Terms of use

Applicability.

1. Circles Workshops Ltd. (“Circles“) provide a digital platform (the “Support Platform“) and a mobile application (the “App“), on which Members (as defined below) may join certain support groups and chatrooms, which allow Members to exchange and discuss certain life challenges Members are experiencing, with other Members who are experiencing similar challenges, all as detailed below, and as may be amended from time to time by Circles (at its sole discretion).
2. On the Support Platform or the App, Premium Members (as defined below), may join certain online video-based support groups, each group consisting of a small number of Premium Members (“Circles Plus Group“), which is facilitated by a trained group facilitator, provided by Circles (the “Group Facilitator“).
3. Via the App, Circles provides Members (as defined below) access to certain Freemium Audio Rooms (as defined below), which may be led by different kinds of moderators (depending on the different kind of Freemium Audio Rooms): (i) a Group Facilitator (ii) a Guide (as defined below), or (iii) a Host, as defined below (the ”Host”, together with the Guide and the Group Facilitator, each a “Moderator”), all as further described hereinafter. 
   
   

“Member” shall mean, collectively, Premium Member and Freemium Member (both as defined below).

4. These terms of use (“TOU“) govern the legal terms of the websites of Circles at domains Circlesup.com (the “Site“), as well as of the Support Platform and the App, and of any services provided therein or there through, including but not limited to Meetings, as defined below (“Platform Services“, together with the Site, the App and the Support Platform, the “Services“), and certain text, articles, information, graphics, video, pictures, documents to be downloaded, messages, contributions and discussions, and any other content available on and/or through the Services, as well as any additional Group content (collectively, “Content“), which are made available to you (“User“). The TOU, together with Circles privacy notice, available at circlesup.com (“PN“ and together with the TOU the “Terms”), constitute the entire and only agreement between Circles and either the User, Moderators, and supersede all other agreements, representations, warranties and understandings with respect to the Services and the Content and the subject matter contained therein. 
5. By installing or attempting to install the App and/or by attempting to use and/or by using the Services and/or the Content, or any part thereof, User agrees to fully comply with and to be bound by the TOU and PN. If User does not accept the TOU or the PN, User must not access and use the Services and/or the Content, or any part thereof, and/or immediately stop any use of the Services and/or the Content.
6. Circles may, from time to time modify the TOU and/or PN. Any modified TOU and/or PN will be effective upon being posted on the Services. If User does not agree to the TOU as amended, User must stop using the Services and/or the Content. Circles will notify the User via the Services regarding material changes in the TOU. User is advised that if User does not terminate all use of the Services and/or the Content, or any part thereof, User will be deemed to have accepted the TOU, as amended.
   
   

NO MEDICAL OR EMERGENCY SERVICES.

7. IN CASE YOU SHOULD EXPERIENCE ANY KIND OF MEDICAL SITUATION OR CRISIS (WHETHER MENTAL OR PHYSICAL, EMERGENCY OR OTHERWISE) OR IN CASE YOU SHOULD FEEL SUICIDAL, PLEASE DIAL 988 OR ANY OTHER APPLICABLE SUICIDE HOTLINE IN YOUR REGION IMMEDIATELY. CIRCLES DOES NOT PROVIDE ANY KIND OF MEDICAL SERVICES OR EMERGENCY SERVICE.
   
   

NO PSYCHOLOGICAL ADVICE.

8. IN CASE YOU ARE SEEKING PROFESSIONAL PSYCHOLOGICAL COUNSELING, PLEASE REFER TO A PSYCHOTHERAPIST OR A PSYCHOLOGIST. PLEASE NOTE THAT CIRCLES DOES IN NO WAY PROVIDE ANY PSYCHOLOGICAL ADVICE. THE PLATFORM SERVICES PROVIDE A SPACE ON WHICH MEMBERS FACING SIMILAR CHALLENGES MAY EXCHANGE THEIR EXPERIENCES, WHILE IN CERTAIN CASES, BEING MODERATED BY A MODORATOR. EVEN IF SUCH MODORATOR MIGHT BE A PSYCHOLOGIST OR A CLINICAL SOCIAL WORKER, ON THE PLATFORM SERVICES THE MODORATORS WILL SOLELY HOLD THE POSITION OF A MODORATOR, AND WILL NOT PROVIDE ANY PSYCHOLOGICAL ASSISTANCE OR ANY OTHER TYPE OF THERAPY.
   
