Terms of use

1. Applicability.
   1. Circles Workshops Ltd., having its registered office at, Nir Eliyahu 113, Israel (“Circles“), provide a digital platform (the “Support Platform“) and 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 Members (as defined below) may join certain support groups, 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 available or otherwise amended, from time to time by Circles (at its sole discretion).
   2. On the Support Platform, Premium Members (as defined below), may join certain online video-based support groups (“Circles Pro”), each group consisting of a small number of Premium Members (“Circles Pro Group“), which is facilitated by a trained group facilitator, provided by Circles (the “Professional Facilitator“).
   3. On the App, Premium Members may join certain audio-based support groups (“Circles Plus”), each group (“Circles Plus Group“), is facilitated by a Professional Facilitator. Members may also join certain Guided Rooms (as defined below), each room group (“Circles Free Group“), is led by a Guide (as defined below) (the Guide, together with the Professional Facilitator, each a “Moderator”), all as further described hereinafter. 
   4. “Member” shall mean, collectively, Premium Member and Freemium Member (both as defined below).
   5. “Group” shall mean, collectively the Circles Free Group, the Circles Pro Group and the Circles Plus Group.
   6. 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 “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 either as a visitor of the Site, a Member of the Services or a Moderator (“User“).The TOU, together with Circles privacy notice, both as available at circlesup.com or via the respective Services (respectively “PN“ and 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. 
   7. 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 Services. 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 under Section ‎7 (“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.
   8. 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.
   9. Circles may, from time to time modify the Terms. Any modified Terms will be effective upon being posted on the Services. If User does not agree to the Terms, 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 Terms. 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 Terms, as amended.
2. NO MEDICAL OR EMERGENCY SERVICES.
   1. 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.
3. NO PSYCHOLOGICAL ADVICE.
   1. 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. THE SERVICES PROVIDE A SPACE ON WHICH USERS 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, OR A MENTAL HEALTH PROFESSIONAL, ON THE SERVICES THE MODORATORS WILL SOLELY HOLD THE POSITION OF A MODORATOR AND WILL NOT PROVIDE ANY PSYCHOLOGICAL ASSISTANCE OR ANY OTHER TYPE OF THERAPY.
4. Representations. 
   1. 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 the Terms; (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; (vii) User hereby acknowledges that Circles is not obligated (but is entitled) to review, monitor, edit or remove, any information uploaded or posted by the User via the Service;  and (viii) 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 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.
5. Account.
   1. In order to access the Services, User must first enroll 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. 
   2. When establishing an Account via the Services, User may be presented with different plans offering, tiers or option, as available on the Services, 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 Code (as defined below) or as otherwise provided by Circles to Users of the Services.
   3. User agrees to: (i) provide true, accurate, current and complete information about User, however, with respect to User’s Account profile username, under which User will be seen by other Users or Moderators of the Services, User is advised to provide a nickname and to refrain from using any part of User’s real name as User’s nickname or username that reflects User’s real name, in order for Users who do not want to be identified to be able to maintain their anonymity; and (ii) maintain and promptly update such Account information to keep it true, accurate, current and complete, at all times. 
   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 such inappropriate content (as it deems fit). 
   5. Once an Account has been established, User’s selected Account profile username will appear to other Users or Moderators of the Services, including for example, when User is attending a Meeting and/or interacting with the Interactive Features, as such term is defined below, etc.)
   6. 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.
6. Services Available on The Support Platform.
   1. Circles Pro.
      1. Premium Member. A User registered for Circles Pro and/or for Circles Plus (as further described below) shall be referred to as a “Premium Member“. 
      2. Use Restrictions. User cannot register to more than one Circles Pro Group at once, unless approved by Circles.  
      3. Circles reserves the right to suggest Premium Member to participate in a different Circles Pro Group (i.e., not the Circles Pro Group User chose), if Circles considers another Circles Pro 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 Pro Group, than the one suggested by Circles.
