CIRCLE LABS TERMS AND CONDITIONS

PLEASE READ THESE CIRCLE LABS TERMS AND CONDITIONS (“TERMS AND CONDITIONS”) CAREFULLY.

BY ACCESSING OR USING THE CIRCLE LABS WEBSITE (THE “SITE”) OR BY ACCESSING OR USING ANY CIRCLE LABS APPLICATIONS PROVIDED BY CIRCLE LABS INCLUDING, WITHOUT LIMITATION, ANY AI CHAT SERVICES, (THE “APPS’’) OR BY ACCESSING OR USING OTHER CIRCLE LABS MATERIALS PROVIDED IN ORDER TO FACILITATE USE OF THE SERVICES (THE “CONTENT”), (COLLECTIVELY, THE SITE, THE APPS AND THE CONTENT ARE THE “SERVICES”), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU AGREE THAT THESE TERMS AND CONDITIONS ARE ENFORCEABLE LIKE ANY WRITTEN AGREEMENT NEGOTIATED AND SIGNED BY YOU. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS OR DO NOT WISH TO BE BOUND BY THEM, PLEASE EXIT THE SERVICES AND DO NOT USE THE SERVICES IN THE FUTURE.

BY YOUR USE OF THE SERVICES, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT THE SERVICES MAY INCLUDE THE USE OF ARTIFICIAL INTELLIGENCE (“AI”) AND CIRCLE LABS SHALL NOT BE LIABLE FOR ANY CONTENT, CHATS, CONVERSATIONS OR SIMILAR MATERIALS PRODUCED BY THE AI, EVEN IF SUCH MATERIALS ARE DEFAMATORY OR OFFENSIVE. YOU AGREE THAT YOU ARE USING THE SERVICES AT YOUR RISK AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

CIRCLE LABS MAY, AT ANY TIME, MODIFY, CHANGE, OR ADD TO THESE TERMS, AND ANY SUCH MODIFICATIONS WILL BE EFFECTIVE IMMEDIATELY UPON POSTING ON THE CIRCLE LABS’ WEB SITE. YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF ANY CHANGES TO THESE TERMS AND CONDITIONS SIGNIFIES YOUR ACCEPTANCE OF THOSE CHANGES.

1. The Services. These Terms and Conditions, which include and hereby incorporate the Privacy Policy at [include link] (“Privacy Policy”), are a legal agreement between Circle Labs, Inc. and its related companies (“Circle Labs”, “us”, “our”, or "we") and you ("you" or “your”). By using or accessing the Service, you agree (i) that you are 13 years of age and the minimum age of digital consent in your country, (ii) if you are the age of majority in your jurisdiction or over, that you have read, understood, and accept to be bound by the Terms, and (iii) if you are between 13 (or the minimum age of digital consent, as applicable) and the age of majority in your jurisdiction, that your legal guardian has reviewed and agrees to these Terms. Access to or use of the Services constitutes your agreement with these Terms and Conditions. You agree to use the Services only for lawful purposes. You may not use the Services for commercial purposes. You must only use Services in a way that does not infringe the rights of, restrict or inhibit anyone else's use and enjoyment of Services. Prohibited behavior includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content or disrupting the normal flow of data within the Services.

2. Rights to Use the Service. Subject to your compliance with these Terms and Conditions and Conditions, Circle Labs grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use and access the Services. You agree not to (and not to attempt to): (i) use the Services for any use or purpose other than as expressly permitted by these Terms and Conditions; (ii) copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, attempt to discover any source code, reverse engineer, decompile, disassemble, or otherwise exploit the Service or any portion of the Services or any Circle Labs Content, except as expressly permitted in these Terms and Conditions; or (iii) use data mining, robots, spiders, or similar data gathering and extraction tools on the Services. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Circle Labs or its licensors, except for the permissions and rights expressly granted in these Terms and Conditions.

