terms of service

United States and Canada (excluding Quebec)

Circle 8, Inc.

Effective Date: August 2nd 2026

Contents

Important Dispute Notice

1. Agreement and Scope

2. Eligibility and Territorial Availability

3. Accounts and Account Security

4. How Circle Works

5. Privacy and Electronic Communications

6. Contacts, Invitations, and Referrals

7. License to Use the Service; Circle Intellectual Property

8. Your Content and the License You Grant Circle

9. Audience Controls, Messages, Stories, and Reposts

10. Units and Other Digital Features

11. Acceptable Use Rules

12. Reports, Blocking, Moderation, and Enforcement

13. Copyright and Intellectual-Property Complaints

14. Third-Party Services and App Marketplaces

15. Service Changes, Beta Features, and Availability

16. Suspension, Termination, and Account Deletion

17. Disclaimers

18. Limitation of Liability

19. Indemnification

20. Dispute Resolution for United States Users

21. Terms for Canadian Users

22. Changes to These Terms

23. General Legal Terms

24. Contact Information

IMPORTANT DISPUTE NOTICE FOR UNITED STATES USERS: SECTION 20 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 20.9. THE ARBITRATION PROVISIONS APPLY ONLY TO USERS WHO ARE LEGALLY CAPABLE OF AGREEING TO THEM AND ONLY TO THE EXTENT PERMITTED BY LAW.

These Terms of Service (the “Terms”) are a legal agreement between you and Circle 8, Inc. (“Circle 8, Inc.,” “Circle,” “we,” “us,” or “our”). They govern your access to and use of the Circle mobile application, websites, invitation pages, software, features, communications, and related services (collectively, the “Service”).

By creating an account, selecting an acceptance button, or otherwise accessing or using the Service, you agree to these Terms and acknowledge the Privacy Policy. If you do not agree, do not create an account or use the Service.

1. Agreement and Scope

1.1 Scope

These Terms apply to the Service and to all features, content, functionality, and communications made available through it. Certain features may have additional terms or rules presented when you use them. Those additional terms become part of these Terms if you accept or use the applicable feature. If feature-specific terms conflict with these Terms, the feature-specific terms control only for that feature.

1.2 Privacy Policy

The Circle Privacy Policy describes how we handle personal information. It does not create contractual rights beyond applicable law unless these Terms expressly state otherwise.

2. Eligibility and Territorial Availability

2.1 Minimum Age

You must be at least 16 years old to use the Service. By creating an account, you represent that you are at least 16. If you are under the age of majority where you live, you also represent that you have permission from a parent or legal guardian where that permission is required by law. Nothing in these Terms is intended to bind a parent or guardian who has not personally agreed to these Terms.

2.2 Underage Accounts

The Service is not directed to children under 16. We may request information reasonably necessary to verify eligibility, restrict or suspend an account while reviewing eligibility, and delete an account if we reasonably believe the user is under 16 or otherwise ineligible. A parent, guardian, or other person may report a suspected underage account to Info@circle-8.co.

2.3 United States and Canada; Quebec Exclusion

The Service is offered only in the United States and Canada, excluding Quebec, and only where we make it available. Circle is not offered to Quebec residents. We may use coarse region information derived from an internet protocol address, telephone-country information, or other reasonable signals to enforce availability, without requesting precise device location. You may not use the Service where law, sanctions, or export controls prohibit it or after we terminate you for serious or repeated violations unless we authorize your return.

3. Accounts and Account Security

3.1 Registration and Authentic Accounts

You must provide accurate and current registration information, including a valid mobile telephone number that you control, your name, and your birth year. Each account is intended for one natural person unless we expressly permit otherwise. You may not create an account for another person without authorization, impersonate another person or organization, misrepresent your identity or age, create accounts through automated means, or maintain multiple accounts to evade restrictions or enforcement.

3.2 Phone Authentication

Circle uses telephone-number authentication and one-time verification codes. You authorize us and our authentication provider to send operational text messages necessary to verify your number, secure your account, and complete sign-in. Message and data rates may apply. You must not share a verification code or permit another person to use your account.