      4. A Premium Member is entitled to participate in the weekly meetings of the Circles Pro Group (“Circles Pro Meeting“), subject to the terms hereof, and the guidelines which might be provided in the Services and/or by Circles and/or the Professional Facilitator, from time to time. 
      5. THE CIRCLES PRO IS NO LONGER AVAILABLE TO USERS WHO HAVE NOT YET ENROLLED IN CIRCLES PRO ON THE SUPPORT PLATFORM.
7. Services Available on The App.
   1. App Provider Additional Terms:
      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.
      2. Google, Inc. (“Google”) Play Store: If User downloads the App from the Google Play Store, then, 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.
   2. Circles Pro. Circles Pro as detailed under Section ‎6_above is also accessible via the App.
   3. Circles Plus. Circles may offer Users to join a Circles Plus Group, facilitated by a Professional Facilitator, subject to the term specified hereunder:
      1. Registration as a Premium Member. In order to join a Circles Plus Group a User must create an Account on the App and subscribe for Circles Plus, by pressing on the “Sign-Up for Circles Plus” button (or similar button designated for such purpose via the App), and submitting any additional required information, including User’s payment information, as requested on the order form presented to User.
      2. Once Users have completed the Sign-Up for Circles Plus registration process, by pressing the “Send” button (or similar button designated for such purpose via the App), and Circles receives a valid payment information, User will become a Premium Member and may begin with a free, 7 days trial (“Trial Period”) access, to participate in a Circles Plus Group meetings (each a “Circles Plus Meeting“), subject to the terms hereof, and the guidelines which might be provided in the Services and/or by Circles and/or the Professional Facilitator, from time to time (“Free Trial”).
      3. User acknowledges and agrees that: (i) availability of the Free Trial is not guaranteed and, if one is available, is only available on the specified terms of the Free Trial herein, as may be amended by Circles (at its sole discretion); and (ii) Circles is under no obligation whatsoever to have User register to the Circles Plus within a certain time frame, or at all.
      4. Users must not enroll for a Trial Period more than once, for example, User must not submit a request for a 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 as set forth in Sections ‎23-‎29 below (‘Termination’).
      5. Once the Trial Period ends, the first monthly payment will be immediately charged to User’s chosen payment method, unless User cancelled the subscription to the Circles Plus, in accordance with the instructions for cancellation below. User may cancel User’s subscription to the Circles Plus, at any time before the end of Trial Period. Circles will not notify User that the Free Trial is about to end or has ended, or that the paid subscription has begun, unless required by law in particular jurisdictions or instances.
      6. If User cancelled the Circles Plus subscription or if Circles has not received the amount of money, in accordance with the terms of Section ‎9 below (‘Pricing; Payment Terms; Auto-Renewal; Cancellation & Refund’), or as otherwise provided in the App (at Circles’ sole discretion), Circles will terminate User’s access to the Circles Plus Services.
   4. Circles Free.
      1. Circles may offer Users different kinds of audio-based groups, as presented on the App, at Circles’ sole discretion, which are not facilitated by a Professional Facilitator, but rather moderated by a User of the Services (“Guided Rooms”), who chooses to volunteer to be a guide and help to lead the discussion on the respective Guided Room (“Guide”).
      2. In order to volunteer to moderate a Guided Room, a Member may press on the “Become a Guide” button (or any similar button) to serve as a Guide of certain Circles Free Group.
      3. In order to receive access to Guided Rooms, User shall begin the registration process for opening an Account via the App 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 name, User’s nickname, 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 Guided Rooms presented on the App, by clicking on the button “Join” (or any similar button) with respect to the Guided Room Freemium Member wishes to join.
      4. Registration for an Account as a Freemium Member to a Guided Room and participation in a Circles Free Group meeting (“Freemium Meeting” and together with the Circles Plus Meeting, and the Circles Pro Meeting, each a “Meeting”) shall be in accordance with Circles’ Pricing; Payment Terms; Auto-Renewal & Cancellation terms, specified in Section ‎9, as Circles may update from time to time, at its sole discretion.
      5. A Freemium Member is entitled to participate in any Freemium Meeting (as defined below), subject to the terms hereof, the Code and any other guidelines which might be provided in the App and/or by Circles and/or the respective Moderator, from time to time.
      6. A Freemium Member can choose to attend a Freemium Meeting, by pressing the “listen in” button.
      7. 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.
