Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Cirkle Labs, LLC ("Cirkle Labs," "we," "us," or "our"), the operator of the Cirkle platform ("Cirkle" or the "Platform"), including our website, any mobile applications we may offer, APIs, and all related services.

By creating an account, accessing, or using Cirkle in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not access or use the Platform.

We may offer certain features during a beta or early-access period. Beta features are provided as-is, may be modified or discontinued without notice, and are subject to these Terms.

You must be at least eighteen (18) years of age — or the age of legal majority in your jurisdiction, whichever is greater — to create an account or use Cirkle. By using the Platform, you represent and warrant that you meet this age requirement and have the legal capacity to enter into a binding agreement.

If you are using Cirkle on behalf of a company, organization, or other entity, you represent that you have the authority to bind that entity to these Terms, and "you" refers to both you individually and that entity.

Cirkle is not directed at children. We do not knowingly collect personal information from anyone under the age of eighteen (18). If we learn that a user is under eighteen, we will promptly deactivate the account and delete associated data.

To use most features of Cirkle, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information.
• Keep your login credentials confidential and not share them with any third party.
• Immediately notify us of any unauthorized access to or use of your account.
• Maintain and promptly update your account information as needed.

You are solely responsible for all activity that occurs under your account, whether or not authorized by you. We are not liable for any loss or damage arising from unauthorized use of your account. We reserve the right to suspend or disable any account if we suspect it has been compromised or is being used in violation of these Terms.

You may not create more than one account per person, impersonate another person, or use a misleading account name.

Cirkle is a community marketplace platform that enables users to create, manage, and participate in focused marketplaces. The Platform provides tools for posting listings and classifieds, communicating with other marketplace members, and managing membership — but Cirkle is not a party to any transaction, agreement, or arrangement between users.

Specifically, Cirkle:

• Does not process payments, handle money, or act as an escrow or payment intermediary.
• Does not verify, guarantee, or endorse any listing, classified, item, service, user, or marketplace.
• Does not mediate or resolve disputes between users regarding transactions, item quality, delivery, or any other matter.
• Is not responsible for the actions, omissions, items, or content of any user.

All transactions between users — including negotiations, payment, delivery, and returns — are conducted entirely between the parties involved, at their own risk. You acknowledge that Cirkle functions solely as a venue and communication tool.

Cirkle allows users to create marketplaces of various types (personal, public, moderated, private, and enterprise). If you create a marketplace, you are its "Owner" and you assume full responsibility for the marketplace and everything published within it.

As a marketplace Owner, you agree to:

• Set and enforce marketplace rules that comply with these Terms and all applicable local, state, federal, and international laws.
• Actively moderate all content, listings, classifieds, and member behavior within your marketplace.
• Promptly remove any listing, classified, or content that violates these Terms, applicable law, or your own marketplace rules.
• Not use your marketplace to facilitate illegal activity, discrimination, harassment, or harm of any kind.
• Accept full responsibility for the access controls, visibility settings, and membership decisions you configure.

Owner Liability for Listings and Classifieds: The marketplace Owner is responsible for all listings, classifieds, and content posted within their marketplace, whether posted by the Owner or by marketplace members. By creating a marketplace, you acknowledge that you have a duty to monitor and moderate the content within it. Failure to remove prohibited content after becoming aware of it — or willful facilitation of prohibited listings or classifieds — may result in account termination and referral to law enforcement.

Marketplace Name Reservation: Marketplace names ("slugs") are identifiers assigned to your marketplace. Cirkle Labs reserves the absolute and unconditional right to revoke, reclaim, reassign, modify, or reject any marketplace name (slug) at any time, for any reason or no reason, at our sole discretion, without notice, compensation, or liability. Reasons for revocation may include, but are not limited to: inactivity, trademark or intellectual property conflicts, names that are misleading or confusing, names reserved for platform or promotional use, names associated with violations of these Terms, or any other reason we deem appropriate. You have no ownership right, property interest, or entitlement to any marketplace name.

Cirkle may enforce platform-wide community standards and remove, restrict, suspend, or permanently delete any marketplace that violates these Terms, regardless of the Owner's own rules.