   

Representations. 

9. By using the Services and/or the Content User represents that (i) User is not under 18 years of age; (ii) User is authorized to use the Services and the Content; (iii) User agrees to be bound by the terms of these TOU and the PN; (iv) its use of the Services and the Content does not conflict any law applicable to User; (v) User shall not and shall not attempt to disrupt the operation of the Services in any way, including through use of viruses, Trojan horses, worms, time bombs, spamming, or the like; (vi) User shall not use the Services in any manner that could damage, disable or impair the Services and (vii) User hereby acknowledges that Circles does not in any way represent, warrant or guarantee any specific outcome or result of User’s use of the Services (including that Circles does not warrant that User will actually obtain any help, assistance, and/or support, or that User will experience any actual improvement with respect to or obtain any solution for User’s life challenges on the Platform Services), and User further acknowledge that Circles does not provide emergency assistance services nor have any liability with respect to any outcome or result of User’s use of the Services, and User waives any claims with respect to any such outcome or result.
   
   

Account.

10. In order to access the Services, User must first enroll to establish an individual Member account (“Account”), by providing certain information. User agrees that User will not create more than one Account, or create an Account for anyone other than User without first receiving permission from the other person. 
11. User agrees to: (i) provide true, accurate, current and complete information about User; and (ii) maintain and promptly update such Account information to keep it true, accurate, current and complete, at all times. 
12. User shall at all times remain responsible for maintaining the confidentiality of User’s Account password and username (if any) and any other security information related to User’s Account. Circles will not be liable for any loss that User incurs as a result of someone else accessing and using User’s Account, either with or without User’s knowledge.
13. It shall be clarified that neither Circles nor its affiliates are under any obligation to respond to any messages posted on the Services. User is solely responsible for the information or material User posts on the Services.
    
    

Services Available on The Support Platform.

14. Circles Plus.
    • Registration as a Premium Member. In order to join a Circles Plus Group a User (whether on the Platform Services or via the App) shall press on the “Sign-Up” button (or similar button designated for such purpose). User shall click on the “Circles Plus Group” page (or similar page designated for such purpose). There User shall click on the link “Register Now for the Circles Plus Group!” (or a similar link designated for such purpose), with respect to the Circles Plus Group User wishes to join. User shall insert the requested details, in the designated form (e.g. User’s nickname, i.e. the name under which User will be seen by the other Premium Members or Group Facilitator, phone number, email address) and submit the payment information, as requested on the order form presented to User, for the payment of the first month of User’s joining the Circles Plus Group, when pressing the “Pay Now” button (or a similar button designated for such purpose). It shall be clarified that a User cannot register to more than one Circles Plus Group at once, unless approved by Circles.  