      8. Representation & Warranties of Guides. By pressing the “Become a Guide” button (or any similar button) to serve as a Guide of certain Guided Rooms, each Guide acknowledges, agrees, represents, and warrants that: (i) it may be subject to a vetting process before or after becoming a Guide, as well an ongoing training process, during their use of the Services, as a Guide (ii) Circles may revoke a Guide appointment, at any time and at its’ sole discretion; (iii) each Guide shall fully comply with the Terms, the Services code of conduct, attached hereto as Exhibit A (the “Code”) and any additional terms provided to the Guide, with respect to their respective Guided Room, by Circles from time to time; (iv) Guides 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 Guide further acknowledge that Circles does not have any liability with respect to any outcome or result of Guide’s use of the Services, and each Guide waives any claims with respect to any such outcome or result; (vi) Guides shall be responsible for ensuring that their respective Guided Rooms, as managed by such each Guide, 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 Guide) and/or by timely reporting Circles of any Freemium Member who violates the Terms, the Code or applicable law;  (vii) in case Guided Rooms remains inactive due to lack of interest or Freemium Members interactions or Guides absence or otherwise, Circles may, at its sole discretion, deactivate, cease, terminate and/or remove all related content from such Guided Room.
      9. 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 Guided 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 Guided Rooms to any Freemium Member; (iii) Circles may provide Freemium Member with or deny Freemium Member access to Guided Rooms, all at Circles’ sole discretion; (iv) Circles shall be entitled to suspend or terminate Guided 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 Guide (vi) each of the Guided Rooms and/or Freemium Meeting may remain active within the App, until either the Guide or Circles chooses to cease or remove Guided 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 Guide, at its sole discretion; (viii) Circles is not obligated (but is entitled) to review, monitor or edit the information from Freemium Meetings and/or communications conducted between Freemium Members of the Guide Rooms, on the App, and expressly disclaims responsibility for, and liabilities resulting from, any such information or communications.
      10. 7.4.10.CIRCLES IS NOT RESPONSIBLE OR LIABLE IN ANY WAY FOR (I) THE INITIATION, PERFORMANCE, QUALITY OF AND FOR ESTABLISHING ANY GUIDED ROOM, (II) THE GUIDES, (III) ANY INTERACTION IN ANY FORM BETWEEN THE GUIDES AND THE FREEMIUM MEMBERS, AND/OR (III) FOR ANY DAMAGES ARISING IN CONNECTION WITH ANY GUIDED ROOM AND/OR GUIDES. ANY APPROVAL OR ACCEPTANCE OF A FREEMIUM MEMBER AS A GUIDE BY CIRCLES INCUDING THE VETTING AND TRAINING OF THE GUIDE, 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 GUIDE 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.
8. Restrictions of Use. 
   1. By logging in to the Services each User 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 Terms.
   2. Each User agrees that any kind of content provided and/or exchanged between the Users, is confidential. Each User 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.
   3. While using the Services each User shall act and behave in a respectful and polite way towards the other Users. A 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.
   4. 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. 
   5. 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. 
   6. It shall be clarified that Moderators and/or Circles, at their sole discretion, may block any User from participating in a Group or from using the Services at any time.
   7. Other than cases where the Moderator may call a Member to discuss certain topics regarding Member’s suitability for a Group, Member may request, and the Moderator may, at its sole discretion choose, to enter into any communication with any Member outside the respective Group and/or outside a Meeting, but in no event outside of the Services, or via chat, and if by phone, then only Moderator’s work phone, as presented on the respective Meeting, if requested to do so by a Member or at Moderator’s own initiative, in order to discuss issues arising in or related to the respective Group. It shall be clarified that such communication (“Related Communication“) is subject to these Terms, and the provisions of the Terms shall apply mutatis mutandis to such Related Communication. Other than the abovementioned Related Communication, there might occur cases of communication and/or encounters and/or relationships, amongst Users, Members and/or Moderators, conducted outside the 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, Members and/or Moderators. All such contact and communication are made at the User’s and/or Member’s and/or Moderators’ own responsibility and risk.
9. Interactive Features.
   1. Circles may provide Users, who have registered for an Account on the Services, either as a Member or a Moderator, with interactive features, as follows (“Interactive Feature/s”):
