1.1. Circles Workshops Ltd., and its affiliates (“Circles“), provide a mobile application (the “App“), as available on the Apple Store, Google Play Store or any other similar external application store (the “App Provider“), on which you (“User” or “You”) may join certain support groups (“Groups”), which allow You to exchange and discuss certain life challenges You are experiencing, with other Users who are experiencing similar challenges, all subject to the below terms, as may be amended by Circles from time to time at its sole discretion.
1.2. These terms of use (“TOU“) apply to and govern the following: (i) the use of the App as well as the website of Circles at domains Circlesup.com and certain landing pages (collectively the “Site and together with the App, the “Services”), (ii) the use of any services offered by Circles via the Services (collectively, the “Offering“), as may be amended by Circles from time to time at its sole discretion, and (iii) certain text, articles, information, graphics, video, pictures, documents to be downloaded, chats, messages, contributions and discussions, and any other content available on and/or through the Services (collectively, “Content“).
1.3. As part of the Offering, the App may offer different kinds of Groups, including but not limited to Groups sized anywhere between 1–50 Users, and, upon Circle’s request or User’s request and subject to Circle’s approval, one-on-one consultations with User (further clarification regarding one-one consultations below in Section 7). Groups and one-on-one sessions are facilitated by artificial intelligence (“AI”) technology, not by humans. These different kinds of Group will have different kinds of pricing models, which are moderated by AI powered systems.
1.4. These TOU govern your use of the Site and the App in any capacity including: as a User, as a member of a Group (“Member”), or when otherwise interacting with the Services. All Group sessions and 1:1 sessions are with AI-facilitated moderators (collectively, “Moderator“).
1.5. The TOU, together with Circles privacy notice (“PN”), both as available at circlesup.com or via the respective Services (PN together with the TOU, the “Terms”), constitute the entire agreement between Circles and the User, and supersede all other agreements, representations, warranties and understandings with respect to the Services and the Content and the subject matter contained therein.
1.6. With respect to the App, User must have a mobile device that is compatible with the App. In this regard, Circles does not warrant that the App will be compatible with User’s mobile device. User must download the App from either one of the App Providers and once the App is installed on the User’s mobile device, User will be able to access the App. Furthermore, as the App is available through either one of the App Providers, User hereby acknowledges that in order to access and use any Services via the App, User is subject to the additional terms and condition of the respective App Provider which are incorporated herein by reference herein and further detailed below hereunder (“Additional Terms”) and as further detailed hereunder. By downloading the App from the respective App Provider, User agrees to fully comply with and to be bound by the applicable App Provider’s Additional Terms.
1.7. 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 Terms. If User does not accept the Terms, 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.
1.8. Circles may, from time to time modify the Terms and Offerings, at its sole discretion. Circles will provide at least ten days’ prior notice of any modified Terms through any form of written communication, including not limited to, via in-app pop-up or email, and continued use after the effective date constitutes acceptance. If User does not agree to the Terms, as amended, User must stop using the Services and/or the Content.
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. AI CANNOT DETECT OR RESPOND TO EMERGENCIES. IF YOU BELIEVE AI RESPONSES ARE INAPPROPRIATE, HARMFUL, OR FAIL TO RECOGNIZE A CRISIS, IMMEDIATELY CEASE USE OF THE SERVICES AND CONTACT EMERGENCY SERVICES.
IN CASE YOU ARE SEEKING PROFESSIONAL PSYCHOLOGICAL COUNSELING, PLEASE REFER TO A PSYCHOTHERAPIST OR A PSYCHOLOGIST OR ANY OTHER MENTAL HEALTH PROFESSIONAL. PLEASE NOTE THAT CIRCLES DOES IN NO WAY PROVIDE ANY PSYCHOLOGICAL ADVICE AND/OR THERAPY. THE SERVICES PROVIDE A SPACE ON WHICH USERS FACING SIMILAR CHALLENGES MAY EXCHANGE THEIR EXPERIENCES, WITH AI-POWERED FACILITATION. THE AI FACILITATION IS NOT A SUBSTITUTE FOR PROFESSIONAL MENTAL HEALTH CARE AND DOES NOT PROVIDE PSYCHOLOGICAL ASSISTANCE, THERAPY, OR MEDICAL ADVICE OF ANY KIND.