Cirkle supports two types of posts: listings (items offered for sale or trade) and classifieds (services, announcements, wanted ads, and other non-item posts). When you create a listing or classified on Cirkle, you represent and warrant that:

• You have the legal right to offer the item, service, or opportunity described.
• The listing or classified is accurate, not misleading, and complies with all applicable laws and regulations.
• Any item offered is not stolen, counterfeit, hazardous, or otherwise prohibited.
• You will honor the terms of any agreement you make with another user.

Cirkle does not inspect, authenticate, or appraise items listed on the Platform, nor does it verify the legitimacy of services or opportunities posted in classifieds. We make no representations about the quality, safety, legality, or accuracy of any listing or classified. Buyers, sellers, and respondents interact at their own risk and are solely responsible for conducting due diligence.

You are responsible for complying with all applicable tax obligations related to transactions conducted through or facilitated by the Platform.

The following items, services, and categories are strictly prohibited from being listed, advertised, offered, sold, traded, or promoted on Cirkle — whether through a listing or a classified. This list is not exhaustive — Cirkle Labs reserves the right to remove any listing or classified we deem inappropriate, unsafe, or illegal at our sole discretion.

Illegal Items and Activities:

• Any item or service whose sale, possession, distribution, or use violates any applicable local, state, federal, or international law.
• Stolen, misappropriated, or embezzled property of any kind.
• Items obtained through fraud, deception, or illegal means.
• Goods that violate import/export restrictions, trade sanctions, or embargoes.

Weapons and Dangerous Items:

• Firearms, ammunition, firearm parts, and firearm accessories.
• Explosives, incendiary devices, and detonation materials.
• Knives, swords, and bladed weapons regulated by law.
• Brass knuckles, tasers, stun guns, pepper spray (where restricted), and other regulated weapons.
• 3D-printed weapons or weapon components, weapon blueprints, or instructions for manufacturing weapons.

Controlled Substances and Regulated Goods:

• Illegal drugs, narcotics, and controlled substances of any kind.
• Drug paraphernalia.
• Prescription medications and pharmaceutical products (unless authorized by law).
• Tobacco, nicotine, and vaping products.
• Alcohol (unless the seller is licensed and sale is permitted by applicable law).
• Cannabis and cannabis-derived products (regardless of local legality).

Counterfeit and Infringing Goods:

• Counterfeit, fake, replica, or knockoff products of any kind.
• Items bearing unauthorized trademarks, logos, or branding.
• Pirated software, media, games, music, films, or digital content.
• Items that infringe any copyright, patent, trademark, trade secret, or other intellectual property right.
• Unauthorized copies of copyrighted works, including books, art, photographs, and designs.

Hateful, Violent, and Extremist Content:

• Items promoting terrorism, violent extremism, or terrorist organizations.
• Content or items promoting hatred, violence, or discrimination based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, age, or any other protected characteristic.
• Nazi memorabilia, white supremacist materials, or symbols of hate groups.
• Items glorifying mass violence, genocide, or war crimes.
• Propaganda materials for terrorist or extremist organizations.

Exploitative and Harmful Content:

• Child sexual abuse material (CSAM) or any content exploiting minors in any way.
• Non-consensual intimate images or "revenge porn."
• Human trafficking or forced labor-related goods or services.
• Items related to sexual exploitation of any person.
• Content that promotes self-harm or suicide.

Hazardous and Regulated Materials:

• Hazardous chemicals, toxic substances, and radioactive materials.
• Recalled products or items subject to safety bans.
• Pesticides, herbicides, and restricted agricultural chemicals.
• Asbestos-containing materials.
• Medical devices requiring regulatory approval (unless properly authorized).

Living Things and Human Remains:

• Live animals of any kind.
• Endangered or protected species, or products derived from them (ivory, fur from protected species, etc.).
• Human remains, body parts, organs, bodily fluids, or tissue.
• Items made from human remains.