      1. Follow A User. This feature offers Users the ability to follow other Users’ accounts activity (“Followed Profile”), which Users feel related to, or otherwise find interesting, by showing the Followed Profile’s actions and movements within the Services, such as Groups or Meetings that the Followed Profile has or (intends to) participated in. To activate the ‘Follow a User’ function, Users shall press on the “Follow” button (or similar button) presented alongside the applicable Followed Profile, following which the Followed Profile shall receive notification that a certain Users has started following him. The Followed Profile will have the option to block such User from following him by pressing on the “Block” button (or similar button), however as long as the Followed Profile has not press the “Block” button with respect to the applicable User wishing to follow him, the User shall be able to follow the Followed Profile and to receive notifications regarding Followed Profile’s movements, for example, when the Followed Profile is a Moderator then the User may receive notification that the Moderator has opened a new group, or when the Followed Profile is another Member, then the User may receive notification that the other Member has registered to a certain Meeting or is currently participating in a certain Meeting.
      2. Digital Support Forum. This feature offers Users a chance to communicate, via a peer-support forum, with other Users of the Services (“Forum”). The Forum aims to bring support, hope and a sense of community to Users on certain topics, as displayed on the Forum by Circles (at its sole discretion) from time to time, by offering Users a space to share with each other their own experiences or to contribute information related to the respective Forum topic, such as suggestion on coping strategies, sharing links and resources on the respective topic, tagging other Members who might be interested to join the discussion on the respective topic etc. Any communications on the Forum are open and public to Circles and every Member or Moderator using the Services. To ensure that the Forum will remain a safe, supportive and productive space for everyone to freely exchange views and information, each User must read, understand and abide by the Terms including (without limiting) the Code, and to refrain from engaging in any activities that violate applicable laws or infringe upon the rights of others. Users who believe any materials accessible on the Forum are inappropriate, may request removal of those materials from the Forum by submitting a written request to Circles, indicating the materials in question, either via a the App, by pressing the “Report” button (or similar button designated for such purpose), or via email to the following address: trustandsafety@circlesup.com. Circles reserves the right to edit or remove any content that Circles deemed (at its sole discretion) inappropriate, offensive, or in violation of the Terms, including by denying access from the publishing Member.
      3. Direct Messages.  This feature offers Users the ability to send one-on-one direct messages (“DM”) to other Users of the Services. Users will have the option to block any User who sends him a DM or report to Circles on the conversation. Blocked User’s will not be able to send additional DMs to the blocking User, unless the blocking User unblocked them.
      4. Meeting Feedback. After each Meeting, Users will have the option to provide feedback to either the Moderators or Circles (as the case may be) via the Services on their experience with respect to the respective Meeting.
   2. By engaging in any of the Interactive Features, Users acknowledge and agree that: (i) Circles is not obligated (but is entitled) to review, monitor or edit any information from such Interactive Features; (ii) Circles may use any information and/or communications conducted between Users, on the Interactive Features, for the purposes set forth in the PN ; and (iii) Users take full responsibility for accessing and/or using (including by avoiding to disable certain functions), the Interactive Features, made available through the Services, including, without limitations, User acknowledges and agrees that User might be followed by other Users, be tagged by other Users or receive DMs from other Users, without User’s prior approval. Further, Circles expressly disclaims responsibility for, and liabilities resulting from, any such information or communications and is strictly limited to providing access to such Interactive Features for Users consideration. It shall be hereby clarified that Circles is not under any obligation to respond to any messages posted on the Services. Users are solely responsible for the information or material Users post on the Services.
10. 10.Pricing; Payment Terms; Auto-Renewal; Termination & Refund Policy.
    1. Certain parts of the Services (such as Circles Pro and Circles Plus) are subject to monthly ongoing recurring payment obligations (“Paid Services”). Such Paid Services shall be paid upon enrollment. Enrollment to the Paid Services is made via the respective App Provider.
    2. Access to the Paid Services on the App occurs after payment has been made on the App, on the User’s applicable App Provider. With respect to such orders for Paid Services placed on the App, the applicable App Provider’s terms of use shall apply.