Circle Labs reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Circle Labs reserves the right to refuse any user access to the Services without notice for any reason, including but not limited to a violation of the Terms and Conditions. If you violate these Terms and Conditions, Circle Labs reserves the right to issue you a warning regarding the violation or immediately terminate or suspend any or all Accounts you have created using the Service. You agree that Circle Labs need not provide you notice before terminating or suspending your Account(s), but it may do so.

3. Your Account. You are responsible for your log-in credentials and for any activity resulting from the use of your log-in credentials or other activity on your account (“Account”) on the Service. Upon launching the App or the Service, if you do not already have an Account, you will be prompted to create one by providing a username and in some cases a password. You may also be required to provide a valid email address or other information to access or utilize certain applications or features. You represent and warrant that the information you provide to us upon registration and at all other times will be true, accurate, current, and complete. We reserve the right to reject any username or to terminate your username or prevent use of a username in our sole discretion, and without any liability to you. You understand and agree that other users of the Service may have the same username as you, however, users will be differentiated by a number identifier that may or may not be visible to you or other users. You will ensure that your e-mail address is kept accurate and up-to-date at all times. You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials or otherwise on your Account. You agree to notify us immediately if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your Account. You agree that we will not be liable for any loss or damage arising from unauthorized use of your credentials.

4. Your Content. Any data, information, text, graphics, photographs and their selection and arrangement, and any other materials uploaded to the Service by you, including without limitation, comments, reviews, data, text, messages, files, images, photographs, videos, audiovisual works, postings, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and any other materials, as well as links to any of the above, is “Your Content.” You represent and warrant that Your Content is original to you and that you exclusively own the rights to such content, including the right to grant all of the rights and licenses in these Terms and Conditions without Circle Labs incurring any third party obligations or liability arising out of its exercise of such rights and licenses. All of Your Content is your sole responsibility and Circle Labs is not responsible for any material that you upload, post, or otherwise make available. By uploading, distributing, transmitting or otherwise using Your Content within the Service, Circle Labs shall be entitled to unrestricted use of such Content for any purpose whatsoever, commercial or otherwise, without the requirement of any further permission from or payment to you or to any other person or entity, including without limitation for inclusion in any future product, with no compensation to you. Your Content shall not be subject to any obligation of confidentiality on our part and Circle Labs shall not be liable for any use or disclosure of Your Content. Without limiting the foregoing, you hereby grant Circle Labs (and our licensees, distributors, agents, representatives and other authorized users) a perpetual, nonexclusive, transferable, royalty-free, sublicensable, and worldwide license to use, host, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display Your Content in connection with operating and providing the Service, including use of Your Content within the AI application. Circle Labs does not guarantee the accuracy, quality, or integrity of any user content posted. By using the Service, you acknowledge and accept that you may be exposed to material you find offensive or objectionable. You agree that Circle Labs will not under any circumstances be liable for any user content, including, but not limited to, errors in any user content, or any loss or damage incurred by use of user content. Circle Labs reserves the right to remove and permanently delete Your Content from the Service with or without notice for any reason or no reason.

5. Rules of Conduct and Usage. The Service allows for communication channels in forums, communities, or chat areas ("Communication Channels") to enable you to communicate with other Service users. You acknowledge that any user content (including without limitation chats, postings, or materials posted by users) on the Communication Channels is neither endorsed nor controlled by us. Circle Labs will not under any circumstances be liable for any activity within Communication Channels. Circle Labs is not responsible for information that you choose to share on the Communication Channels, or for the actions of other users, including, without limitation, any AI or “Bots” content shared on the Communication Channels, including Circle Lab’s own AI application. As a condition of your use of the Service, and without limiting your other obligations under these Terms and Conditions, you agree to comply with the restrictions and rules of use set forth in these Terms and Conditions as well as any additional restrictions or rules (such as application-specific rules) set forth in the Service. As an example, you agree not to use the Service in order to:

a. post, upload, transmit or otherwise disseminate information that is objectionable;

b. defame, libel, ridicule, mock, stalk, threaten, harass, intimidate or abuse anyone;

c. engage in conduct that is fraudulent or illegal or otherwise harmful to Circle Labs or any other user;

d. upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs or engage in any other activity that may damage the operation of the Service or other users' computers;

e. violate the contractual, personal, intellectual property or other rights of any party including using, uploading, transmitting, distributing, or otherwise making available any information made available through the Service in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);

f. attempt to obtain passwords or other private information from other members;

g. improperly use support channels or complaint buttons to make false reports to us;

h. develop, distribute, or publicly inform other members of "auto" software programs, "macro" software programs or other "cheat utility" software program or applications in violation of the applicable license agreements; or

i. exploit, distribute or publicly inform other members of any game error, miscue or bug which gives an unintended advantage; violate any applicable laws or regulations; or promote or encourage illegal activity including, but not limited to, hacking, cracking or distribution of counterfeit software, compromised accounts, or cheats or hacks for the Service.

These rules of use are not meant to be exhaustive, and we reserve the right to determine what conduct we consider to be a violation of the Terms and Conditions or improper use of the Service and to take action including termination of your Account and exclusion from further participation in the Service. We broadly follow Twitter Rules available on https://help.twitter.com/en/rules-and-policies/twitter-rules for content moderation decisions.

6. Ownership and Proprietary Rights; License. The Services including, without limitation, any instructions, tutorials, and other information as well as all other documentation, materials, and files are the property of Circle Labs or its licensors and is protected by copyright and other intellectual property laws. The Services may be viewed and displayed for your personal, informational, and non-commercial use only. Except as expressly provided for in the foregoing sentence, you may not modify, publish, transmit (including but not limited to, by way of e-mail, facsimile, or other electronic means), frame, sublicense, assign, display, participate in the transfer or sale of, rent, lease, loan, create derivative works based on, or in any other way exploit the Services or any component thereof or any of Circle Labs Content without the express prior written consent of Circle Labs or its licensor, which may be withheld for any reason. Any permitted copies of the Services or the Circle Labs Content must retain the copyrighted notice and any other proprietary notices contained in such materials. You may not use any of the materials contained in the Services or the Circle Labs Content in any manner that may give a false or misleading impression or statement as to Circle Labs or any third party referenced in the Services or Circle Labs Content. You further acknowledge and agree that all copyrights, patents, trade secrets, concepts, techniques or other intellectual property rights associated with any ideas, concepts, creations, designs, engineering details, techniques, inventions, processes, works of authorship, course materials, documentation, and Circle Labs Content developed, created, or used by Circle Labs or its personnel in connection with the Services or Circle Labs Content are and shall remain the sole and exclusive property of Circle Labs and/or its licensors and are proprietary information of those parties. Circle Labs reserves all rights not expressly granted to you. No right, title, or interest in or to any trademarks, service marks, or trade names of Circle Labs or its licensors is granted hereunder and any use thereof will inure solely to the benefit of Circle Labs and/or its licensors. Nothing herein shall be construed as conferring any license under Circle Labs’ intellectual property rights, whether by estoppel, implication or otherwise.