3.3 Security and Unauthorized Access

You are responsible for safeguarding your device, telephone account, and access credentials and for activity through your account to the extent permitted by law. Promptly notify us at Info@circle-8.co if you suspect unauthorized access, account takeover, loss of your device, or loss of control of your telephone number. We may require re-verification, invalidate sessions, or temporarily restrict access to protect you, other users, or the Service.

3.4 No Account Transfers

You may not sell, rent, lend, transfer, sublicense, or provide another person with access to your account, username, relationships, invitations, verification codes, or Units. We may reclaim or restrict usernames that are inactive, infringing, deceptive, or reasonably likely to confuse users.

4. How Circle Works

4.1 Circle, Network, and Selected Audiences

Circle is designed for communication and sharing among people you choose. Depending on the feature and your settings, content may be visible to people in your Circle, to your Circle and Network, to selected participants in a conversation or group, or to another audience expressly displayed in the product. Your Network generally consists of friends-of-friends relationships determined through the Service.

4.2 Review the Audience Before Sharing

You are responsible for reviewing the audience displayed before you post or send content. We may provide default settings, but you control the available audience selection when a feature offers that choice. Changes to relationships, blocks, account status, or product rules may affect future access. Audience controls restrict access; they do not guarantee that recipients will keep information confidential.

4.3 Rankings, Suggestions, and Personalization

The Service may rank, order, surface, or suggest connections, posts, features, notifications, and activities using relationship, engagement, recency, popularity, safety, integrity, and product-relevance signals. These systems change over time. We do not guarantee a particular placement, score, visibility, suggestion, or outcome, and these systems are not used to make decisions that produce legal or similarly significant effects about you.

4.4 No Emergency Service

Circle is not an emergency service, is not monitored continuously, and is not a substitute for contacting emergency services, law enforcement, a crisis service, or another appropriate authority. Do not use Circle as the sole means of seeking urgent help.

5. Privacy and Electronic Communications

5.1 Privacy and Service Communications

Our Privacy Policy describes our information practices, including processing in the United States and other locations where providers operate. We may send verification codes, account and security notices, legal notices, and material service updates. Optional notifications can be controlled in the app or device settings; some operational communications cannot be disabled while you maintain an account.

5.2 No Third-Party Advertising at Launch

At public launch, Circle does not display third-party advertising, sell personal information, share it for cross-context behavioral advertising, or use private-message content for advertising. Material changes will be disclosed with any notice, consent, or choices required by law.

6. Contacts, Invitations, and Referrals

6.1 On-Device Contact Picker

If you grant contacts permission, Circle reads your device contacts locally to display a picker. Circle does not upload your entire address book, hash it for contact matching, or build a shadow social graph from unselected contacts. Only the name and telephone number of a person you deliberately select are transmitted to create and deliver an invitation and to match the invitation if that person later joins.

6.2 Individual Initiative and Preview

You may initiate invitations only on an individualized basis. You must review the recipient and displayed message before sending. You may not use the Service to bulk-message contacts, invite people through automated selection, or repeatedly contact a person who has declined, opted out, or asked not to be contacted.

6.3 Your Direction and Representations

By initiating an invitation, you direct Circle and its messaging provider to send the displayed message to the selected number; authorize us to identify you in the message using the name shown to you; represent that the contact information is accurate to your knowledge; and represent that you have a personal relationship or other lawful basis for the referral and a good-faith reason to believe the invitation is welcome. You may not use invitations for commercial solicitation, harassment, deception, or contact with people you do not know.

6.4 United States and Canadian Invitation Rules

For United States and Canadian numbers outside Quebec, Circle sends only the initial invitation. For a Canadian number outside Quebec, Circle sends only the initial referral message unless the recipient separately consents to further messages. A Canadian referral message identifies the referring user by full name, states that it resulted from a referral, identifies Circle, and includes an unsubscribe method. Quebec numbers and known Quebec residents are not eligible for Circle invitation messages.

6.5 Opt-Outs and Suppression

Invitation recipients may use the stated opt-out method, including replying STOP where supported. We may retain a minimized suppression record to prevent future invitation messages unless the recipient affirmatively opts back in. You must not attempt to evade a suppression or opt-out control by using another account, number, spelling, or recipient record.

7. License to Use the Service; Circle Intellectual Property

7.1 Limited License

Subject to these Terms, we grant you a personal, limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to download, install, access, and use the Service on devices you own or control, solely for lawful personal and non-commercial use and as permitted by applicable app-store usage rules.

