Terms & Conditions

END USER LICENSE AGREEMENT

Circular Library Network is committed to providing you with the best platform to maximize the circular economy potential of your hardware resources and community engagement. That means making it very easy to track, manage, and share IoT-enabled storage solutions, equipment, and community resources. We take a similar approach to our legal terms, keeping them comprehensive yet understandable.

This End User License Agreement (this "Agreement") is a binding agreement between Circular Library Network ehf ("CLN," "we," "us," or "our"), an Icelandic corporation, and you, the end customer and user of our products and services ("Customer," "you," or "your")—even if you purchased through one of our channel partners—and it governs your purchase and use of our hardware, software, and services.

You and CLN may each be referred to as a "Party" and collectively as the "Parties." Please keep in mind that your use of the Products after changes to this Agreement are published at https://www.circularlibrary.com/terms and notification via email or within the platform will constitute your acceptance of the changes. Any material changes are considered effective upon the earlier of (i) your continued use of the Products once you know about the changes, and (ii) 30 days after they are published.

By using any CLN service or product—including hardware, software, subscription services, or our community platform—you agree to be bound by this Agreement.

With all that in mind, the parties agree to the following terms:

1. The Service & Hardware-as-a-Service (HaaS) Model

CLN provides a combined Hardware-as-a-Service (HaaS) and Software-as-a-Service (SaaS) platform for managing circular economy initiatives through smart storage solutions (the "Service"). Our customers use the Service for tracking inventory, managing community sharing programs, monitoring resource utilization, and facilitating sustainable resource circulation.

The Service includes:

Hardware: IoT-enabled cabinets, smart locks, sensors, and related physical infrastructure
Software: Web-based dashboard, mobile applications, APIs, and management tools
Community Platform: Tools for member management, resource sharing, and community engagement
Support Services: Installation, maintenance, technical support, and ongoing updates

As a combined HaaS/SaaS platform, we are continually maintaining, modifying, improving, and updating both the hardware and software components of the Service. Hardware is provided on a lease or subscription basis, ownership of all hardware remains with CLN throughout the Term unless explicitly transferred through our Buyback Program.

In this Agreement, we refer to the Service, all related hardware, software, user documentation, community platform features, and other deliverables we may provide to you, collectively, as the "Technology."

2. Grant-Funded Systems vs. Standard Subscription

2.1 Grant-Funded Systems: Systems obtained through grant funding, government programs, or special financing arrangements are subject to specific restrictions:

Not eligible for the Buyback Program (see Section 5)
Must be returned to CLN at end of use for refurbishment, recycling, or redistribution
May have additional usage restrictions or reporting requirements as specified in your Purchase Order
Termination procedures may differ from standard subscriptions

2.2 Standard Subscription Systems: Systems purchased through standard commercial agreements are eligible for all program benefits, including the Buyback Program, and standard termination procedures apply.

3. Orders and Payment

3.1 Purchase Orders: You'll purchase the Service through purchase orders submitted by you and accepted by us, either directly or through an authorized channel partner, or via our online ordering system (each a "Purchase Order"). A Purchase Order must contain Customer's complete contact information, including business name, address, phone number, email address, billing information, and technical contact details. We may refuse to accept a Purchase Order in our sole discretion, in which case we will generally provide you electronic notice within three (3) business days of receipt of the Purchase Order to your email address specified on the Purchase Order.

3.2 Payment Terms: If we receive a Purchase Order through a channel partner, then payment terms will be between you and the channel partner. If we receive a Purchase Order directly from you, then we will deliver a written or electronic invoice to you, and payment in full will be due thirty (30) days from the date of the invoice unless otherwise specified in your Purchase Order.

3.3 Late Payment: Late payments may result in suspension of services, hardware deactivation, or termination of this Agreement. We reserve the right to charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

3.4 Taxes: You are responsible for all applicable taxes, duties, and similar charges imposed by any government authority, except for taxes based on our net income.

4. Term and Termination

4.1 Term: The term of this Agreement means the time period of the license to use the Service specified in the initial Purchase Order (the "Term"). The Term will be renewed for additional periods of the same duration (each a "Renewal Term") unless (i) you submit a Purchase Order for a new license of a different time period, in which case the Term will be renewed for the time period specified on such Purchase Order, or (ii) either party provides written notice to the other at least sixty (60) days in advance of the expiration of the then-current Term. CLN will deliver an invoice following the commencement of any Renewal Term, and payment will be due in accordance with Section 3 above.