4.1. In order to access the App, User must first register to establish an individual User account (“Account”), by providing certain information (such as User’s full name, profile username (alias), phone number, email address, billing details). 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.
4.2. When establishing an Account, User may be presented with different plans, tiers and/or options of the Offering, as available on the App, each of which are subject to different conditions in pricing, usage rules, eligibility, restrictions, features, and device availability, all as detailed in the Terms, the Services code of conduct, attached hereto as Exhibit A (the “Code”) or as otherwise provided by Circles to Users via the Services, and as may be amended by Circles from time to time, at its sole discretion.
4.3. 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. When selecting a profile username, visible to other Users, Members, or Moderators, Users are strongly encouraged to use a nickname and refrain from using any part of their real name, in order to help preserve their anonymity within the App.
4.4. User acknowledges and agrees that User will not provide a nickname that is defamatory, obscene or includes text or images which could be deemed offensive or otherwise violates the Terms. Circles is entitled (but not obligated) to remove any nickname and/or content which it considers inappropriate at its sole discretion.
4.5. 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. User acknowledges and agrees that if User chooses to disclose personal information outside of the App, Circles bears no responsibility or liability whatsoever for any interactions, communications, harm, or loss arising from such disclosure. User assumes full responsibility for any personal information they choose to share outside of the App and for all consequences thereof.
4.6. . AI-Powered Services Acknowledgment. By using the Services, User expressly acknowledges, understands, and agrees that:
4.6.1. All Group facilitation, moderation, and one-on-one sessions are powered by AI technology, not human facilitators, therapists, or counselors;
4.6.2. AI facilitation involves automated processing of User communications, voice, and other inputs to provide support, guidance, and facilitate discussions;
4.6.3. AI technology has limitations and may not accurately understand context, nuance, emotional states, or urgent situations; furthermore, AI models may inadvertently reflect biases present in their training data, leading to outputs that could be perceived as unfair or inaccurate in certain contexts;
4.6.4. Users should not rely on AI facilitation for crisis intervention, emergency situations, or as a replacement for professional mental health care. AI cannot detect suicidal ideation, self-harm intent, or other emergencies with reliability;
4.6.5. Circles may use User interactions with AI services to improve, train, and enhance AI models and Services, as described in the PN. User data used for AI training may be retained indefinitely in anonymized, aggregated, or de-identified form, as further detailed in the PN;
4.6.6. AI generated responses and facilitation are provided “as is” without any guarantee of accuracy, appropriateness, or suitability for User’s specific circumstances; and
4.6.7. User assumes all risk associated with relying on AI facilitated services.
5.1. Disclaimers & Users’ Acknowledgments, Representations and Warranties.
By using the Services and/or the Offerings and/or the Content or any part thereof, User acknowledges, approves and represents that (i) User is over the age of 18 years; (ii) User is authorized to use the Services, the Offerings and the Content; (iii) User agrees to be bound by the Terms; (iv) Users use of the Services, the Offerings 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 and the Offering in any way, including but not limited to through use of viruses, Trojan horses, worms, time bombs, spamming, or the like; (vi) User shall not use the Services and/or the Offering in any manner that could damage, disable or impair the Services and/or the Offering; (vii) User hereby acknowledges that Circles is not obligated (but is entitled) to review, monitor, edit or remove, any information and Content uploaded or posted by the User via the Services and/or the Offering; (viii) Circles is not responsible for any communication conducted via the Services or in connection therewith, and Circles is not under any obligation to respond to any such communication; (ix) Users are solely responsible for any information, material and/or communication Users post on the App; (x) Circles is not responsible for the development, accuracy, or performance of AI facilitation systems. Notwithstanding the foregoing, Circles, at its sole discretion, may update, improve, or modify AI facilitation technology. Any updates or improvements to AI systems is solely of declarative nature and does not in any way constitute any kind of endorsement or recommendation, nor does it mean that AI system has achieved any particular level of accuracy, reliability, or suitability for User’s needs. Circles expressly disclaims any and all liability relating to AI facilitation systems, their outputs, recommendations, responses or any outcomes or consequences arising from interactions with AI powered services; (xi) Circles is not obligated (but is entitled) to review, monitor or edit any information provided by Users as well as communications conducted between Users on the App, and expressly disclaims responsibility for any liabilities resulting from any such information or communications; (xii) Circles is not responsible for the quality of AI moderated meetings or for any AI-generated outputs, responses, or facilitation provided during such meetings; (xiii) 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 Offering (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 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, the Offering and the Content, and User waives any claims with respect to any such outcome or result; (xiv) Circles may audio record or transcribe certain Group meetings in real time (whether such meetings are conducted in a meeting of a certain Group or via the Interactive Features), through the App, to tailor the App to User’s needs by displaying interest-based ads for features, products, and services that may be of interest to User and to improve the App and User approves Circles’ collection and processing of User’s voice and other (personal) information that User shares through the App in accordance with the PN; (xv) Circles may use artificial intelligence, machine learning or other technologies to process (personal) information the User provides to Circles for the purpose of recommending features and customizing the User’s experience with the Services; and (xvi) Circles may at all times, at their sole discretion, block any User from participating in a Group or from using the Services.