    • After User has completed the registration process for opening and Account and paid the applicable fees by pressing the “Send’ button (or a similar button designated for such purpose), and Circles received the amount of money, in accordance with the payment terms, all as provided in the Support Platform (or the App, as the case may be), at Circles’ sole discretion, Circles may send User a confirmation of User’s registration to the applicable Circles Plus Group, including User’s log-in credentials to the Platform Services. A Circles Plus Group registered User shall be referred to as a “Premium Member“. By pressing the “Send” button User acknowledges and agrees that (i) Circles is under no obligation whatsoever to register, react, and/or contact User within a certain time frame or User at all; (ii) Circles does not commit to timely reviewing and/or considering and/or answering User’s request to register. At its sole discretion, Circles may consider the User’s request to register for the Platform Services; and (iii) Subsequently to Circles’ confirming a User as a Premium Member, either Circles or a Group Facilitator may call User, in order to discuss certain topics regarding User’s suitability for the Circles Plus Group. 
    • Following the call, Circles may at its sole discretion decide whether User may join a Circles Plus Group or not. Circles is not obligated to provide User its decision or any reasoning in writing or in any other form.
    • Circles reserves the right to suggest Premium Member to participate in a different Circles Plus Group (i.e. not the Circles Plus Group User chose), if Circles considers another Circles Plus Group to be more suitable for Premium Member. Premium Member is not obligated to accept Circles’ suggestions, however, Premium Member might not be allowed to participate in any other Circles Plus Group, than the one suggested by Circles.
    • A Premium Member is entitled to participate in the weekly meetings of the Circles Plus Group (“Circles Plus Group Meeting“), subject to the terms hereof, and the guidelines which might be provided in the Services and/or by Circles and/or the Group Facilitator from time to time. 
    • Other than cases where the Group Facilitator may call a Premium Member to discuss certain topics regarding Premium Member’s suitability for the Circles Plus Group, Premium Member may request, and the Group Facilitator may, at its sole discretion choose, to enter into any communication with any Premium Member outside the Circles Plus Group, and outside a Circles Plus Group Meeting, but in no event outside of the Platform Services, or via chat, and if by phone, then only Group Facilitator’s work phone, as presented on the Circles Plus Group Meeting, if requested to do so by a Premium Member or at Group Facilitator’s own initiative, in order to discuss issues arising in or related to the Circles Plus Group. It shall be clarified that such communication (“Related Communication“) is subject to these Terms, and the provisions of the Terms shall apply mutatis mutandisto such Related Communication. Other than the abovementioned Related Communication, there might occur cases of communication and/or encounters and/or relationships, amongst Users, Premium Members and/or Group Facilitator, conducted outside the Platform Services which deviates from any Related Communication. Notwithstanding anything to the contrary herein, it shall hereby be clarified that, except for Related Communication, Circles shall not be liable in any way for any such other communication amongst Users, Premium Members and/or Group Facilitator. All such contact and communication are made at the User’s and/or Premium Member’s and/or Group Facilitator’ own responsibility and risk.
    • Payment shall be conducted in accordance with the terms of the applicable order form presented to User on the Platform Services, as part of the above-mentioned sign-up process, on a timely basis, and in accordance with the fee schedule, and the terms and rates published by Circles from time to time (collectively, “Payment Terms“). Such fees and charges (including any taxes and late fees, as applicable) may be charged to the credit card or PayPal account Premium Member provided during the initial setup of Premium Member’s Account. Premium Member agrees to maintain valid credit card information in Premium Member’s Account. By providing Circles with credit card information Premium Member authorizes Circles to bill and charge Premium Member’s credit card in accordance with Circles’ Payment Terms.
    • It shall be clarified that payment shall be made each month up-front & renewed automatically, in accordance with Circles’ Payment Terms.  
      