4.2 Termination:

4.2.1 By Customer: You may terminate this Agreement at any time upon thirty (30) days' prior written notice to us. You may terminate this Agreement for cause if we breach any material obligations under this Agreement and fail to cure such breach within ten (10) business days following receipt of written notice from you (including by email). If you terminate this Agreement for cause, you will receive a refund equal to the pro rata amount you paid for the subscription to the Service allocable to the remaining Term.

4.2.2 By CLN: We may suspend your use of the Technology at any time if we reasonably believe you have breached any material obligation under this Agreement, including the payment terms of Section 3, the usage restrictions set forth in Section 6, or the community platform rules in Section 8. If such breach remains uncured ten (10) business days following receipt of written notice from us (including by email), we may terminate this Agreement. In such event, you will not be entitled to a refund of any amounts paid for your subscription to the Service.

4.3 Effects of Termination: Upon termination or expiration of this Agreement:

You must immediately cease using all hardware, software, and platform services
All hardware must be returned in accordance with Section 5 (eligible for buyback refund if applicable under standard subscriptions)
Grant-funded units must be returned for refurbishment or recycling only
You must delete or destroy all copies of our software and confidential information
All payment obligations accrued prior to termination remain due and payable

5. Hardware Buyback Program & Lifecycle

CLN offers a transparent lifecycle policy for hardware under standard subscriptions:

Duration Since PurchaseBuyback Refund

0–12 months 50% of original hardware cost

12–24 months 25% of original hardware cost

24+ months No refund—hardware must be returned

Important Notes:

Grant-funded systems are not eligible for buyback refunds
Hardware must be returned in good working condition, normal wear and tear excepted
Buyback refunds are processed within thirty (30) days of hardware receipt and inspection
Hardware damaged beyond normal wear may result in reduced or no refund
CLN reserves the right to inspect returned hardware and adjust refunds accordingly

6. Grant and Use Rights

6.1 License Grant: Subject to your compliance with the terms of this Agreement, CLN hereby grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Technology during the Term solely for your internal business purposes and in accordance with the specifications and documentation we provide.

6.2 Usage Restrictions: You will not (and will not permit anyone else with access to your user account within the Service to):

Disassemble, reverse engineer, decompile, or otherwise attempt to derive the source code, design, or structure of any hardware or software components
Copy, distribute, modify, or create derivative works of the Technology
Use the Technology other than in accordance with this Agreement, any specifications we provide, or all applicable laws and regulations
Allow unauthorized access to your user accounts or share login credentials
Use the Service beyond the scope of your license or for any unlawful purpose
Interfere with or disrupt the integrity or performance of the Technology
Access or attempt to access any data or information not intended for you
Use the Technology to provide services to third parties without our prior written consent
Remove, alter, or obscure any proprietary notices on the Technology

Such violations may result in immediate termination of services and possible legal action.

7. Ownership and Customer Data

7.1 Customer Data: You understand that by using the Service you will be transferring information about your inventory, resource utilization, community members, and operations, including data that may constitute personal information under applicable privacy laws (collectively, "Customer Data"). Customer Data includes information regarding:

Inventory and equipment details
Product and resource usage patterns
Location and tracking data
Community member information
User authentication data
Usage analytics and reporting data

CLN uses your Customer Data exclusively for the purpose of providing the Service to you, including displaying statistics regarding your usage to assist you in optimizing resource utilization and delivering enhanced user experiences. Except as set forth below regarding Insights, you retain all ownership in the Customer Data and grant CLN a limited right to use the Customer Data for the purpose of making the Service available to you and improving the service for you and other customers.

7.2 CLN Rights: CLN owns and retains all intellectual property rights in the Technology, including all hardware designs, software code, algorithms, processes, and the Insights (as defined below). You hereby assign to us all of your interest in any feedback, suggestions, or improvements you convey to us related to the Technology.