7. Limited Warranty; Disclaimer. CIRCLE LABS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES IN THE SERVICES. CIRCLE LABS IS PROVIDING THE SERVICE ON AN “AS IS” OR AS AVAILABLE BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DOES NOT PROVIDE WARRANTIES WITH RESPECT TO YOUR USE OF OR ACCESS TO THE SERVICES. CIRCLE LABS DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES OR ANY INFORMATION AVAILABLE THROUGH THE SERVICE. CIRCLE LABS ASSUMES NO RESPONSIBILITY FOR THE QUALITY, UTILITY, ACCURACY OR SECURITY OF THE SERVICES OR THE USEFULNESS OF THE SERVICE FOR ANY PURPOSE. CIRCLE LABS DOES NOT GUARANTEE NETWORK SECURITY. CIRCLE LABS ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THE SECURITY OF YOUR ELECTRONIC ENVIRONMENT. THE OBLIGATIONS AND LIABILITIES OF CIRCLE LABS AND ITS LICENSORS AS SET FORTH HEREIN ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER OBLIGATIONS, LIABILITIES AND REMEDIES, EXPRESS OR IMPLIED, INCLUDING ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY (COLLECTIVELY, “CLAIMS”) IN TORT, CONTRACT, STATUTE, OR OTHERWISE WHETHER OR NOT ARISING FROM NEGLIGENCE OF CIRCLE LABS OR ITS AFFILIATES, ACTUAL OR IMPUTED. COMPANY SHALL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY ANY THIRD-PARTY VENDORS IDENTIFIED BY CIRCLE LABS.

8. Indemnification. You agree to indemnify and hold Circle Labs, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with (i) your use of and access to the Services; (ii) your violation of any term of these Terms and Conditions; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right or any third party agreement; or (iv) any of Your Content or information in your Account or any other information you post or share on or through the Service. As used in this section, "you" shall include anyone accessing the Service using your Account information.

9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CIRCLE LABS, BE LIABLE TO YOU OR TO ANY THIRD PERSON FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA, ARISING FROM YOUR USE OF THE SERVICE OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE CIRCLE LABS HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. CIRCLE LABS SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO US IN ACCORDANCE WITH THESE TERMS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM OR (B) $100. THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS DO NOT PURPORT TO LIMIT LIABILITY OR ALTER RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, CIRCLE LABS’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. Force Majeure; Excused Performance. Circle Labs shall not be liable in any way for any delays in, or any failure of, services performed hereunder due to any wrongful or negligent act or omission of you or your failure to follow these Terms and Conditions. Neither party shall be liable or deemed in default for any delay in performance under these Terms and Conditions resulting directly or indirectly from acts of God, war, insurrection, epidemic or pandemic, national emergency, fires, storms, labor disputes, acts of vandals or hackers, acts of civil or military authority or any other cause beyond the reasonable control of such party.

11. Term and Termination. These Terms and Conditions may be terminated at any time by Circle Labs effective immediately upon notice to you, or upon the mutual agreement of the parties, or if you breach any of its material responsibilities or obligations under these Terms and Conditions, which breach is not remedied within ten (10) days from receipt of written notice of such breach.

12. Miscellaneous. These Terms and Conditions shall be governed in accordance with the laws of the State of Georgia (excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods) and you expressly agree that exclusive jurisdiction for any claim or dispute with Circle Labs or relating in any way to the Services or these Terms and Conditions resides in state and federal courts in the State of Georgia in connection with any such dispute or claim. These Terms and Conditions including the Privacy Policy and made a part hereof, constitutes the entire agreement between Circle Labs and you with respect hereto and supersedes any prior negotiations, understandings or agreements with respect to the specific subject matter hereof. No other terms and conditions shall be included or implied unless agreed in writing by an authorized representative of the parties. The rights of Circle Labs and your obligations under these Terms and Conditions shall inure to the benefit of Circle Labs’ assignees, licensors, and licensees. These Terms and Conditions are not assignable or transferable in whole or in part by you without the prior written consent of Circle Labs, which consent shall not be unreasonably withheld. The provisions of these Terms and Conditions are severable and if any one or more of the provisions hereof are judicially determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions of these Terms and Conditions shall be binding. A waiver of any section of these Terms and Conditions does not constitute a waiver of the whole Terms and Conditions. Except as otherwise specifically provided, all notices given pursuant to these Circle Labs Terms and Conditions shall be in writing sent by certified or registered mail (return receipt requested), overnight express services or by facsimile. All such notices shall be directed to you or Circle Labs at the address set forth herein unless either party notifies the other in writing of a new address.