7.2 Restrictions

Except to the extent a restriction is prohibited by law, you may not copy, modify, distribute, sell, lease, sublicense, publicly display, reverse engineer, decompile, disassemble, attempt to derive source code, circumvent technical protections, create derivative works from, or commercially exploit any portion of the Service. You may not scrape, crawl, index, harvest, or extract user data; access non-public interfaces; bypass rate limits, privacy controls, connection limits, or security features; automate account activity; use the Service to develop a competing service; or collect or use Service content or data to train a machine-learning or artificial-intelligence model without our written permission, except where applicable law expressly permits the activity despite this restriction.

7.3 Our Rights

The Service is licensed, not sold. Circle 8, Inc. and its licensors retain all rights not expressly granted to you, including rights in the Circle name, software, visual design, interfaces, databases, ranking systems, algorithms, graphics, trademarks, and other technology and materials.

8. Your Content and the License You Grant Circle

8.1 You Own Your Content

“User Content” means profile information, posts, stories, comments, reactions, reposts, messages, photos, videos, audio, voice notes, and other material you submit or create. As between you and Circle, you retain ownership of User Content and any intellectual-property rights you hold in it.

8.2 A Limited Operational License

When you submit User Content, you grant Circle a non-exclusive, worldwide, royalty-free license to host, store, cache, reproduce, transmit, display, perform, distribute, and make technical modifications to that content only as reasonably necessary to operate, improve, secure, support, and provide the Service; deliver the content to the audience you select; format, compress, transcode, resize, generate thumbnails, and adapt it for devices and accessibility; investigate reports or enforce these Terms; comply with law; and preserve evidence where legally required. The license includes the right to use service providers for those purposes.

This license is deliberately narrower than the broad licenses commonly used by some social platforms. It does not authorize Circle to sell your User Content, license it to third parties for their independent use, use private-message content for advertising, or use User Content to train generative artificial-intelligence models. We will not expand the audience for User Content beyond the audience and product behavior presented to you, except as reasonably necessary for safety, legal compliance, account administration, or with your direction or consent.

8.3 Duration and Retained Copies

The license ends when User Content is deleted from active systems, except where another user retained or re-shared it; it remains temporarily in backups, caches, or provider systems; retention is required for safety, fraud prevention, disputes, enforcement, or law; shared messages or structures remain available to other participants; or processing is needed to complete a request you initiated. Retained copies remain subject to the Privacy Policy and are not restored to ordinary access except for system recovery or legal compliance. We do not promise permanent storage or recovery after deletion or expiration; keep your own copies of content you need.

8.4 Your Responsibilities

You represent and warrant that you own or have all rights, permissions, and consents necessary to submit and share your User Content and grant the license above; that your User Content and our permitted use of it will not violate law or another person’s rights; and that you will not submit another person’s confidential or private information unless you are authorized to do so.

9. Audience Controls, Messages, Stories, and Reposts

9.1 Private by Design, Not Absolute Confidentiality

Circle limits access according to relationships and audience choices, but recipients may screenshot, record, download, quote, or share information outside Circle. Blocking or removing a person limits future access as described in the product but cannot erase information already received or retained. Do not share information you cannot accept a recipient retaining or disclosing.

9.2 Messages Are Not End-to-End Encrypted

Messages and attachments are encrypted in transit and protected using service security controls, but they are not end-to-end encrypted. Our systems store message content in a form that authorized personnel may be technically capable of accessing. We do not routinely read private messages. We may access message content when reasonably necessary to deliver or troubleshoot the Service with authorization, investigate a report, address abuse or safety, protect rights, or comply with law.

9.3 Limited Automated Processing

At launch, Circle does not scan private-message content for advertising, commercial profiling, or generative-AI training. Limited automated processing may identify technical attributes, such as whether a message contains media or a link, to provide product functionality. Reported messages and reasonably related context may be reviewed by authorized personnel.

9.4 Content Lifecycles

Stories are designed to expire from ordinary user access after approximately 24 hours. Regular posts are designed to expire after approximately 30 days. Messages and conversation records may remain until deleted through available features, removed through account deletion as technically implemented, or otherwise deleted under our retention practices. Technical delays, backups, reports, legal holds, or copies retained by recipients may extend practical availability.

