your employer/entity or yourself, as applicable; (z) you own or license rights to any Equipment on which Self-Hosted Applications is installed and are solely responsible for the configuration, security, and maintenance of such Equipment.

    2. Disclaimer

      EXCEPT AS PROVIDED HEREIN, THE SERVICES, EVALUATIONS, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

  12. Limitation of Liability

    UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL WE OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU, ANY USER OR ANY THIRD-PARTY FOR ANY (i) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES; OR (ii) COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU, YOUR AFFILIATES, OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, SHALL IN NO EVENT EXCEED THE GREATER OF THE FEES PAID OR PAYABLE BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR OR YOUR USER’S CLAIM OR ONE HUNDRED DOLLARS (US$100.00). YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 12 IS TO ALLOCATE THE RISK UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTEES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR SOME USERS. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

  13. Confidentiality

    All Confidential Information shall be held in confidence and will not be disclosed or used except to the extent necessary to carry out the Receiving Party’s obligations or express rights hereunder, unless otherwise authorized by the Disclosing Party in writing. The Receiving Party will use the same reasonable care that it uses to protect the confidentiality of its own Confidential Information of like kind. These obligations shall not apply to information that (i) was previously known by the Receiving Party, as demonstrated by documents or files in existence at the time of disclosure; (ii) is generally and freely publicly available through no fault of the Receiving Party; (iii) the Receiving Party otherwise rightfully obtains from third parties without restriction; or (iv) is independently developed by the Receiving Party without reference to or reliance on the Disclosing Party’s Confidential Information, as demonstrated by documents or files in existence at the time of disclosure. To the extent compelled by law, the Receiving Party may disclose Disclosing Party’s Confidential Information, provided that to the extent legally permitted, the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure. At Disclosing Party’s request and expense, Receiving Party shall provide reasonable assistance to Disclosing Party if it wishes to seek a protective order or other remedy to contest such disclosure. If such protective order or other remedy is not obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required and use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. If such protective order or other remedy is not obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required and use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information.

  14. Privacy, Security and Continuity

    1. Privacy

      We will use Your Data only as permitted by Privacy Laws, our Privacy Policy and this Agreement. Our Privacy Policy states how we will collect, store, use and disclose Your Data, including Personal Data. If you do not agree with our Privacy Policy, then you must stop using the Services immediately. We encourage you to periodically review our Privacy Policy, as it may change from time to time. We shall each comply with our respective obligations under the applicable Privacy Laws. In this regard, you will be solely responsible for providing any notices required by applicable Privacy Laws to, and receiving any consents and authorizations required by applicable Privacy Laws from, persons whose Personal Data may be included in the Your Data. You may request, review and execute our Data Protection Addendum (‘DPA’) located at: https://circleci.com/legal/data-privacy/ or any successor URL to provide protection of Personal Data of natural persons located in the European Economic Area or United Kingdom under the GDPR or UK law, respectively.

    2. California Privacy Law

      For clarity under this Section 14(b), the terms ‘business’, ‘business purpose’, ‘commercial purpose’, ‘consumer’, ‘personal information’, ‘sensitive personal information’, ‘sell’, ‘share’ and ‘service provider’ have the meanings set forth in the California Privacy Law. We are acting as a service provider in connection with this Agreement with respect to the California User Data, and we receive the California User Data from you for a business purpose. You represent and warrant to us that you (i) are acting as a business in connection with this Agreement with respect to the California User Data, and (ii) you are sharing and making available the California User Data to us for a business purpose and in accordance with the California Privacy Law. You and we both agree to comply with our own respective applicable obligations under and provide the same level of privacy protection to California User Data as required by California Privacy Law.

      1. Our Obligations

        We agree not to sell, share, retain, use or disclose California User Data (i) for any purpose other than for the specific purpose of performing the Services or for a commercial purpose other than providing the Services, or (ii) outside of the direct business relationship between CircleCI and you, including by not combining any California User Data with other personal information collected or received from another source except as otherwise permitted under the California Privacy Law.