In connection with providing the Service to you, CLN uses Customer Data to generate:

Anonymous, aggregated reporting data regarding resource utilization across its customer base
Predictive analytics regarding usage patterns and optimization opportunities
Benchmarking and industry trend analysis
Other analytical data generated from but in no way identifying your specific Customer Data

(collectively, "Insights"). CLN owns all rights to such Insights.

8. Community Platform & Data Usage

8.1 Platform Access: Access to CLN's community tools and platform features is provided for your internal organizational use only and is subject to additional access rules as defined in our platform user interface and documentation.

8.2 Community Content Restrictions: You must not:

Share or disclose any community content, data, or communications outside the platform without prior written consent from CLN and relevant community members
Use the platform for any illegal, harmful, or inappropriate activities
Post content that violates intellectual property rights or privacy rights
Engage in harassment, discrimination, or other harmful behavior toward community members
Attempt to extract or scrape data from the community platform

8.3 Material Obligations: The restrictions and responsibilities related to community platform usage are considered material obligations under this Agreement. Violations may result in immediate suspension or termination of your access to the community platform or the entire Service.

8.4 Content Moderation: CLN reserves the right to monitor, moderate, and remove content from the community platform at its sole discretion to maintain a safe and productive environment for all users.

9. Customer Responsibilities

In addition to complying with the restrictions set forth in Section 6.2 and Section 8, you are responsible for:

9.1 Account Management: Establishing and maintaining secure administrative usernames and passwords for your user account(s) within the Service and ensuring that only your designated employees or authorized service providers have administrative access to the Service. You maintain full responsibility for all activities that occur under your accounts.

9.2 Data Security: Implementing appropriate security measures to protect Customer Data and prevent unauthorized access to the Technology through your systems or networks.

9.3 Compliance: Ensuring compliance with all applicable laws, regulations, and industry standards in your use of the Technology, including but not limited to data protection, privacy, and environmental regulations.

9.4 Hardware Care: Maintaining the hardware in good condition, protecting it from damage, theft, or misuse, and promptly notifying CLN of any issues or required repairs.

9.5 Staff Training: Ensuring that all users within your organization are properly trained on the appropriate use of the Technology and are aware of the terms of this Agreement.

CLN is not liable for any issues arising from your failure to fulfill these responsibilities.

10. Warranty, Repairs & Support

10.1 Hardware Warranty: All hardware comes with a two (2) year limited warranty covering defects in materials and workmanship under normal use conditions. CLN will repair or replace faulty units at no additional charge during the warranty period, provided the hardware has been used in accordance with our specifications and this Agreement.

10.2 Post-Warranty Support: After the warranty period expires, repairs and replacements are available at CLN's then-current published rates. We will provide advance notice of any rate changes.

10.3 Software Support: As part of the license granted to you in Section 6.1, we provide technical support services for the software components at no additional charge during normal business hours. Extended support options may be available for additional fees.

10.4 Warranty Exclusions: The warranty does not cover damage resulting from:

Misuse, abuse, or negligence
Unauthorized modifications or repairs
Environmental factors outside our specifications
Normal wear and tear
Acts of nature, accident, or third-party actions

More detailed support information can be found in our support documentation and FAQ.

11. Confidentiality

Each party (the "Recipient") understands that the other party (the "Discloser") has disclosed or may disclose non-public, proprietary information relating to the Discloser's technology, business operations, strategies, or other confidential matters (the "Confidential Information" of the Discloser).

The Recipient will:

Not use any Confidential Information except in connection with the performance of its obligations under this Agreement
Disclose Confidential Information only to employees or contractors who have a legitimate need to know such information and who are under similar confidentiality obligations
Protect Confidential Information with the same degree of care used to protect its own confidential information, but in no event less than reasonable care

Confidential Information does not include information that:

Is or becomes publicly available through no breach of this Agreement by the Recipient
Was lawfully received by the Recipient from a third party without confidentiality restrictions
Is developed independently by the Recipient without reference to or use of the Discloser's Confidential Information
Is required to be disclosed by law or court order (provided the Recipient gives prompt written notice to allow the Discloser to seek protective measures)

12. Intellectual Property Indemnification

12.1 CLN Indemnification: CLN will defend, indemnify, and hold you harmless from and against any claims that the Technology, when used in accordance with this Agreement, infringes any third-party patent, copyright, or trademark. CLN's obligations are conditioned on you providing prompt written notice of the claim, allowing CLN to control the defense and settlement, and providing reasonable cooperation.