      

Services Available on The App 

15. Circles Plus. User may register as a Premium Member, in order to join a Circles Plus Group, as further described above, under Section ‎14.
16. Freemium Audio Rooms.
    • There are three different kinds of rooms available on the App: a Facilitated Room, a Guided Room and/or a Peer Chatroom (each, as defined below, collectively “Freemium Audio Rooms”).
    • In order to receive access to a Freemium Audio Room, User shall begin the registration process for opening an Account by clicking on the “Sign Up” button (or similar button designated for such purpose). Users shall insert the requested details on the “Sign Up” form (e.g., User’s nickname, i.e., the name under which User will be seen by the other Freemium Members or Moderators, participating in the Freemium Audio Rooms, phone number, email address) and then press the “Send” button (or any similar button). Once the User has completed the Account registration process on the App, User shall be referred to as a “Freemium Member“, all as further described herein. A Freemium Member may choose to join any of the chatrooms presented on the “Freemium Audio Rooms” page, by clicking on the button “Join” (or any similar button) with respect to the Freemium Audio Room Freemium Member wishes to join.
    • A Freemium Member is entitled to participate in any Freemium Meeting, subject to the terms hereof, and the guidelines which might be provided in the App and/or by Circles and/or the respective Moderator, from time to time.
    • A Freemium Member can choose to attend a Freemium Audio Room Meeting (as defined below), by pressing the “listen” button, without operating the audio function (by pressing the button “join with mike off”), or with the audio function on (by pressing the “unmuted” option).
    • A Freemium Member and a Moderator may click on certain buttons, as those appear during a Freemium Meeting, in accordance with their role, i.e., Freemium Member or Moderator. For example, the Moderator will be presented with additional functions than a Freemium Member, such as, “Mute” “Remove”, or “Ban” buttons, to be able to manage the Freemium Members’ use and participation during a Freemium Meeting.
    • After a Freemium Meeting, Freemium Member may provide feedback to either the Moderator or Circles (as the case may be) via the Services and/or share its’ experience with respect to the respective Freemium Meeting.
    • The Types of Freemium Audio Rooms.
      • Facilitated Rooms. Circles may offer Freemium Member to join an audio-based group, facilitated by a Group Facilitator (“Facilitated Room”).
      • Guided Rooms.
        • Circles may offer Freemium Member to join an audio-based group that is notfacilitated by a Group Facilitator, but rather moderated by a User of the Services (“Guided Room”), who are considered to have certain life experience and knowledge in the subject matter of the respective Guided Room.
        • In order to create and moderate a Guided Room, a Freemium Member may initiate a request by pressing on the “Become A Guide” button (or similar button), and submitting an application form, as presented on the App (“Application”), or Circles may invite Users (at Circles sole discretion), to become a Guide, which User may accept or decline, both of which must be approved by Circles (“Guide“). Following the Application Circles may, at its sole discretion, contact the Freemium Member and approve him as a Guide of a Guided Room.
      • Peer Chatrooms. Circles may offer Freemium Member to join a self-help, audio-based peer support chatrooms (the “Peer Chatroom”), conducted without a mental health professional or a trained guide to mediate it, and are focused on providing Freemium Member the chance to discuss their experiences and difficulties with other Freemium Members that cope with similar situations. Freemium Members may volunteer to be a host and help to lead the discussion on a Peer Chatroom (the “Host“), however there is no responsibility on the Host, other than welcoming the Freemium Members to the Peer Chatroom session and trying to keep the discussion alive.
    • Pricing and Payment Terms. Registration for an Account as a Freemium Member to a Freemium Audio Room and participation in a either a Facilitated Room meeting or a Guided Room meeting, or a Peer Chatrooms meeting (collectively, a “Freemium Meeting” and together with the “Circles Plus Group Meeting”, each a “Meeting”) shall be in accordance with Circles’s Pricing and Payment Terms, as Circles may update from time to time, at its sole discretion.