9.5 Reposts and Re-Sharing

A repost or re-share makes content available to the audience displayed in the Service. You must not repost content in a way that violates the original creator’s rights, privacy, or reasonable expectations. We may disable or remove a repost when the original content is removed, access rights change, or enforcement requires it.

10. Units and Other Digital Features

10.1 Nature of Units

“Units” are an earned-only in-app feature that may be awarded through eligible activity and spent on designated digital features. Units cannot be purchased, sold, transferred, gifted, inherited, redeemed for money, or used outside Circle. Units are not currency, stored value, a security, property, a deposit, or a credit balance, and they do not create a creditor relationship or vested right.

10.2 Program Changes

We may prospectively modify earning rates, spending requirements, catalog items, weekly limits, eligibility rules, or the Units program itself, with reasonable notice of material changes where appropriate. We will not arbitrarily revoke a permanent feature unlock already obtained with Units, except where it was obtained through error, fraud, manipulation, abuse, or violation of these Terms, or where the underlying feature is discontinued or changed for legal, security, or operational reasons.

10.3 Corrections and Enforcement

We may correct or reverse Units awarded or deducted because of error, fraud, abuse, manipulation, duplicate processing, or prohibited conduct. We may freeze a disputed balance while investigating. We may provide a correction when Units were improperly deducted, but we do not owe cash compensation for Units.

10.4 Account Closure

Units are forfeited when you permanently delete your account. We may forfeit Units when we permanently terminate an account for serious or repeated abuse. A temporary suspension does not automatically erase legitimately earned Units, although access may be unavailable while the account is suspended.

11. Acceptable Use Rules

You must use Circle lawfully, safely, and respectfully. You may not use the Service to create, upload, send, solicit, promote, coordinate, or facilitate any of the following:

• child sexual abuse material, sexual exploitation of a minor, grooming, sexual solicitation involving a minor, or any sexualized depiction of a person under 18;

• non-consensual intimate imagery, sexual extortion, voyeuristic content, or content that sexualizes or exploits another person without lawful consent;

• credible threats, instructions or encouragement for violence, terrorism, self-harm, or other imminent physical harm;

• harassment, stalking, bullying, hateful conduct, targeted degradation, or disclosure of another person’s private or identifying information without authorization;

• impersonation, deceptive identity practices, fraud, scams, phishing, manipulation, false emergencies, or misleading invitations;

• pornographic or sexually explicit content, sexual services, or content primarily intended for sexual gratification;

• illegal goods, controlled substances, unlawful weapons transactions, or instructions intended to facilitate unlawful conduct;

• spam, repetitive unsolicited messaging, artificial engagement, unauthorized promotions, chain messages, or abusive referral activity;

• malware, malicious code, credential theft, security attacks, interference with the Service, or attempts to gain unauthorized access;

• copyright, trademark, privacy, publicity, confidentiality, or other rights violations;

• manipulation of rankings, scores, feature posts, Units, or discovery through coordinated, inauthentic, automated, or multiple-account activity;

• misuse of reporting, appeal, or safety tools, including false or bad-faith reports;

• evasion of an enforcement action, block, suppression record, rate limit, or account restriction; or

• any attempt to help another person engage in conduct prohibited by these Terms.

11.1 Respect for Other Users

Do not pressure another person to add you, keep you in their Circle, disclose private content, respond to a message, or maintain a relationship. A person’s blocking, privacy settings, removal of a connection, or non-response does not authorize circumvention, retaliation, or contact through another account.

12. Reports, Blocking, Moderation, and Enforcement

12.1 Reports and Review

Users may report accounts, profiles, pages, content, messages, or conduct through available reporting tools. We review reports and respond as appropriate based on their nature, severity, and available information. We may prioritize urgent safety matters and request additional information. We do not guarantee a particular outcome or resolution time.

12.2 Moderation and Integrity Controls

We may investigate, limit distribution, remove content, disable features, issue warnings, restrict contact, correct or freeze Units, preserve evidence, suspend or terminate accounts, or take other proportionate action when we reasonably believe these Terms, law, safety, or platform integrity require it. We may use lightweight automated controls for publicly or network-visible text, spam, repetitive abuse, malicious links, invalid uploads, and other platform-integrity risks, together with human review.