5.2. Disclaimers & Users’ Acknowledgments, Representations and Warranties in connection with Interactive Features (if any).
If, at Circles’ sole discretion, and as may be amended from time to time, Circles provides as part of the Offering certain Interactive Features, by engaging with any of the Interactive Features, User acknowledges, agrees, represents, and warrants that: (i) Circles is not obligated (but is entitled) to review, monitor or edit any information provided by User via such Interactive Features, but Circles reserves the right to edit or remove any content that Circles deems (at its sole discretion) inappropriate, offensive, or in violation of the Terms, including by denying access from the publishing Member; (ii) Circles may use any information and/or communications conducted between Users, on the Interactive Features, for the purposes set forth in the PN; (iii) Users take full responsibility for accessing and/or using (including by avoiding to disable certain functions), the Interactive Features, made available as part of the Offering, and acknowledges and agrees that User might be followed by other Users, be tagged by other Users or receive direct messages from other Users, without User’s prior approval; and (iv) Circles expressly disclaims any responsibility for, and any liabilities resulting from, any such information or communication and is strictly limited to providing access to such Interactive Features for Users consideration.
Circles may provide Users, who have registered for an Account on the App, with certain interactive features, e.g., direct messaging, quizzes, chats, feedback, reflection, etc., as Circles may amend and cancel from time to time at its sole discretion (“Interactive Features”).
7.1. Nature of Service.
Circles may offer individual, one-on-one AI facilitated sessions conducted via the Services (“1:1 Sessions”). 1:1 Sessions are currently offered in two modalities: text-based chat and audio, which may be expanded to include additional modalities at Circles’ discretion in the future. 1:1 Sessions are AI powered conversational support only; they are not medical services, psychological counselling, or therapy, do not constitute psychological advice, and do not create any therapist-patient or similar professional relationship. 1:1 Sessions are facilitated entirely by AI technology without human involvement. Sections 2 (No Medical or Emergency Services) and Section 3 (No Psychological Advice) apply in full to 1:1 Sessions.
7.2. Enrolment; Scheduling; Facilitator Selection.
At sign-up the User may select a recurring weekly time slot, subject at all times to availability and Circles’ discretion. Payment is required to secure and maintain any time slot. Circles does not guarantee continued availability of time slots and may adjust scheduling in its discretion.
7.3. Fees; Billing; Auto-Renewal.
Fees for 1:1 Sessions shall be as published on the Services and may be modified by Circles from time to time. Billing is weekly in advance on a subscription basis and shall automatically renew until cancelled by the User or by Circles in accordance with these Terms. By enrolling, the User authorizes recurring charges to the User’s selected payment method. Promotional or introductory pricing, where offered (including any discounted first session), will be as indicated on the Services.
7.4. Modality; Transcription.
All 1:1 Sessions may be transcribed by Circles’ AI systems for the purposes of providing the Services, improving AI performance, and as described in the Privacy Notice. User acknowledges and consents to such transcription. Users are prohibited from recording 1:1 Sessions.