    • Representation & Warranties of Moderators. By facilitating a Facilitated Room or by either submitting an Application to serve as a Guide or accepting an invitation of Circles to become a Guide of certain Guided Rooms, or by pressing the “Volunteer” button (or any similar button) to serve as a Host of certain Peer Chatrooms, each Moderator acknowledges, agrees, represents, and warrants that: (i) it may besubject to a vetting process before or after becoming a Moderator (such as examine the suitability of a topic and context for a Guided Room or Peer Chatrooms) as well an ongoing training process, during their use of the Services, as a Moderator (ii) Circles may revoke a Moderator appointment, at any time and at its’ sole discretion; (iii) each o Moderator shall fully comply with the TOU, the PN, the Services code of conduct, attached hereto as Exhibit A (the “Code”) and any additional terms provided to the Moderator, with respect to their respective Freemium Audio Room, by Circles from time to time; (iv) Moderators are solely responsible, at all times, for their use of the Services and are fully liable for any damages arising in connection with their use of the Services, including without limitation, in connection with a Freemium Meeting, and each Moderator further acknowledge that Circles does not have any liability with respect to any outcome or result of Moderator’s use of the Services, and each Moderator waives any claims with respect to any such outcome or result; (vi) Moderators shall be responsible for ensuring that their respective Freemium Audio Rooms, as managed by such each Moderator, are conducted in accordance with these Terms and in accordance with applicable law, including without limitation, by blocking a Freemium Member from entering into the respective Freemium Meeting (if considered necessary by the Moderator) and/or by timely reporting Circles of any Freemium Member who violates the Terms or applicable law;  (vii) in case Freemium Audio Rooms remains inactive due to lack of interest or Freemium Members interactions or Moderators absence or otherwise, Circles may, at its sole discretion, deactivate, cease, terminate and/or remove all related content from such Freemium Audio Room.
    • Representation & Warranties of Freemium Members. By pressing the “Send” button (or any similar button) each Freemium Member acknowledges, agrees, represents, and warrants that: (i) following Freemium Member attendance in a Freemium Meeting, Circles may send Freemium Member offers and/or suggestions relating to the respective Freemium Audio Room, Freemium Member joined or suggestions Circles believe are suitable to Freemium Member, at Circles sole discretion; (ii) Circles is under no obligation to offer Freemium Audio Rooms to any Freemium Member; (iii) Circles may provide Freemium Member with or deny Freemium Member access to Freemium Audio Rooms, all at Circles’ sole discretion; (iv) Circles shall be entitled to suspend or terminate Freemium Audio Rooms at any time and for any reason or for no reason, without any prior notice, and without any liability to Freemium Member; (v) Circles shall not be responsible for the vetting and training process of a Moderator (vi) each of the Freemium Audio Room and/or Freemium Meeting may remain active within the App, until either the Moderator or Circles chooses to cease or remove Freemium Audio Room and/or  Freemium Meeting (in whole or in part), all at Circles sole discretion; (vii) Circles may cease, terminate and/or remove all related content from a Moderator, at its sole discretion; (viii) Circles is not obligated (but is entitled) to review, monitor or edit the information from Freemium Audio Room Meetings and/or communications conducted between Freemium Members of the Freemium Audio Rooms, on the App, and expressly disclaims responsibility for, and liabilities resulting from, any such information or communications.
    • CIRCLES IS NOT RESPONSIBLE OR LIABLE IN ANY WAY FOR (I) THE INITIATION, PERFORMANCE, QUALITY OF AND FOR ESTABLISHING ANY FREEMIUM AUDIO ROOM, (II) THE MODERATORS, (III) ANY INTERACTION IN ANY FORM BETWEEN THE MODERATORS AND THE FREEMIUM MEMBERS, AND/OR (III) FOR ANY DAMAGES ARISING IN CONNECTION WITH ANY FREEMIUM AUDIO ROOM AND/OR MODERATORS. ANY APPROVAL OR ACCEPTANCE OF A FREEMIUM MEMBER AS A MODERATOR BY CIRCLES INCUDING THE VETTING AND TRAINING OF THE MODERATORS, IF ANY, IS OF SOLELY DECLARATIVE NATURE. IT DOES NOT CONSTITUTE IN ANY WAY ANY KIND OF ENDORSEMENT, OR RECOMMENDATION, NOR DOES IT MEAN THAT A MODERATOR HAS PASSED ANY KIND OF TEST, MEETS CERTAIN CRITERIA, HAS UNDERGONE ANY PROFESSIONAL TRAINING, HAS ANY SPECIAL PROFESSIONAL EXPERIENCE OR IS QUALIFIED IN ANY OTHER WAY.
      