      2. Your Obligations and Rights

        You agree that you (i) will only disclose California User Data to CircleCI for the limited purpose of using the Services in accordance with the Agreement, and (ii) represent that the California User Data does not contain sensitive personal information. If We engage in an unauthorized use of California User Data, you may, upon reasonable notice to us, take reasonable and appropriate steps to stop and remediate the unauthorized use of the California User Data.

    3. Security of the Services; Protection of Your Data

      We shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Your Data (other than by you or your Users). We shall not be responsible or liable for any deletion, correction, damage, destruction or loss of Your Data that does not arise from a breach of our obligations under this Section 14(c).

    4. Data Transmission and Encryption

      Your Data is encrypted at rest and in transit. While we maintain a Data Backup Policy that requires restoration capabilities within common industry timelines, you are solely responsible for adequate backup of Your Data. Except for unauthorized access due to our negligence, we shall have no liability to you for any third-party unauthorized access to any of Your Data, or any corruption, deletion, destruction or loss of any Your Data.

    5. Business Continuity & Disaster Recovery

      Throughout the Term, we shall implement and maintain commercially reasonable business continuity and disaster recovery plans to help ensure availability of the Your Data following any significant interruption or failure of critical business processes or systems affecting the Services.

  15. Miscellaneous

    1. Governing Law; Venue; Attorney’s Fees

      This Agreement is governed by and construed pursuant to California law and controlling United States federal law, without regard to the conflicts of law provisions of any jurisdiction. The Parties (i) hereby generally, irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts in San Francisco County, California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement; (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in such state and such courts; and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. This choice of jurisdiction does not prevent either Party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of Intellectual Property Rights. The Services are a service, not goods, and are not subject to the Uniform Commercial Code, or the United Nations Convention on the International Sale of Goods. If any action is necessary to enforce the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees, costs and expenses, in addition to any other relief that such prevailing Party may be entitled.

    2. Assignment

      Neither Party may assign this Agreement or its rights or obligations without the other Party‘s prior written consent, which shall not be unreasonably withheld. Either Party may assign this Agreement and all associated Orders to a successor-in-interest through merger, acquisition, reorganization, sale of substantially all assets, change of control, or to Affiliates. Your assignments remain subject to pre-transfer usage limitations under applicable Orders. Unauthorized assignments are void. This Agreement binds the Parties and their permitted successors. There are no third-party beneficiaries.

    3. Force Majeure

      Except for your obligations under Section 8(a), performance under this Agreement is excused if either Party cannot perform due to causes beyond its reasonable control, including but not limited to war, riots, labor unrest; fire, earthquake, flood, hurricane or other natural disasters or acts of God; or internet failures or denial of service attacks (collectively, ‘Force Majeure’), for the resulting period of delay or inability to perform. The affected Party must (i) promptly notify the other Party of the Force Majeure’s nature and expected duration; (ii) use commercially reasonable mitigation efforts; (iii) provide periodic status updates; and (iv) promptly notify when the Force Majeure ends.

    4. Independent Contractors

      The Parties are independent contracting parties. Neither Party has, or shall hold itself out as having, any right or authority to incur any obligation on behalf of the other Party. The Parties’ relationship in connection with this Agreement is not construed a joint venture, partnership, franchise, employment, fiduciary, or agency relationship between the Parties, or as imposing any liability upon either Party that otherwise might result from such a relationship. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment and income-related taxes.

    5. Licensing the Services Through a Reseller or Marketplace

      Notwithstanding anything to the contrary in this Agreement, if you purchase a license to the Services through an authorized partner, reseller or marketplace (‘Third-Party Seller’):

      1. You agree to be bound by the terms of this Agreement.
      2. We will invoice your Third-Party Seller, not you. You will pay the applicable amounts to the Third-Party Seller, as agreed between you and your Third-Party Seller, and Third-Party Seller will pay us. We may suspend or terminate your rights to access the Services if we do not receive the corresponding payment from the Third-Party Seller.
      3. Your Order details (e.g., the Services that Third-Party Seller is purchasing on your behalf, the Term, etc.) will be as stated in the Order that the Third-Party Seller places with us on your behalf, and the Third-Party Seller is responsible for the accuracy of any such Order as communicated to us. We will only provision the Services to you after we receive and accept the Order from the Third-Party Seller.
      4. If you are entitled to a refund from a Third-Party Seller, the Third-Party Seller is solely responsible for providing such refund to you. We disclaim liability for any refunds a Third-Party Seller owes you.
      5. Third-Party Sellers are not authorized to modify this Agreement or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set forth in this Agreement, unless agreed in writing by us and provided to you.