7.5. Platform-Only; No Circumvention.
All scheduling, communications and delivery of 1:1 Sessions must occur through the Services. Users are prohibited from attempting to circumvent, manipulate, or interfere with AI facilitation systems. Circles may suspend or terminate the User’s or Moderator’s access to the Services for breach of this Section. For the avoidance of doubt, any communication or engagement that takes place outside the Services is at the sole risk of the parties involved, and Circles bears no responsibility or liability therefor.
7.6. Termination; Appropriateness.
Circles may, at any time and in its sole discretion, suspend or terminate any 1:1 Session or a User’s access to 1:1 Sessions (including where Circles determines that 1:1 Sessions are not appropriate for the User), without any obligation to provide continued access and without liability except as expressly provided herein.
8.1.1. Prices and payment terms shall be in accordance with the fee schedule, and the terms and rates published by Circles, as may be amended by Circles from time to time.
8.1.2. If the User does not pay Circles when payment is due, Circles will terminate User’s access to the Subscription.
8.2.1. Circles may at its sole discretion provide the User with a free trial option, as may be amended from time to time. If Circles provides such option, the following shall apply:
8.2.2. Once the User has established an Account the User may then begin with a free trial access the length of which shall be determined by Circles at its sole discretion, as may be amended by Circles from time to time (“Trial Period”). During the Trial Period the User may participate in Group meetings, subject to the terms hereof, and the guidelines which might be provided in the Services and/or by Circles, from time to time (“Free Trial”).
8.2.3. The User acknowledges and agrees that the availability of the Free Trial is not guaranteed and, if available, is only available on the specified terms of the Free Trial herein, as may be amended by Circles at its sole discretion.
8.2.4. Users must not enroll for a Trial Period more than once, e.g., User must not submit a request for an additional Trial Period by inserting a different email address. Any attempt to override such limitation will be considered a breach of the Terms and may result in the immediate termination of the User’s use of the Services.
8.2.5. Once the Trial Period ends, the first payment will be immediately charged to User’s chosen payment method, in accordance with the subscription plan selected, unless User cancelled the subscription to the Offering, in accordance with the terms herein and/or as available on the Services. User may cancel User’s subscription to the Offering, at any time before the end of Trial Period. Unless required by applicable law Circles will not notify User that the Free Trial is about to end or has ended, or that the paid subscription has begun.
8.3.1. If User terminates the User’s access to and use of the Offerings to which the User has subscribed (the “Subscription”), User shall not be entitled to any refund from Circles unless explicitly otherwise provided hereunder or on the Services.
8.3.2. If Circles terminates the User’s Subscription before the end of the subscription term in accordance with the subscription plan selected (e.g., monthly, yearly) for which User has already paid (where applicable), User shall be entitled to refund of such payment, unless Circles terminated for cause, as determined in Circles’ sole discretion. For the avoidance of doubt, Circles’ ability to issue refunds is limited to payments made directly through the Services and within Circles’ control; where payment has been processed through a third-party platform (such as Apple App Store or Google Play), refunds shall be subject to such third party’s applicable policies, and Circles shall have no liability for refunds outside of its control. It shall be clarified that a refund hereunder shall be the User’s sole right and remedy, if any, in case of termination by Circles under such circumstances.
8.3.3. If Circles cancel or postpone a Meeting, User is not entitled to any refund.
8.4.1. Circles reserves the right to terminate the Services at any time, in Circles’ sole discretion, with or without notice, for any or no reason.
8.4.2. Without derogating from anything to the contrary herein or on the Services, Circles reserves the right, at any time and in its sole discretion, to: change the Services, block User’s access to the Services, stop (permanently or temporarily) providing Services and to terminate or disable User’s use of the Services, permanently ban or remove any User from the platform entirely, and/or remove or exclude any User from any session or group (whether temporarily or permanently), for any or no reason, with or without prior notice to User or Member. Such actions may be taken with respect to individual sessions, specific features, or the platform as a whole, as determined by Circles in its sole discretion. Circles will not be responsible if, for any reason, all or any part of the Services or Content is unavailable.