Fraudulent and Deceptive Listings and Classifieds:

• Listings or classifieds with intentionally false, misleading, or deceptive descriptions.
• "Bait-and-switch" listings where the item delivered differs from what was advertised.
• Empty or placeholder listings or classifieds used for spam, advertising, or manipulation.
• Listings for items the seller does not actually possess or have the right to sell.
• Classifieds advertising services that the poster cannot or does not intend to provide.
• Pyramid schemes, multi-level marketing schemes, or Ponzi schemes.

Financial and Identity Items:

• Stolen or forged financial instruments (checks, money orders, credit cards).
• Cryptocurrency wallets, private keys, or accounts (unless explicitly permitted).
• Fake identification documents, passports, licenses, or government-issued credentials.
• Social security numbers, bank account details, or other personal financial data.
• Gift cards obtained through fraud or theft.

Other Prohibited Items:

• Surveillance equipment designed for illegal wiretapping or eavesdropping.
• Lock-picking tools and devices (where restricted by law).
• Government or law enforcement uniforms, badges, or insignia (unless clearly marked as costume/replica).
• Lottery tickets, gambling devices, or items facilitating illegal gambling.
• Items subject to product recalls that have not been remedied.
• Services that violate these Terms (e.g., account selling, hacking services).

This list may be updated at any time. When in doubt, do not post it. If you are unsure whether an item, service, or classified is permitted, contact us before posting.

In addition to the prohibited items listed above, you agree not to engage in the following conduct on or through Cirkle:

• Violate any applicable local, state, federal, or international law, regulation, or third-party right.
• Engage in fraud, scams, phishing, social engineering, or any form of deception.
• Harass, threaten, bully, stalk, intimidate, or abuse other users.
• Post content that is defamatory, libelous, obscene, pornographic, or sexually explicit.
• Promote violence, terrorism, self-harm, or any illegal activity.
• Discriminate against users based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, age, or any other protected characteristic.
• Distribute malware, viruses, worms, trojans, ransomware, or any code designed to interfere with the Platform or its users.
• Scrape, crawl, spider, or use automated means to access, index, or collect data from the Platform without written permission.
• Circumvent access controls, security measures, authentication systems, or rate limits.
• Create fake accounts, multiple accounts, impersonate others, or misrepresent your identity or affiliation.
• Use the Platform for spam, unsolicited advertising, chain letters, or promotional schemes.
• Interfere with or disrupt the integrity, performance, or availability of the Platform.
• Attempt to reverse-engineer, decompile, disassemble, or derive source code from any part of the Platform.
• Use Cirkle to collect, harvest, or store personal information of other users without their consent.
• Facilitate, encourage, or instruct others to violate these Terms.

We may investigate suspected violations and take any action we deem appropriate, including but not limited to removing content, issuing warnings, suspending or terminating accounts, and reporting conduct to law enforcement authorities.

Cirkle Labs takes violations of these Terms seriously. We are committed to maintaining a safe, legal, and trustworthy platform.

Reporting: If you become aware of any listing, classified, content, or conduct that violates these Terms or applicable law, you may report it through the Platform's reporting tools or by contacting us at support@heycirkle.com. We encourage all users to report prohibited content promptly.

Investigation and Removal: Upon receiving a report or otherwise becoming aware of potentially violating content, we may, at our sole discretion:

• Immediately remove or disable access to the reported content.
• Suspend or terminate the account of the user who posted the content.
• Suspend or terminate the marketplace where the content was posted.
• Preserve relevant data and records for investigative purposes.

Marketplace Owner Accountability: If prohibited content is found within a marketplace, both the individual poster and the marketplace Owner may be held accountable. Marketplace Owners who fail to moderate their marketplaces, who knowingly permit prohibited listings or classifieds, or who facilitate illegal activity through their marketplace may face immediate account termination, permanent ban from the Platform, and referral to law enforcement.

User Data Disclosure: When we remove content or take action for violations involving illegal activity, we may disclose relevant user information — including but not limited to account details, IP addresses, device information, listing and classified history, and communication records — to law enforcement authorities, government agencies, or other parties as required or permitted by law.