    3. Circles is not responsible for ensuring the performance and safety of the payment transaction and Circles does not have any access to the User’s payment information.
    4. Prices and Payment terms shall be in accordance with the fee schedule, and the terms and rates published by Circles, as amended by Cirles from time to time (collectively, “Payment Terms“).
    5. It shall be clarified that payments shall be made each month up-front and shall be renewed automatically, in accordance with Circles’ Payment Terms.  Accordingly, if a User does not terminate before the end of the month, billing will resume for the consecutive month automatically.
    6. A User may terminate the Paid Services (or part thereof) at any time by terminating the monthly recurring payment (on the designated field of the Services provided by the applicable App Provider) (“Termination Notice“).
    7. Unless otherwise provided otherwise provided hereunder, it shall be clarified that in case of termination by the User, the User shall not be entitled to any kind of refund from Circles (where applicable). In case Circles receive the Termination Notice or cancelation at least three (3) business days prior to the monthly billing date (in accordance with Circles’ Payment Terms), Circles will not charge the User for the month following the receipt of the Termination Notice. 
    8. In case of termination by Circles before the end of the month 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. It shall be clarified that a refund hereunder shall be User’s sole right and remedy, if any, in case of termination by Circles under such circumstances. 
    9. In case Circles and/or the Moderator cancel or postpone a Meeting, User is not entitled to any refund (where applicable). Circles will hold the Meeting at a difference time, at Circles’ sole discretion.
    10. In case Circles replaces a certain Moderator by another Moderator, User is not entitled to any refund. 
    11. Circles reserves the right to terminate the Services at any time, in Circles’ sole discretion, with or without notice, for any or no reason.  
    12. 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.
11. 11.Intellectual Property.
    1. 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.
    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. 
    3. 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 Professional Facilitator, from time to time.
    4. 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.
    5. 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 any Meeting Feedback (as defined above). 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.
12. 12.Third Party Content.
    1. 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.
    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.
13. 13.Indemnification.
    1. 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 and/or the Content and/or the Interactive Features; (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.
14. 14.Disclaimer and Warranties. 
    1. EACH USER UNDERSTANDS AND AGREES THAT USER’S USE OF CIRCLES’ SERVICES AND/OR CONTENT AND/OR THE INTERACTIVE FEATURES ARE AT USER’S OWN RISK. CIRCLES’ SERVICES, CONTENT AND/OR THE INTERACTIVE FEATURES, 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 INTERACTIVE FEATURES WILL MEET USER’S EXPECTATIONS; (II) THE SERVICES AND/OR THE CONTENT AND/OR THE INTERACTIVE FEATURES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (III) ANY ERRORS IN THE SERVICES AND/OR THE CONTENT AND/OR THE INTERACTIVE FEATURES WILL BE CORRECTED. ANY CONTENT AND/OR THE SERVICES AND/OR THE INTERACTIVE FEATURES 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 INTERACTIVE FEATURES 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 INTERACTIVE FEATURES 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. 15.Limitation of Liability. 
    1. IN THE EVENT OF ANY PROBLEM WITH THE SERVICES AND/OR THE CONTENT AND/OR THE INTERACTIVE FEATURES USER AGREES THAT USER’S SOLE REMEDY IS TO CEASE USING THE SERVICES AND/OR THE CONTENT AND/OR THE INTERACTIVE FEATURES. UNDER NO CIRCUMSTANCES SHALL CIRCLES, OR ITS AFFILIATES, AND/OR THE PROFESSIONAL FACILITATOR, IN ANY WAY FOR USER’S USE OF THE SERVICES AND/OR THE CONTENT AND/OR THE INTERACTIVE FEATURES 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.
    2. IN NO EVENT SHALL CIRCLES OR ITS AFFILIATES AND/OR THE PROFESSIONAL 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 THE INTERACTIVE FEATURES; 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 THE INTERACTIVE FEATURES 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.
16. 16.Notice and Takedown Policy.
    1. 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.
    2. CIRCLES can be reached at: hello@circlesup.com.
    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.
    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’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.
    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 may disable and/or terminate the accounts of Users who are infringers hereunder.
17. 17.Miscellaneous.
    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. 
    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. 
    3. Circles’ rights under the TOU shall survive any expiration or termination of the TOU.
    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