8.5.1. Prior to obtaining the User’s consent to any auto-renewing Subscription, Circles shall present, in clear and prominent form and in plain language, and proximate to the mechanism for consent: (i) the renewal frequency and duration; (ii) the billing amount and schedule; (iii) the cancellation policy and method; and (iv) any promotional pricing or free-trial terms. Such disclosures shall be formatted for visibility and placed near the consent mechanism.
8.5.2. Consent to auto-renewal shall be explicit and separate from general purchase or account terms. Acceptable methods include, without limitation: (i) a separate checkbox (unchecked by default); or (ii) a separate signature or distinct affirmative action. Consent shall not be bundled with other agreements. Circles will retain proof of such consent for at least three (3) years, or one (1) year after termination, whichever is longer.
8.5.3. Users will be able to cancel as easily as they subscribed, including, as applicable: (i) a “click-to-cancel” option for online subscriptions; and (ii) cancellation via the same medium used to enroll (e.g., app, website, or phone). Circles shall not obstruct cancellation with retention or win-back offers unless: (A) the User can still cancel immediately; and (B) any such offer is optional and clearly presented.
8.5.4. Circles will send renewal notices within 7–30 days before price changes. Any such notice will include: (A) the renewal date and cost; (B) instructions for cancellation; and (C) contact information.
8.5.5. Circles will provide annual reminders for ongoing subscriptions regardless of term length. Such reminders will include the applicable service terms and instructions for cancellation or management.
8.5.6. Circles will not: (i) make misleading statements or omit material information regarding renewal terms, pricing, or cancellation rights; (ii) share billing information with third parties without the User’s consent; or (iii) collect payment information during a free trial unless the User opts-in.
8.5.7. Sample Consent Language
By clicking “I Agree & Subscribe” below, I accept and agree to Circles’ Terms of Service and Privacy Notice.
[ ] Auto-renewal: By checking this box, I authorize Circles to charge my payment card until I cancel. I understand I can cancel anytime. No pro-rated refunds.
9.1. All title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Services, the Offering and the Content (except for the Third-Party Content – as defined below), is and shall remain in Circles, its affiliates, or their respective licensors (if any). User agrees that nothing contained in the Services, the Offering and/or the Content shall be construed as granting a license to use any intellectual property right with respect to the Services, the Offering and/or the Content, except as explicitly provided herein.
9.2. Subject to the terms of this TOU, Circles hereby grants User a personal, non-exclusive, revocable, limited, and non-transferable license to use the Offering to which User has subscribed, to the extent necessary to access and use the Offering 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, from time to time.
9.3. 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 on the Services to Circles, including regarding any Meeting. With respect to such Feedback User represents and warrants that (i) such Feedback is non-confidential and non-proprietary and will be treated as so; and (ii) Circles is entitled to unrestricted use or disclosure of the Feedback for any purpose whatsoever, all without any compensation to the User that submitted the Feedback.
10.1. 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 do so; 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.
10.2. 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.
10.3. By logging into the Services each User agrees, undertakes and represents: (i) to strictly comply with the Code; (ii) 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 Terms; (iii) to treat any kind of content provided and/or exchanged between the Users as confidential, and not to disclose and/or share such content with any third party, while being logged in to the Services and at any time thereafter. This obligation of confidentiality extends to any transcript of any interaction conducted through the Services, which shall be treated as confidential in all circumstances.
10.4. While using the Services each User shall act and behave in a respectful and polite way towards the other Users. User 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.
10.5. A User shall not post, use, store or transmit (i) intentionally and maliciously a message or information under a false profile or account (e.g., under the nickname of another User); (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.
10.6. User 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. User shall not use any robot, scraper or other means to access the Services for any purpose.
10.7. All communications with AI facilitation must occur exclusively through the Services. Users may communicate with other Users through features provided within the App, subject to these Terms and the Code. Any communication that takes place outside of the Services is done at the sole responsibility and risk of the parties involved. Circles shall bear no liability or responsibility whatsoever for any communication, interaction, or relationship conducted outside the App.
10.8. Access to or disclosure of any transcript of any interaction conducted through the Services shall be determined by Circles on a case-by-case basis and in accordance with applicable law. Circles reserves the right to retain, review, or disclose transcripts to the extent permitted or required by applicable law, and no User shall have an unconditional right to access, obtain, or demand the deletion of any such transcript except as expressly provided under applicable law.