12.3 Access to Reported Content

When content or a message is reported, authorized reviewers may access the reported material and reasonably related context necessary to understand the report, protect users, enforce these Terms, or comply with law. We limit access through role-based permissions and operational controls.

12.4 Child Safety and Serious Harm

We may report apparent child sexual exploitation, credible threats, imminent danger, sexual extortion, missing persons, or other serious illegal activity to the National Center for Missing & Exploited Children, law enforcement, emergency responders, or other appropriate authorities where required or permitted by law. We may preserve relevant account and content records for those purposes.

12.5 Appeals

Where we make an appeal process available, you may request review of an eligible enforcement decision. We may decline repetitive, abusive, fraudulent, untimely, or legally prohibited appeals. A successful appeal may restore content, features, an account, or Units as appropriate. Our determination after review is final except where applicable law provides otherwise.

13. Copyright and Intellectual-Property Complaints

13.1 Copyright Notices

We respect intellectual-property rights and expect users to do the same. If you believe material on Circle infringes your copyright, send a notice to Info@circle-8.co and 8 The Green Ste B, Dover, DE 19901, United States.. A notice should identify the copyrighted work; identify the allegedly infringing material with enough detail for us to locate it; provide your contact information; state that you have a good-faith belief the disputed use is not authorized by the copyright owner, its agent, or law; state under penalty of perjury that the notice is accurate and that you are authorized to act; and include your physical or electronic signature.

13.2 Counter-Notices and Repeat Infringers

If content was removed and you believe the removal was a mistake or misidentification, you may submit a legally sufficient counter-notice to the same contact. We may provide notices and counter-notices to affected parties and restore material as permitted by law. We may terminate repeat infringers in appropriate circumstances. A knowing material misrepresentation in a notice or counter-notice may create liability under applicable law.

13.3 United States and Canadian Procedures

For United States claims, we intend to process notices and counter-notices consistent with 17 U.S.C. § 512. Our contact in these Terms does not replace any separate designated-agent registration or copyright policy required by law. For Canadian users, we also receive and process qualifying notices under the Copyright Act (Canada) notice-and-notice regime.

14. Third-Party Services and App Marketplaces

14.1 Third-Party Services

The Service may depend on or link to third-party services, including app stores, cloud hosting, authentication, messaging, media delivery, telecommunications carriers, browser surfaces, and external websites. We do not control and are not responsible for their independent content, availability, security, or privacy practices. Your use of a third-party service may be governed by its terms and privacy policy.

14.2 Apple App Store Terms

If you obtained the app through Apple’s App Store: these Terms are between you and Circle 8, Inc., not Apple; Apple is not responsible for the app or its content and has no obligation to provide maintenance or support; if the app fails to conform to an applicable warranty, you may notify Apple and Apple may refund any purchase price paid for the app, after which Apple has no other warranty obligation to the maximum extent permitted by law; Circle 8, Inc., not Apple, is responsible for addressing claims relating to the app, including product, regulatory, consumer-protection, privacy, and intellectual-property claims; your license is limited to use on Apple-branded products you own or control as permitted by Apple’s usage rules; you must comply with applicable third-party terms; and Apple and its subsidiaries are third-party beneficiaries of this Section and may enforce it against you.

15. Service Changes, Beta Features, and Availability

15.1 Service Evolution

Circle is an evolving product. We may add, modify, test, limit, suspend, or discontinue features, interfaces, content lifecycles, relationship models, rankings, scoring systems, eligibility rules, limits, or other aspects of the Service. We will provide notice where required by law or where a change materially and adversely affects an existing contractual right.

15.2 Beta Features and Availability

Beta, test, preview, and experimental features may be incomplete, unstable, confidential, changed, or withdrawn without notice and may have additional terms. The Service may also be interrupted by maintenance, outages, provider or carrier failures, security events, legal requirements, or other circumstances. Do not rely on Circle for critical communications or permanent storage.

16. Suspension, Termination, and Account Deletion

16.1 Your Right to Stop Using Circle

You may stop using the Service at any time. You may initiate permanent account deletion through the in-app account-deletion process. Account deletion is designed to be irreversible. Review any warning and save information you need before confirming deletion.