12.2 Customer Indemnification: You will defend, indemnify, and hold CLN harmless from and against any claims arising from:

Your use of the Technology in violation of this Agreement
Your Customer Data or any content you provide
Your violation of applicable laws or third-party rights
Any modifications you make to the Technology

12.3 Remedies: If the Technology is subject to an infringement claim, CLN may, at its option:

Obtain rights for your continued use
Replace or modify the Technology to be non-infringing
Terminate this Agreement and provide appropriate refunds

13. Limitation of Liability and Disclaimer

13.1 Disclaimer:

CLN DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET ALL YOUR REQUIREMENTS. EXCEPT AS EXPRESSLY PROVIDED IN OUR HARDWARE WARRANTY AND SLA, WE SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE TECHNOLOGY OR ANY SUPPORT SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2 Limitation of Liability:

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE TECHNOLOGY, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Liability Cap: EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES YOU HAVE PAID TO CLN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.4 Essential Terms: The limitations and exclusions in this Section 13 are essential elements of the bargain between the parties and will apply even if any remedy fails of its essential purpose.

14. Data Protection and Privacy

14.1 Data Processing: CLN processes personal data contained in Customer Data in accordance with applicable data protection laws and our Privacy Policy, available at https://www.circularlibrary.com/privacy-policy.

14.2 Data Security: CLN implements appropriate technical and organizational measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction.

14.3 Data Transfers: You acknowledge that CLN may process and store Customer Data in Iceland or other jurisdictions where CLN or its service providers maintain facilities, subject to appropriate safeguards for international data transfers.

14.4 Data Subject Requests: CLN will reasonably assist you in responding to requests from data subjects regarding their personal information, as required by applicable data protection laws.

15. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, or widespread technology failures. The affected party must promptly notify the other party and use reasonable efforts to minimize the impact and resume performance as soon as reasonably possible.

16. Export Control

You acknowledge that the Technology may be subject to export control laws and regulations. You will comply with all applicable export and import laws and will not export, re-export, or transfer the Technology to any prohibited country, entity, or person without appropriate government authorizations.

17. Modifications to Terms

17.1 Right to Modify: CLN may update this Agreement from time to time to reflect changes in our services, legal requirements, or business practices.

17.2 Notice of Changes: Material changes will be communicated via email to your registered address and/or through prominent notices in the platform at least thirty (30) days before they take effect. Non-material changes (such as formatting, contact information updates, or clarifications that don't change the substantive terms) may be implemented without advance notice.

17.3 Acceptance: Your continued use of the Technology after the effective date of any changes constitutes acceptance of the modified Agreement. If you do not agree to any material changes, you may terminate this Agreement in accordance with Section 4.2.1.

18. General Provisions

18.1 Entire Agreement: This Agreement constitutes the entire agreement between you and CLN regarding the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter of this Agreement.

18.2 Severability: If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect, and such provision will be modified to the minimum extent necessary to make it valid and enforceable.

18.3 Governing Law and Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of Iceland, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction and venue of the courts located in Reykjavik, Iceland, for any action or proceeding arising out of or relating to this Agreement.

18.4 Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that CLN may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

18.5 Waiver: No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising any right or remedy will constitute a waiver of such right or remedy.

18.6 Notices: All notices required under this Agreement must be in writing and delivered by email or registered mail to the addresses specified in your Purchase Order or as otherwise updated by the parties in writing.

18.7 Survival: The provisions of Sections 7.2 (CLN Rights), 9 (Customer Responsibilities), 11 (Confidentiality), 12 (Intellectual Property Indemnification), 13 (Limitation of Liability), 14 (Data Protection), and 18 (General Provisions) will survive termination or expiration of this Agreement.

Thank you for choosing Circular Library Network. We're committed to supporting your circular economy initiatives and look forward to a successful partnership.

If you have any questions about this Privacy Policy, please contact us:

Circular Library Network EHF.
Skólagerði 1, 200 Kópavogur, Iceland
Email: privacy@munasafn.is