11.1. The Services 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 Services 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.
11.2. 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.
12.1. Apple Inc. (“Apple”): If User downloads the App from Apple’s App Store, then, without derogating from the warranty disclaimers and limitation of liability as set forth in these Terms, User acknowledges and agrees that: (i) These Terms are solely between User and Circles and not with Apple, and that Circles, not Apple, is solely responsible for the App and the content thereof (ii) User’s use of the App must comply with the Apple terms of service including with the Apple usage rules that relate to User’s use of the App, as established by Apple, and are set forth in the Apple App Store Terms of Service; (iii) the license granted herein is limited to a non-transferable right to use the App on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that User owns or controls and as permitted by the Apple usage rules set forth in the Apple Media Services Terms and Conditions; (iv) Circles is solely responsible for providing support services in respect of the App, as specified in these Terms and Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (v) in the event of any failure of the App to conform to any applicable warranty, User may notify Apple, and Apple will (to the extent applicable) refund the purchase price for the App to User (if any). To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Circles as provider of the App; (vi) Apple is not responsible for addressing any of User’s claims or those of any third party relating to the App or User’s possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection privacy, or similar legislation. Any such claims shall be submitted to Circles in accordance with and subject to these Terms and any law applicable to Circles as provider of the App; (vii) in the event of any third-party claim that the App or User’s possession and use of that App infringes that third party’s intellectual property rights, Apple shall not be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim; (viii) User represents that User is not located in any U.S. embargoed countries or on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s list or Entity List; (ix) Apple and its subsidiaries, are third-party beneficiaries of these Terms as relates to User’s license of the App, and that, upon User’s acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to User’s license of the App against User, as a third-party beneficiary thereof.
12.2. Google, Inc. (“Google”) Play Store: If User downloads the App from the Google Play Store, then, without derogating from the warranty disclaimers and limitation of liability as set forth in these Terms, User acknowledges and agrees that: (i) These Terms are solely between User and Circles and not with Google; (ii) User’s use of the App comply with Google’s then-current Google Play Store terms of service including any Google’s usage rules; (iii) Google is only a provider of the Google Play Store where User obtained the App; (iv) Circles, and not Google, is solely responsible for its App; (v) Google has no obligation or liability to User with respect to the App or the Terms including without limitations any claim in connection with the App related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation or intellectual property infringement, all of which are governed by these Terms, and Google is not responsible for such claims; and (vi) Google is a third-party beneficiary to the Terms as relates to the App.
Each User agrees upon Circles’ first demand to indemnify, defend, and hold Circles and its affiliates, licensors, officers, directors, employees, consultants, agents, partners 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, the Content and/or the Offering or any part thereof; (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 User’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.
EACH USER UNDERSTANDS AND AGREES THAT USER’S USE OF CIRCLES’ SERVICES AND/OR CONTENT AND/OR THE OFFERING OR ANY PART THEREOF ARE AT USER’S OWN RISK. CIRCLES’ SERVICES, CONTENT AND/OR THE OFFERING, 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 THE OFFERING OR ANY PART THEREOF WILL MEET USER’S EXPECTATIONS; (II) THE SERVICES AND/OR THE CONTENT AND/OR THE OFFERING OR ANY PART THEREOF WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (III) ANY ERRORS IN THE SERVICES AND/OR THE CONTENT AND/OR THE OFFERING OR ANY PART THEREOF WILL BE CORRECTED. ANY CONTENT AND/OR THE SERVICES AND/OR THE OFFERING OR ANY PART THEREOF 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 OFFERING OR ANY PART THEREOF 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 THE OFFERING OR ANY PART THEREOF 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.
15.1. IN THE EVENT OF ANY PROBLEM WITH THE SERVICES AND/OR THE CONTENT AND/OR THE OFFERING OR ANY PART THEREOF USER AGREES THAT USER’S SOLE REMEDY IS TO CEASE USING THE SERVICES AND/OR THE CONTENT AND/OR THE OFFERING. UNDER NO CIRCUMSTANCES SHALL CIRCLES, OR ITS AFFILIATES, AND/OR ANY MODERATORS, IN ANY WAY FOR USER’S USE OF THE SERVICES AND/OR THE CONTENT AND/OR THE OFFERING OR ANY PART THEREOF 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.