No Obligation to Monitor: While we reserve the right to review and remove content, we are not obligated to monitor all content on the Platform. The responsibility for compliance rests with individual users and marketplace Owners.

Cirkle Labs cooperates fully with law enforcement agencies, regulatory authorities, and government bodies in the investigation of suspected illegal activity conducted on or through the Platform.

We will comply with valid legal process, including but not limited to subpoenas, court orders, search warrants, preservation requests, and national security letters, to the extent required by applicable law.

In response to lawful requests, or where we have a good-faith belief that disclosure is necessary to prevent imminent harm, protect safety, prevent fraud, or address illegal activity, we may disclose:

• Account registration information (name, email, phone number, date of registration).
• Profile information and marketplace ownership details.
• Listing and classified content, photos, descriptions, and pricing information.
• IP addresses, device identifiers, browser information, and access logs.
• Communication metadata and, where legally required, message content.
• Transaction and interaction history on the Platform.
• Any other information stored in connection with your use of Cirkle.

We may also proactively report suspected illegal activity — including but not limited to child exploitation, terrorism, fraud, trafficking, and threats of violence — to the appropriate authorities without prior notice to the user.

We reserve the right to preserve account data and content indefinitely when we believe it may be relevant to an ongoing or anticipated legal proceeding or law enforcement investigation, notwithstanding any other data retention or deletion policies.

Nothing in these Terms limits Cirkle Labs's ability to cooperate with law enforcement or comply with legal obligations.

Cirkle offers AI-powered features, including but not limited to automated listing and classified generation from photos, smart pricing suggestions, URL-based listing import, and AI profile photo generation (collectively, "AI Features").

AI-generated content — including titles, descriptions, categories, tags, condition assessments, and pricing — is provided as a suggestion only. You acknowledge and agree that:

• AI-generated content may contain errors, inaccuracies, or omissions.
• Pricing suggestions are estimates based on publicly available data and do not constitute an appraisal, valuation, or guarantee of market value.
• You are solely responsible for reviewing, editing, and approving all AI-generated content before publishing.
• Cirkle is not liable for any loss, dispute, or claim arising from reliance on AI-generated content.

By publishing an AI-generated listing or classified, you accept full responsibility for its accuracy and legal compliance, as if you had written it entirely yourself.

"User Content" means any text, images, photos, listings, classifieds, marketplace descriptions, messages, reviews, or other material that you submit, post, or transmit through Cirkle.

You retain ownership of your User Content. By submitting User Content to Cirkle, you grant Cirkle Labs a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, modify, adapt, publish, display, and distribute your User Content solely for the purpose of operating, improving, and promoting the Platform. This license continues for as long as your User Content remains on the Platform and for a reasonable period thereafter to allow for removal from backups and caches.

You represent and warrant that you own or have all necessary rights, licenses, and permissions to submit your User Content, and that it does not violate any third party's intellectual property, privacy, or other rights.

We do not pre-screen User Content but reserve the right to remove or disable access to any User Content that we believe, in our sole discretion, violates these Terms or applicable law.

The Cirkle platform — including its name, logo, software, design, text, graphics, and all other original content — is owned by or licensed to Cirkle Labs, LLC and is protected by copyright, trademark, and other intellectual property laws. You may not use our trademarks, service marks, or branding without prior written consent.

If you believe that content on Cirkle infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act (DMCA) to our designated agent at the contact address below. Your notice must include:

• Identification of the copyrighted work claimed to be infringed.
• Identification of the allegedly infringing material and its location on the Platform.
• Your contact information (name, address, email, phone).
• A statement that you have a good-faith belief the use is not authorized.
• A statement, under penalty of perjury, that the information is accurate and that you are the copyright owner or authorized to act on their behalf.
• Your physical or electronic signature.

We will respond to valid DMCA notices in accordance with applicable law and may remove or disable access to the allegedly infringing content.

Cirkle may integrate with or link to third-party services, websites, or platforms, including authentication providers, analytics services, AI providers, and, if offered, mobile app stores. These third-party services are governed by their own terms and privacy policies, which we do not control.