1. Respect and care 

• Treat other community members with respect and care at all times. 
• Personal attacks, offensive language, and inflammatory remarks will not be tolerated. 
• Remember that you are talking to real people with feelings.

1. Authenticity and accountability

• Be Genuine, be yourself and honestly express your thoughts, opinions, and experiences. 
• Dishonesty and deception, spreading of false information and misrepresentation will not be tolerated. 
• Remember it’s okay to agree to disagree.  

1. Adherence to Community Guidelines

• Familiarize yourself with the Circles community guidelines and adhere to them.
• Respect the guidelines to maintain a positive and safe environment for everyone.
• Any breach of the guidelines will result in suspension or removal from the app

1. Confidentiality and Privacy

• Respect the confidentiality and privacy of personal information shared within our community. 
• Do not submit materials which infringes the privacy of individuals.

1. Communication guidelines

• All community members are responsible for creating an environment of care and support. 
• Stay on topic and provide contributions in the appropriate category. 
• Do not submit any inappropriate content via the Services. Inappropriate Content may include but is not limited to, the following examples:
  • contains disrespectful or derogatory remarks about others or is otherwise hostile, insulting or harassing in any way, to others.
  • contains advice or content that might be damaging, unhelpful or distressing to others;
  • promotes personal beliefs in a way that is disrespectful of the choices of others.
  • advertises products, services, events or research
  • makes any reference to specific prescription medication names and/or dosages or seeks medical advice
  • includes personal information of others, such as facial pictures, full names, phone numbers, locations, email;
  • describes or encourages violence, suicide or other activity which could endanger the safety or wellbeing of others
• If another community member offends you, take the matter to the attention of the Trust and safety team.
• Any attempt to use someone’s insecurities or vulnerabilities for personal gain is considered manipulation or exploitation and is prohibited.
• 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.
• Cultivate a culture that encourages collaboration, cooperation, and working together towards common goals.
• Please make sure you join the Group on time.
• During the sessions try to devote yourself to the experience. 
• Turn off or disable any potential distractions, for example text messages, television in the background or interacting with others outside of the Group.
• Please respect all Members and Moderators in the Group and their individual anonymity.
• 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.
• Do not use the Group to discuss or raise topics not related to the purpose of the Group.

1. Safety and Well-being

• Prioritize the physical and emotional safety and well-being of all members, including by help ensuring that the Services will remain a safe space for open dialogue, where Members are free to discuss on difficult topics and share their experiences in a non-judgmental space that support and nurture Member’s well-being. 
• As some aspects of the Services are open to all Members (such as the Forum). Members must never post personal information which can identify others (such as address, email address or phone number).
• Report any concerns regarding safety or violations of the code of conduct to the trust and safety team.
• Circles is offering a support service. If you are in crisis or need urgent assistance, please contact resources in your area.