15.2. IN NO EVENT SHALL CIRCLES OR ITS AFFILIATES 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 THE OFFERING OR ANY PART THEREOF; OR (II) ANY HEALTH MATTER OR DETERIORATION OF THE HEALTH OF THE USER OR OF THE MEMBER, OCCURRING 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 THE OFFERING OR ANY PART THEREOF OR THESE TOU; OR (IV) AI-GENERATED RESPONSES, RECOMMENDATIONS, OR OMISSIONS; (V) FAILURE OF AI TO DETECT CRISIS SITUATIONS, EMERGENCIES, OR HARMFUL INTENT; OR (VI) USER’S RELIANCE ON, OR DECISIONS MADE BASED ON, AI OUTPUTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CIRCLES’ TOTAL LIABILITY TO USER OR 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 (I) THE FEES PAID BY THE USER FOR THE MONTH IN WHICH THE CLAIM OCCURRED; OR (II) FIVE TIMES THE AVERAGE FEES PAYABLE BY A USER 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.
16.1. Circles will respond to notices of alleged copyright or other intellectual property infringements that comply with applicable law. If User believes any materials accessible on the Services infringe others copyright, User may request removal of those materials (or access to them) from the Services by submitting written notification to Circles’ designated 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.
16.2. Circles Designated Copyright Agent can be reached at: hello@circlesup.com.
16.3. 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 or may be deemed invalid.
16.4. 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 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.
16.5. 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 reserves the right in its sole discretion to take actions against any User who abuses the DMCA process (including disable and/or terminate the accounts of Users who are infringers hereunder) and will cooperate with law enforcement in cases of fraudulent claims.
16.6. Circles maintains a policy of disabling and/or terminating the accounts of Users who are repeat infringers, in accordance with 17 U.S.C. § 512(i). Users who receive multiple valid DMCA Notices may have their accounts suspended or terminated at Circles’ sole discretion.
17.1. By providing Circles with Users’ email address, Users acknowledge that Circles may send Users email marketing offers and/or transactional emails. You may opt-out of receiving marketing emails at any time by clicking the unsubscribe link included in each email or by contacting us directly at support@circlesup.com. Users should note that unsubscribing will stop marketing messages, but will not prohibit Circles from sending transactional messages related to your account, purchases or Services for which you have signed-up.
17.2. If Users consent to receiving marketing text messages (SMS) from Circles, whether via the App or via the Site, by providing Circles with Users’ mobile phone number and by opting-in to receiving Circles’ marketing SMS, Circles may send Users SMS notifications, SMS marketing offers and/or transactional SMS, even if Users’ mobile phone number is registered to a ‘do-not-call’ list.
17.3. Such SMS messaging’s frequency may vary from time to time.
17.4. Users will be able to opt-out and unsubscribe from receiving such SMS, by replying STOP to any SMS sent from Circles or use the unsubscribe link as provided within any of Circles’ SMS message. Users will then receive a confirmation SMS and thereafter will no longer receive SMS messages from Circles. Further instructions will be presented to Users within each SMS.
17.5. Circles do not charge for such SMS services, however certain rates may apply by Users’ telecommunication provider and Users are responsible for all such charges and fees associated with any SMS messaging imposed by Users’ telecommunication provider. Users’ telecommunication providers are not liable for delayed or undelivered SMS messages.
17.6. For more information, User may contact Circles directly through the contact option available within User’s profile or User may contact us at support@circlesup.com.
17.7. Circles shall not be liable for any undelivered, failed, delayed, or misdirected delivery of SMS message, any errors in such SMS message, and/or any action Users may or may not take in reliance on the SMS message.
17.8. For more information on how Circles uses Users’ personal data collected by Circles, please visit Circles’ Privacy Policy available at: https://circlesup.com/privacy/.
18.1. 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.
18.2. 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.
18.3. Circles’ rights under the TOU shall survive any expiration or termination of the TOU.
18.4. 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