    6. Notices

      1. We will provide (1) platform-related notices to you through the platform or by email to the email address on your most recent Order, (2) billing-related notices by email to you or your designated accounts payable contact, and (3) other notices to you by regular mail at the address on your account or by email to the email address on the most recent Order or email communication between the Parties.
      2. You shall send (1) billing questions and notices to CircleCI by email at ar@circleci.com, (2) written notices to Circle Internet Services, Inc. by regular mail at 2261 Market Street #22561, San Francisco, CA 94114 with a copy to legal@circleci.com, and (3) notices for material breach only, by personal delivery or internationally recognized overnight delivery to Circle Internet Services, Inc. at 130 Sutter Street, Suite 700, San Francisco, CA 94104, Attn: Chief Legal Officer, with a copy to legal@circleci.com.
      3. Notices shall be deemed delivered as follows: (1) platform and email notices, on the day sent; (2) regular mail, three (3) days after postmark and (3) personal and overnight delivery, on the date of signature confirmation.
      4. Either Party may provide a subsequent email or physical notice address to the other Party as outlined herein.

    7. Anti-Corruption

      Each Party shall comply with applicable laws concerning anti-bribery and anti-corruption, which includes the United States Foreign Corrupt Practices Act of 1977 as may be amended. As of the date of this Agreement and the date of each Order, you represent that you have not received or been offered any illegal or otherwise improper bribe, kickback, payment, gift or other thing of value from any our employees, representatives or agents or our Affiliates in connection with this Agreement. You shall use reasonable efforts to promptly notify us if you become aware of any circumstances that are contrary to the foregoing representation.

    8. Government Users

      If your employer/entity is a U.S. Government Agency or this Agreement becomes subject to the Federal Acquisition Regulations and/or Supplements (“FAR”), the Services constitute “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212, DFARS 252.227-7014 and DFARS 227.7202, and the U.S. Government’s right to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in this Agreement. If your employer/entity is a U.S. Department of Defense entity, technical data customarily provided to the public is being furnished in accordance with DFARS 252.227-7015. The commercial computer software and commercial computer software documentation are being licensed to U.S. Government end users only as Commercial Items with the same rights granted to all other end-users. Provisions of this Agreement inconsistent with federal procurement regulations or other federal law are unenforceable against the U.S. Government. Any additional rights a U.S. Government Agency may need shall require a mutually acceptable written addendum to this Agreement.

    9. Export Control

      Your download and access to the Services and Documentation shall be in compliance with all export and import Laws. You represent and warrant that you and your Users are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country or territory subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country or territory. You will not submit any data controlled under the U.S. International Traffic in Arms Regulations. To avoid access interruption or denial, you and your Users should not log into CircleCI Services while in a country or territory sanctioned by the U.S. government.

    10. Publicity

      Unless otherwise specified in the applicable Order, we may use your name, logo and marks to identify you as a customer of ours on our website and other marketing materials.

    11. Severability

      If any provision of this Agreement or any Order is adjudged by any court of competent jurisdiction unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement and any applicable Order will otherwise remain in full force and effect and enforceable.

    12. Waiver

      A Party’s failure or delay in exercising any right hereunder does not operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.

    13. Entire Agreement

      This Agreement, together with all applicable Orders (including any other terms referenced in any of those documents), comprises the entire agreement between the Parties regarding the subject matter of this Agreement, and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding such subject matter. This Agreement may only be modified by written, mutual agreement of the Parties.

To view the prior version of these terms, please click here.