      

Restrictions of Use. 

17. By logging in to the Services each Member undertakes and represents: (i) to strictly comply with the Code; (iii) not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes the TOU or PN.
18. Each Member agrees that any kind of content provided and/or exchanged between the Members and/or the Moderators, is confidential. Each Member undertakes and warrants not to disclose and/or share with any third party any such content, and to keep any such content strictly confidential, both during the participation in the Meeting and at any time thereafter.
19. While using the Services each Member shall act and behave in a respectful and polite way towards the Moderators as well as towards the other Members. A Member shall in no way act depreciative, insulting or offensive or in any other improper way while participating in a Meeting or while otherwise using the Services.
20. A Member shall not post, use, store or transmit (i) intentionally and maliciously a message or information under a false name (e.g. under the nickname of another Member); (ii) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (iii) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. 
21. Member shall not attempt to gain unauthorized access to any user accounts or computer systems or networks or mobile devices, through hacking, password mining or any other means. Member shall not use any robot, scraper or other means to access the Services for any purpose. 
22. It shall be clarified that Moderator and/or Circles, at their sole discretion, may block any Member form participating in a Group or from using the Services at any time.
    
    

Termination.

23. A Member may terminate the TOU and its participation in the Group at any time upon written notice to the Circles requesting to delete User’s Account and/or (where applicable) by terminating the monthly recurring payment (on the designated field on the Support Platform) (“Termination Notice“), and by leaving the Services.
24. It shall be clarified that in case of termination by the Member, the Member shall not be entitled to any kind of refund from Circles (where applicable). In case Circles receive the Termination Notice or cancelation within three (3) business days prior to the monthly billing date (in accordance with Circles’ Payment Terms), Circles will not charge the Member for the month following the receipt of the Termination Notice. 
25. In case of termination by Circles before the end of the month for which Member has already paid (where applicable), Member shall be entitled to refund of such payment, unless Circles terminated for cause, as determined in Circles’ sole discretion. It shall be clarified that a refund hereunder shall be Member’s sole right and remedy, if any, in case of termination by Circles. 
26. In case Circles and/or the Group Facilitator cancel or postpone a Meeting, Group Member is not entitled to any refund (where applicable). Circles will hold the Meeting at a difference time, at Circles’ sole discretion.
27. In case Circles replaces a certain Group Facilitator by another Group Facilitator, Group Member is not entitled to any refund. 
28. Circles reserves the right to terminate the Services at any time, in Circles’ sole discretion, with or without notice, for any or no reason.  
29. Without derogating from anything herein, Circles reserves the right, at any time, in Circles’ sole discretion, to change the Services, to block User’s access to the Services and/or to stop (permanently or temporarily) providing, to terminate or disable User’s use of the Services, for any or no reason, with or without prior notice to User or Member or Moderator. Circles will not be responsible if, for any reason, all or any part of the Services or Content is unavailable.
    
    

Free Support Tools.

30. On the page “Free Support Tools” (or as may be otherwise applicable on the Site) Circles may offer certain free trials of its Services, or any part thereof, for a limited period of time (“Free Support Tools“). It shall be clarified that Circles is under no obligation to offer any Free Support Tools to User or Member. Upon submission of the required User information in such Free Support Tools field, Circles may choose to provide User with Free Support Tools, all at Circles’ sole discretion. If Circles chooses to provide User with Free Support Tools, the User’s use of the Free Support Tools shall be subject to the TOU and the PN, and any additional terms provided to User with respect to the Free Support Tools by Circles and/or the Group Facilitator. 
31. Circles shall be entitled to terminate the Free Support Tools at any time and for any reason or for no reason, without any prior notice. 

Intellectual Property.

32. All title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Services and the Content (except for the Third Party Content – as defined below), shall remain in Circles, its affiliates, or their respective licensors, if any. User agrees that nothing contained in the Services and/or the Content shall be construed as granting a license to use any intellectual property right with respect to the Services and/or the Content, except as explicitly provided herein.
33. User agrees not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, disclose, or circulate any Content received on and/or through the Services to any third party. 
34. Subject to the terms of this Agreement, Circles hereby grants Members a personal, non-exclusive, revocable, limited, and non-transferable license to use the Services to the extent, and only to the extent, necessary to access and use the Platform Services in accordance with the terms hereof, all subject to the compliance of User with the terms hereof, and with any guidelines or policies, as may be provided by Circles and/or the Group Facilitator, from time to time.
35. The license granted herein does not permit User to, and User agrees not to: (i) modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Content and/or the Services, or allow any third party, whether directly or indirectly (including, but not limited to the direct or indirect use of wizards, agents, bots, or the like), to modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Content and/or the Services; or (ii) transfer, distribute, sell, lease, rent, disclose or provide access to the Services to any third party or use the Services to provide any services to third parties.
36. Circles is always pleased to hear from its Users, and welcome their comments or suggestions (“Feedback”). When Circles refers to “Feedback” herein, Circles means: any comment, or suggestion made either on the Site or via the Services to Circles. With regard to such Feedback User represents and warrants that (i) such Feedback is non-confidential and non-proprietary and will be treated as non-confidential and non-proprietary; (ii) Circles is entitled to unrestricted use or disclosure of the Feedback for any purpose whatsoever, all without compensation to the User or the Member that submitted the Feedback.
    
    

Third Party Content.

37. The Site and the Content may contain icons and links to third party websites (“Third Party Websites“), as well as other content from third parties (collectively “Third Party Content“). The inclusion of Third Party Websites and/or Third Party Content within the Site and/or the Content does not constitute any endorsement, guarantee, warranty, or recommendation of such third party websites. Circles has no control over the terms of use and privacy policies of third party websites and User accesses any such third party website at User’s own risk.
38. Without derogating from the generality of the above, when clicking on certain social media links provided on the Site (e.g. Twitter, Facebook, and Pinterest) User will be transferred to Circles’ sites on such social media (“Social Media Sites“). It shall hereby be clarified that such Social Media Sites are governed by the terms of use and privacy policy of the respective social media and not by Circles.
    
    

Indemnification.