16.2 What Account Deletion Does

Account deletion removes your account, profile, relationships, invitations, authored posts and other active content, push tokens, crew memberships, and participation records from active systems as described in the Privacy Policy. If you administer a crew, administration may transfer to another eligible member or the crew may dissolve if no other member remains. Messages you sent to other users may remain visible to those recipients because they form part of the recipients’ conversation history. Your account and conversation membership are removed, and conversations with no remaining participants are deleted. Copies made or retained by other users, legal-retention records, security records, suppression records, backups, and provider logs may remain under the retention practices described in the Privacy Policy. Units are forfeited without compensation.

16.3 Our Suspension and Termination Rights

We may restrict, suspend, or terminate access when reasonably necessary to protect users or the Service; investigate suspected violations; respond to legal requirements; address fraud, security, or abuse; enforce these Terms; or discontinue the Service. Where appropriate, we may provide notice and an opportunity to appeal, but urgent, safety-related, or legally restricted actions may occur without advance notice.

16.4 Survival

When these Terms terminate, your license to use the Service ends. Provisions that by their nature should survive will survive, including ownership, retained User Content licenses, feedback, disclaimers, limitations, indemnification, dispute resolution, and general legal terms.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. CIRCLE 8, INC. DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Service will be uninterrupted, error-free, secure, accurate, or free of harmful components; that content will be preserved; that users are who they claim to be; that an audience control will prevent a recipient from copying or disclosing content; that every invitation will be delivered; or that moderation will identify or remove every violation. User Content and interactions are provided by users, not by Circle. Circle does not conduct criminal background checks and does not guarantee the identity, conduct, intentions, or suitability of any user. Use caution and good judgment in online and in-person interactions.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, the exclusions apply only to the extent permitted by law, and you retain all nonwaivable consumer rights.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CIRCLE 8, INC. AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY; PERSONAL OR REPUTATIONAL HARM CAUSED BY ANOTHER USER; OR DAMAGES ARISING FROM UNAUTHORIZED ACCESS, SERVICE INTERRUPTION, CONTENT LOSS, OR RELIANCE ON THE SERVICE, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE PARTIES IDENTIFIED ABOVE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID DIRECTLY TO CIRCLE 8, INC. FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) US $100.

These limitations apply even if a remedy fails of its essential purpose. They do not apply to liability that cannot lawfully be limited, which may include liability for fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, violation of certain statutory rights, or other nonwaivable liability.

19. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Circle 8, Inc. and its directors, officers, employees, contractors, affiliates, and service providers from third-party claims, damages, judgments, losses, liabilities, and reasonable legal fees arising from: your unlawful User Content; your material violation of these Terms; your infringement or misappropriation of another person’s rights; or your unlawful use of invitations, contacts, or the Service. This obligation does not apply to the extent a claim results from our negligence, willful misconduct, or violation of law. If you are a minor, this Section applies only to the extent enforceable under applicable law.

We may control the defense and settlement of an indemnified claim, but we will not settle a claim in a manner that admits wrongdoing by you or imposes a non-monetary obligation on you without your consent, not to be unreasonably withheld. You must reasonably cooperate with the defense.

20. Dispute Resolution for United States Users

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST UNITED STATES DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION, NOT IN COURT OR BY A JURY, AND LIMITS CLASS OR REPRESENTATIVE PROCEEDINGS. YOU MAY OPT OUT WITHIN 30 DAYS.

20.1 Informal Dispute Resolution

Before initiating arbitration or a court action other than an eligible small-claims case or request for emergency relief, the claimant must send an individualized written Notice of Dispute. A notice to Circle must be sent to Info@circle-8.co and 8 The Green Ste B, Dover, DE 19901, United States.. A notice to you may be sent to the contact information associated with your account. The notice must include the claimant’s full name, account telephone number or other account identifier, a description of the facts and legal basis of the dispute, the specific relief requested, and counsel’s information if represented.

The parties will attempt in good faith to resolve the dispute for 60 days after a complete notice is received. Either party may request an individualized telephone or video settlement conference, with the parties personally participating and counsel permitted to participate. Any applicable limitations period is tolled during the 60-day period. These requirements are conditions precedent to arbitration, but must be applied reasonably and may be excused where required by law or necessary to preserve an expiring claim.

