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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 use of the App as well as the website of Circles at domains Circlesup.com and certain landing pages (the “Site“, together with the App, the “Services”), and the use of any services offered by Circles via the Services, as may be amended by Circles from time to time at tis sole discretion (collectively, the “Offering“), and 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 kind of Groups, with different kind of pricing models, which are moderated by different kind of persons who may or may not be linked to Circles, all as provided by Circles via the Services and as may be amended by Circles from time to time, at Circles sole discretion, e.g., audio-based, video-based Groups, Groups moderated by trained professionals and/or moderated by peers who are laymen.
1.4. These TOU govern your use of the Site and the App, as a User, as a member of a Group (“Member”) and/or as a Guide (as defined below) or Group Facilitator (as defined below), or any other kind of moderator (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, at its sole discretion. 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 Offerings and/or the Content, or any part thereof, User will be deemed to have accepted the Terms, as amended.
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.
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, WHILE IN CERTAIN CASES, BEING MODERATED BY A MODERATOR. EVEN THOUGH SUCH MODERATOR MIGHT BE A MENTAL HEALTH PROFESSIONAL, A PSYCHOLOGIST, A CLINICAL SOCIAL WORKER, A LIFE COACH, A NURSE, OR THE LIKE (“GROUP FACILITATOR”), ON THE SERVICES THE MODERATORS WILL SOLELY HOLD THE POSITION OF A MODERATOR AND WILL NOT PROVIDE ANY PSYCHOLOGICAL ASSISTANCE OR ANY KIND OF THERAPY.
4.1. In order to access the App, 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.
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 Code (as defined below) 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. With respect to User’s Account profile username, under which User will be seen by other Users, Members or Moderators of the App, User is advised to provide a nickname and to refrain from using any part of User’s real name as User’s nickname, in order for User to maintain their anonymity; and (ii) maintain and promptly update such Account information to keep it true, accurate, current and complete, at all times.
4.4. 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. Once an Account has been established, User’s selected Account profile username will appear to other Users or Moderators of the App, including for example, when User is attending a meeting and/or interacting with the Interactive Features (as defined below).
4.6. 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.
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 not under 18 years of age; (ii) User is authorized to use the Services, the Offerings and the Content; (iii) User agrees to be bound by the terms of the Terms; (iv) its 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 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 vetting and training process of any Moderators. Notwithstanding the foregoing, Circles, at its sole discretion, may vet the Moderators and/or offer training content to Moderators. Any vetting, approval or acceptance of a Moderator, and any training that Circles may provide to Moderators, is solely of declarative nature and does not in any way constitute any kind of endorsement or recommendation, nor does it mean that the Moderator has undergone any kind of professional training and testing or that the Moderator meets certain professional criteria or that the Modertaor has certain professional experience or is qualified in any other way. Even if Circles provides any vetting, training, or other support to Moderators, Circles expressly disclaims any and all liability relating to the Moderators, their qualifications, actions, communications or any outcomes or consequences arising from interactions of any User with Moderators; (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 the meetings moderated by a Moderator and for any interaction between the Moderator and any other Users; (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 and/or a Moderator 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.
5.3. Guides’ Acknowledgments, Representation & Warranties.
If, at Circles’ sole discretion, and as may be amended from time to time, Circles provides the option for a User who is not a Group Facilitator to serve as a moderator of certain Groups (“Guide”), such User by pressing the “Become a Guide” button (or any similar button) to serve as a Guide of certain Groups, acknowledges, agrees, represents, and warrants that: (i) it may be subject to a vetting process before or after becoming a Guide, as well as ongoing training process as a Guide, provided however that any such vetting or training process by Circles shall not create any liability, accountability or responsibility on Circles’ part with respect to the Guide, their actions, or outcomes; (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 Groups, by Circles from time to time; (iv) Guides are solely responsible, at all times, and they are fully liable for any damages arising in connection with their use of the Offering, and each Guide further acknowledges that Circles does not have any liability with respect to any outcome or result of Guide’s use of the Offering, including but not limited to any actions or outcomes related to Circles’ vetting or training of such Guide, and each Guide waives any claims with respect to any such outcome or result; (vi) Guides shall be responsible for ensuring that their respective Groups, as managed by such Guide, are conducted in accordance with these Terms and in accordance with applicable law, including by timely reporting Circles of any User who violates the Terms, the Code or any applicable law; (vii) in case Groups moderated by a Guide remain inactive due to lack of interest or User’s interactions or Guides absence or otherwise, Circles may, at its sole discretion, deactivate, cease, terminate and/or remove all related content from such Groups; and (viii) for the avoidance of doubt it shall be clarified that a Guide is not entitled to any consideration whatsoever, neither from Circles nor from any Users.
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. Prices and Payment Terms.
7.1.1. 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.
7.1.2.If the User does not pay Circles when payment is due, Circles will terminate User’s access to the Subscription.
7.2. Free Trial.
7.2.1. Circle 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:
7.2.2. 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 and/or the Moderators, from time to time (“Free Trial”).
7.2.3. 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.
7.2.4. 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.
7.2.5. 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. 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.
7.3.1. 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 kind of refund from Circles unless explicitly otherwise provided hereunder or on the Services.
7.3.2. 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. 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.
7.3.3. If Circles and/or the Moderator cancel or postpone a Meeting, User is not entitled to any refund.
7.3.4. If Circles replaces a certain Moderator by another Moderator, User is not entitled to any refund.
7.4.1. Circles reserves the right to terminate the Services at any time, in Circles’ sole discretion, with or without notice, for any or no reason.
7.4.2.Without derogating from anything to the contrary herein or on the Services, 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.
8.1. 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.
8.2. 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 and/or the Moderator, from time to time.
8.3. 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 non-confidential and non-proprietary; (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.
9.1. 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.
9.2. 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.
9.3. By logging in to 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.
9.4. 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.
9.5. 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.
9.6. 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.
9.7. In addition to 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 App, or via chat; if by phone, then only via 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 App which deviate 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 other communication and/or encounter between 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.
10.1. 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.
10.2. 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.
11.1. 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.
11.2. 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 and/or 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.
14.1. 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.
14.2. IN NO EVENT SHALL CIRCLES OR ITS AFFILIATES AND/OR ANY MODERATORS) 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. 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 (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.
15.1. 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.
15.2. Circles can be reached at: hello@circlesup.com.
15.3. 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.
15.4. 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.
15.5. 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.
16.1. 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.
16.2. 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.
16.3. Circles’ rights under the TOU shall survive any expiration or termination of the TOU.
16.4. 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
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