If Cirkle offers mobile applications, your use of those applications may also be subject to the terms of the applicable app store, such as the Apple App Store or Google Play Store. We are not responsible for the availability, accuracy, or content of any third-party service.

Cirkle may use third-party AI models and services to power AI Features. We do not guarantee the availability, accuracy, or continuity of these services.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CIRKLE AND THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CIRKLE LABS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT:

• THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
• ANY DEFECTS WILL BE CORRECTED.
• THE PLATFORM OR ANY CONTENT IS FREE OF VIRUSES OR HARMFUL COMPONENTS.
• ANY USER CONTENT, LISTING, CLASSIFIED, OR AI-GENERATED CONTENT IS ACCURATE, COMPLETE, OR RELIABLE.
• ANY TRANSACTION BETWEEN USERS WILL BE COMPLETED SATISFACTORILY.

YOU USE THE PLATFORM AND ENGAGE IN TRANSACTIONS WITH OTHER USERS ENTIRELY AT YOUR OWN RISK.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRKLE LABS, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, PERSONAL INJURY, OR PROPERTY DAMAGE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, ANY TRANSACTION OR INTERACTION BETWEEN USERS, OR ANY CONTENT ON THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO CIRKLE LABS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You agree to indemnify, defend, and hold harmless Cirkle Labs, LLC, its officers, directors, members, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or access to the Platform.
• Your User Content.
• Any transaction or interaction you have with another user.
• Your violation of these Terms or any applicable law.
• Your violation of any third party's rights, including intellectual property, privacy, or contractual rights.

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Cirkle Labs agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform ("Dispute") will be resolved through binding individual arbitration, except that either party may seek injunctive or equitable relief in court for intellectual property infringement or misuse.

Arbitration Rules: Arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures, or by another mutually agreed arbitration provider. The arbitration will take place in Los Angeles County, California, unless you and we agree otherwise. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: YOU AND CIRKLE LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.

Opt-Out: You may opt out of this arbitration agreement by sending written notice to support@heycirkle.com within thirty (30) days of first accepting these Terms. Your notice must include your name, account email, and a clear statement that you wish to opt out of arbitration.

Severability of Arbitration: If the class action waiver is found to be unenforceable, then the entirety of this arbitration section shall be null and void, and the Dispute shall be resolved in court under Section 20.

We may suspend, restrict, or terminate your account or access to Cirkle at any time, with or without notice, if we reasonably believe that:

• You have violated these Terms.
• Your conduct creates legal exposure or risk for Cirkle Labs, other users, or third parties.
• Your account has been inactive for an extended period.
• Continued provision of the Platform to you is no longer commercially viable.

You may stop using Cirkle and close your account at any time through your account settings or by contacting us.

Upon termination, your right to use the Platform ceases immediately. We may, but are not obligated to, delete your User Content and account data following termination, subject to our data retention practices described in our Privacy Policy. Sections of these Terms that by their nature should survive termination will survive, including but not limited to Sections 8, 15, 16, 17, 18, and 20.

These Terms and any Dispute arising out of or related to them or the Platform shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict-of-law principles.

To the extent that litigation is permitted under these Terms (including if you validly opt out of arbitration), you and Cirkle Labs consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and waive any objection to venue or inconvenient forum.

Entire Agreement: These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Cirkle Labs regarding the Platform and supersede all prior or contemporaneous agreements, understandings, or representations.

Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by Cirkle Labs.

Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

Notices: We may provide notices to you via email, in-app notification, or by posting on the Platform. You are responsible for keeping your email address current. Notices to us must be sent to support@heycirkle.com.

Force Majeure: We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, pandemics, war, terrorism, labor disputes, government actions, or internet or infrastructure failures.

We may revise these Terms at any time by posting the updated version on the Platform with a new effective date. For material changes, we will make reasonable efforts to notify you in advance — for example, by email, in-app notification, or a prominent notice on the Platform.

Your continued use of Cirkle after the updated Terms take effect constitutes your acceptance of the revised Terms. If you do not agree with the changes, you must stop using the Platform and close your account.