20.2 Agreement to Arbitrate

Except for the matters listed in Section 20.3 and subject to your right to opt out, you and Circle 8, Inc. agree that any dispute, claim, or controversy arising out of or relating to the Service, these Terms, the Privacy Policy, an account, User Content, communications, or the relationship between you and Circle will be resolved by binding individual arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

20.3 Claims Not Required to Be Arbitrated

This arbitration agreement does not require arbitration of: an individual claim eligible for small-claims court, which either party may bring in a court where the consumer resides or another court with lawful jurisdiction; a request for temporary or emergency court relief to prevent imminent physical harm, unauthorized system access, misuse of credentials, trade-secret disclosure, intellectual-property infringement, or destruction of evidence; a complaint or charge submitted to a government agency, regulator, or law-enforcement authority; a sexual-assault or sexual-harassment dispute where federal law gives the claimant the right to elect court; a claim for public injunctive relief to the extent applicable law prohibits waiver or arbitration of that claim; or any claim that applicable law says cannot be arbitrated.

20.4 Administrator and Rules

Arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules in effect when the demand is filed, as modified by these Terms. If coordinated filings qualify as a mass arbitration under AAA rules, AAA’s Mass Arbitration Supplementary Rules in effect when the cases are filed will apply. If AAA is genuinely unavailable, the parties will select another nationally recognized consumer-arbitration provider, or a court will appoint one. AAA is not considered unavailable because Circle 8, Inc. failed to satisfy AAA requirements or pay fees allocated to it.

20.5 Arbitrator Authority and Procedure

One neutral arbitrator will decide the dispute. Except where law requires a court to decide an issue, the arbitrator has authority to decide questions concerning the scope, interpretation, and enforceability of this arbitration agreement and to award any individualized remedy available in court. The arbitrator may consider dispositive motions, permit reasonable exchange of relevant nonprivileged information, protect confidential information, and issue a reasoned written decision.

A hearing will be conducted by video, telephone, or documents unless the arbitrator determines an in-person hearing is necessary. Any in-person consumer hearing will occur in the county or equivalent locality where you reside unless the parties agree otherwise. You may be represented by counsel at your own expense, subject to fee-shifting rights available under law.

20.6 Fees

AAA filing, administration, and arbitrator fees will be allocated under the Consumer Arbitration Rules and applicable law. Circle 8, Inc. will pay the business fees and arbitrator compensation that AAA rules or law require it to pay. Your required payment will not exceed the consumer filing amount applicable under AAA rules, and hardship waivers remain available. Each party bears its own attorneys’ fees unless a statute, rule, sanction, or award permits fee shifting.

20.7 Individual Relief Only; Class-Action and Jury Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND CIRCLE 8, INC. AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT CLAIMANT’S INDIVIDUAL DISPUTE.

This paragraph does not waive a remedy that applicable law makes nonwaivable. If a court determines that a request for public injunctive relief cannot be arbitrated or waived, that request will be decided by the court after the arbitrable issues are resolved unless applicable law requires another sequence. If a particular claim cannot lawfully be subject to the class-action waiver and cannot be severed, that claim will proceed in court, not class arbitration.

20.8 Mass or Coordinated Filings

If coordinated arbitration demands qualify as a mass arbitration under AAA’s rules, AAA’s then-current Mass Arbitration Supplementary Rules will govern administration, including any process-arbitrator, mediation, fee-management, or sequencing procedures. This provision does not authorize class arbitration or alter the requirement that each claim be adjudicated individually.

20.9 Thirty-Day Right to Opt Out

You may opt out of this arbitration agreement by emailing Info@circle-8.co within 30 days after you first accept these Terms. Your notice must include your full name, the telephone number associated with your account, and an unequivocal statement that you are opting out of the arbitration agreement in Circle’s Terms of Service. Opting out will not affect your account or access to the Service. If you timely opt out, neither you nor Circle will be bound by this arbitration agreement for disputes governed by the version you rejected, and the class-action waiver in Section 20.7 will not independently apply to you.

20.10 Users Under the Age of Majority

For a user who is under the age of majority, this arbitration agreement and related waivers apply only to the extent enforceable under applicable law. Nothing in these Terms represents that a minor’s acceptance binds a parent or guardian who did not separately assent.