39. Each User agrees upon Circles’ first demand to indemnify, defend, and hold Circles and its affiliates, licensors, officers, directors, employees, consultants, agents and representatives (collectively, “Affiliates”) harmless from any and all claims, losses, damages, liabilities, actions, or demands, and associated costs and expenses (including without limitation attorneys’ fees) arising out of User’s: (i) use of the Services and/or the Content and/or Free Support Tools; (ii) use of any Third Party Content and/or any other interaction with third parties through the Services; (iii) violation of the terms hereof; (iv) violation of any Member’s confidential information; or (iv) violation of any third party’s rights. Circles reserves the right, at such User’s expense, to assume the exclusive defense and control of any matter of indemnification by User hereunder. User shall cooperate fully as reasonably required in the defense of any claim.
    
    

Disclaimer and Warranties. 

40. EACH USER UNDERSTANDS AND AGREES THAT USER’S USE OF CIRCLES’ SERVICES AND/OR CONTENT AND/OR FREE SUPPORT TOOLS ARE AT USER’S OWN RISK. CIRCLES’ SERVICES AND CONTENT AND FREE SUPPORT TOOLS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CIRCLES AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CIRCLES AND ITS AFFILIATES MAKE NO WARRANTY THAT (i) THE SERVICES AND/OR THE CONTENT AND/OR FREE SUPPORT TOOLS WILL MEET USER’S EXPECTATIONS; (ii) THE SERVICES AND/OR THE CONTENT AND/OR FREE SUPPORT TOOLS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (iii) ANY ERRORS IN THE SERVICES AND/OR THE CONTENT AND/OR FREE SUPPORT TOOLS WILL BE CORRECTED. ANY CONTENT AND/OR THE SERVICES AND/OR FREE SUPPORT TOOLS ARE ACCESSED AT USER’S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVES ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE THAT RESULTS FROM THE SERVICES, THE CONTENT, THE FREE SUPPORT TOOLS AND/OR THE DOWNLOAD THEREOF, INCLUDING BUT NOT LIMITED TO ANY VIOLATION OF THE USER’S CONFIDENTIAL INFORMATION, ANY DAMAGE TO THE SERVICES OR ANY COMPUTER SYSTEM, ANY MOBILE DEVICE, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE SERVICES CAUSED BY USER OR ANY PERSON USING USER’S LOG-IN CREDENTIALS. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM CIRCLES OR THROUGH OR FROM THE SERVICES AND/OR THE CONTENT AND/OR FREE SUPPORT TOOLS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU. CIRCLES CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATION INFRASTRUCTURE, OR THE INTERNET, OR FOR USER’S MISUSE OF ANY HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE SERVICES.
    
    

Limitation of Liability. 

41. IN THE EVENT OF ANY PROBLEM WITH THE SERVICES AND/OR THE CONTENT AND/OR FREE SUPPORT TOOLS, USER AGREES THAT USER’S SOLE REMEDY IS TO CEASE USING THE SERVICES AND/OR THE CONTENT AND/OR FREE SUPPORT TOOLS. UNDER NO CIRCUMSTANCES SHALL CIRCLES, OR ITS AFFILIATES, AND/OR THE GROUP FACILITATOR, IN ANY WAY FOR USER’S USE OF THE SERVICES AND/OR THE CONTENT AND/OR FREE SUPPORT TOOLS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.
42. IN NO EVENT SHALL CIRCLES OR ITS AFFILIATES AND/OR THE GROUP FACILITATOR) BE LIABLE TO USER OR MEMBER OR ANY THIRD PARTY FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS (EVEN IF CIRCLES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES AND/OR THE CONTENT AND/OR FREE SUPPORT TOOLS; OR (ii) ANY HEALTH MATTER OR DETERIORATION OF THE HEALTH OF THE USER OR OF THE MEMBER, OCCURING DURING OR AFTER THE USE OF THE SERVICES BY THE USER OR THE MEMBER; OR (iii) ANY OTHER MATTER RELATING TO THE USER’S OR THE MEMBER’S USE OF THE SERVICES AND/OR THE CONTENT AND/OR FREE SUPPORT TOOLS OR THESE TOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CIRCLES’ TOTAL LIABILITY TO USER OT MEMBER OR TO ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO WITH RESPECT TO FREEMIUM MEMBER $US100, OR WITH RESPECT TO PREMIUM MEMBERS THE HIGHER OF (I) THE FEES PAID BY THE PREMIUM MEMBER FOR THE MONTH IN WHICH THE CLAIM OCCURRED; OR (II) FIVE TIMES THE AVERAGE FEES PAYABLE BY A PREMIUM MEMBER TO CIRCLES. THE AFORESAID LIMIT SHALL NOT BE ENLARGED BY THE EXISTENCE OF MULTIPLE CLAIMS. NO ACTION ARISING HEREUNDER REGARDLESS OF ITS FORM MAY BE BROUGHT BY USER MORE THAN 60 DAYS AFTER THE CAUSE OF ACTION HAS ACCRUED.
    