20.11 Changes to Arbitration Terms

A material change to this Section applies prospectively only. We will provide clear notice and a new 30-day opportunity to reject the changed arbitration terms. A change will not apply to a dispute for which a complete Notice of Dispute was received before the change became effective.

20.12 Severability

If a portion of this arbitration agreement is unenforceable, it will be severed or limited to the minimum extent necessary, and the remainder will remain in effect. If the prohibition on class arbitration is held unenforceable as to a particular claim and cannot lawfully be severed, that claim will proceed in court rather than class arbitration. Public-injunctive-relief claims are handled as stated in Section 20.7.

20.13 Governing Law and Court Venue

For United States users, the Federal Arbitration Act governs this Section. These Terms and non-arbitrable disputes are otherwise governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except that this choice does not deprive you of nonwaivable protections of the law of your state of residence. Subject to small-claims rights and any nonwaivable local forum right, non-arbitrable claims must be brought in the United States District Court for the District of Delaware or, if federal jurisdiction is unavailable, an appropriate Delaware state court. Each party consents to personal jurisdiction and venue there. To the extent permitted by law, each party waives a jury trial for a non-arbitrable claim.

21. Terms for Canadian Users

21.1 No Quebec Offering

Circle is not offered to Quebec residents. If you become a Quebec resident, you must stop using the Service and contact us regarding account closure or other available options.

21.2 Governing Law and Courts

For a Canadian user outside Quebec, these Terms are governed by the laws of the province or territory in which the user resides and the federal laws of Canada applicable there, without depriving the user of nonwaivable consumer protections. Disputes may be brought in courts of competent jurisdiction in the user’s province or territory. The United States arbitration agreement and class-action waiver in Section 20 do not apply to Canadian users.

21.3 Mandatory Rights

Nothing in these Terms excludes, restricts, or waives a right or remedy under Canadian federal, provincial, or territorial law that cannot lawfully be excluded, restricted, or waived. Any disclaimer, limitation, indemnity, choice-of-law term, or forum term applies only to the extent permitted by applicable Canadian law.

21.4 Language

The parties confirm that they have requested that these Terms and related documents be drafted in English. This provision does not apply to Quebec residents, because the Service is not offered in Quebec, and does not waive any nonwaivable language right.

22. Changes to These Terms

We may update these Terms to reflect product changes, legal requirements, safety practices, or business operations. We will post the updated Terms and revise the effective date. If a change is material, we will provide advance or prominent notice and may require affirmative re-acceptance. Changes apply prospectively unless law permits otherwise. Your continued use after the effective date constitutes acceptance where permitted by law. If you do not agree, you must stop using the Service and may delete your account. Changes to Section 20 are governed by Section 20.11.

23. General Legal Terms

23.1 Entire Agreement

These Terms and accepted feature-specific terms are the entire agreement regarding the Service and supersede prior agreements on the same subject. The Privacy Policy describes our data practices.

23.2 No Waiver; Severability

A failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific instance stated. Except as specifically provided in Section 20, if a provision is invalid or unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions will continue in effect.

23.3 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or transfer of the Service, provided the assignee assumes applicable obligations. A prohibited assignment is void.

23.4 Third-Party Beneficiaries

Except for Apple and its subsidiaries as stated in Section 14.2 and indemnified parties under Section 19, these Terms do not create third-party beneficiary rights.

23.5 Interpretation

Headings are for convenience. “Including” means “including without limitation.” References to law include amendments and successor provisions. If translated, the English version controls to the extent permitted by law.

23.6 Electronic Records and Notices

You consent to receive agreements, disclosures, and notices electronically. We may provide notice in the app, by push notification, by text to your verified number, by email if you provide one, or by posting on an official legal page. Electronic notices satisfy written-notice requirements to the extent permitted by law.

23.7 Force Majeure

We are not liable for delay or failure caused by events beyond our reasonable control, including natural disasters, war, civil unrest, labor disputes, internet or carrier failures, power outages, governmental action, epidemics, security attacks, or provider failures, except where law provides otherwise.

23.8 California Consumer Notice

Under California Civil Code Section 1789.3, California users may file grievances and complaints with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

24. Contact Information

Circle 8, Inc.

8 The Green Ste B, Dover, DE 19901, United States.

General legal, policy, security, and support matters: Info@circle-8.co

Arbitration notices and opt-outs: Info@circle-8.co

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