    

Notice and Takedown Policy.

43. Circles will respond to notices of alleged copyright infringement that comply with applicable law. If User believes any materials accessible on the Services infringe User’s copyright, User may request removal of those materials (or access to them) from the Services by submitting written notification to Circles’ copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must substantially include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that User claims has been infringed; (iii) a description of the material that User claims to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information sufficient to permit Circles to locate the material (including URL address or screen capture of such infringing activity); (iv) information so that Circles can contact User, such as address, telephone  number and e-mail address; (v) a statement that User believes in good faith that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate and, under penalty of perjury, User is the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.
44. CIRCLES can be reached at: circlesup.com.
45. If User fails to comply with all of the requirements of Section 512(c)(3) of the DMCA, User’s DMCA Notice may not be effective.
46. If User believes that material User posted on the Services was removed or access to it was disabled by mistake or misidentification, User may file a counter-notification with Circles (a “Counter-Notice”) by submitting written notification to Circles’s copyright agent designated above. Pursuant to the DMCA, the Counter-Notice must include substantially the following: (i) full name, address, phone number and physical or electronic signature; (ii) identification of the material and its location before removal; (iii) a statement under penalty of perjury that the material was removed by mistake or misidentification; (iv consent to an appropriate judicial body; and (v) any other information required under the relevant applicable law. Circles reserves the right to notify the person or entity providing the infringement notice of such counter-notice and provide any details included therein. In accordance with the DMCA, Circles may restore the removed content if the party filing the original DMCA Notice does not file a court action against User within ten business days of receiving the copy of User’s Counter-Notice.
47. User should be aware that if User knowingly misrepresents that certain material or activity on the Services was removed or disabled by mistake or misidentification, User may be held liable for damages (including costs and reasonable attorneys’ fees) under Section 512(f) of the DMCA. Circles may disable and/or terminate the accounts of Users who are infringers hereunder.
    
    

Miscellaneous.

48. If any provision of the Terms is held to be invalid or unenforceable by a court, the remaining provisions of the Terms will remain in effect.  To the extent that the Services and/or the Content, or any portion thereof, conflicts or is inconsistent with the TOU, the TOU shall prevail. 
49. Circles’ failure to enforce any provision of the TOU shall not be deemed a waiver of such provision nor of the right to enforce such provision. 
50. Circles’ rights under the TOU shall survive any expiration or termination of the TOU.
51. The TOU shall be governed by the laws of the State of Delaware without regard to the principles of conflict of law. The courts of within the State of Delaware shall have exclusive jurisdiction to adjudicate any dispute arising out of the TOU. 

 

 

 

 

 

Exhibit A

Code of Conduct

1. Please make sure you join the Group on time.
2. During the sessions try to devote yourself to the experience. 
3. Turn off or disable any potential distractions, for example text messages, television in the background or interacting with others outside of the Group.
4. Please respect all Members and Moderators in the Group and their individual anonymity.
5. Do not send messages that are hostile, insulting or harassing in any way, to other Members and/or Moderators.
6. Do not trade insults with other Members of the Group. If a posting offends you, take the matter to the attention of the Moderator or Company.
7. Do not use the Group to discuss or raise topics not related to the purpose of the Group.
8. Any attempt to use someone’s insecurities or vulnerabilities for personal gain is considered manipulation or exploitation is prohibited.
9. Hate speech, supremacy, discrimination or other behavior that incites hate or violence against individuals or groups of people based on who they are, their race, their sex, or their beliefs, is prohibited. Posting any information of or regarding other Members without their explicit written consent is prohibited.
10. Members and Moderators shall conduct themselves in a modest and decent manner, at all times.

 

 

 

 

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