Terms of Service & User Agreement

1. Acceptance of Terms

By accessing or using the Circe et Venus platform, website, software, or any associated services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service ("Terms"). If you do not agree to these Terms in their entirety, you must immediately cease all access to and use of the Service.

These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Circe et Venus Inc. ("Company," "we," "us," or "our"). We reserve the right to update or modify these Terms at any time, with or without notice. Your continued use of the Service after any modification constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

These Terms apply to all users of the Service, including without limitation users who are creators, agencies, subscribers, browsers, and contributors of content.

2. Eligibility

To use the Service, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into binding contracts in your jurisdiction.
• You are not prohibited from accessing or using the Service under applicable laws, regulations, or court orders.
• All information you provide to us is accurate, current, and complete.
• Your use of the Service complies with all laws and regulations applicable to you.

The Company makes no representation that the Service is appropriate or available for use in any particular jurisdiction. Accessing the Service from territories where its contents or use is illegal is prohibited. You do so at your own risk and are solely responsible for compliance with local laws.

3. Account Registration & Security

To access certain features of the Service, you must create an account. You agree to:

• Provide accurate, truthful, and complete registration information.
• Maintain and promptly update your account information.
• Keep your password and login credentials strictly confidential.
• Notify us immediately of any unauthorized use of your account or breach of security.
• Accept responsibility for all activities that occur under your account, whether or not authorized by you.

The Company reserves the right to terminate, suspend, or refuse service to any account at any time and for any reason, including but not limited to violation of these Terms, without prior notice and without liability to you.

You are solely responsible for all activity that occurs under your account. The Company shall not be liable for any loss or damage arising from your failure to maintain the security of your account.

4. Description of Services

Circe et Venus provides a SaaS platform offering AI-powered tools for content creators and agencies, including but not limited to:

• Circe AI — retention analytics, fan engagement insights, and churn risk analysis.
• Venus AI — growth strategies, reputation monitoring, and attraction optimization.
• Aegis — leak detection and DMCA protection assistance.
• Cosmic Content Calendar — astrology-aligned content scheduling.
• Revenue analytics, fan segmentation, and messaging tools.

The Service is provided on an "as is" and "as available" basis. All features, pricing tiers, and offerings are subject to change at our sole discretion without notice.

The astrology-based features and content calendar recommendations are for entertainment and informational purposes only. The Company makes no representation that astrological data will improve content performance, engagement, or revenue.

5. Subscription, Billing & Payments

5.1 Subscription Plans

The Service is offered under various subscription tiers. Your subscription tier determines the features and usage limits available to you. The Company may modify, add, or remove subscription tiers at any time.

5.2 Billing & Auto-Renewal

Subscriptions are billed on a recurring basis (monthly or annually, as selected). By providing your payment information, you authorize the Company to charge your payment method for all fees incurred. Subscriptions automatically renew at the end of each billing period unless cancelled. It is your responsibility to cancel prior to renewal if you do not wish to continue.

5.3 No Refunds

All fees are non-refundable to the fullest extent permitted by applicable law. This includes but is not limited to partial-month cancellations, unused credits, feature changes, or dissatisfaction with results. The Company has no obligation to provide refunds or credits for any reason.

5.4 Price Changes

The Company reserves the right to change subscription pricing at any time. We will provide reasonable notice of material price changes; however, your continued use of the Service after the effective date of any price change constitutes your acceptance of the new pricing.

5.5 Taxes

You are solely responsible for all taxes, duties, and similar charges associated with your subscription and use of the Service.

6. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in compliance with these Terms. You are expressly prohibited from:

• Using the Service to transmit, distribute, or store material that violates applicable law, third-party rights, or these Terms.
• Uploading or distributing content that infringes any copyright, trademark, trade secret, patent, or other intellectual property right of any third party.
• Using the Service to harass, abuse, stalk, threaten, or harm any individual.
• Attempting to reverse-engineer, decompile, disassemble, or otherwise derive source code from the Service.
• Accessing or using the Service in ways designed to avoid incurring fees or circumvent usage limits.
• Using automated bots, scrapers, or similar tools to access the Service without our express written permission.
• Introducing malware, viruses, or any harmful code into the Service.
• Misrepresenting your identity or affiliation with any person or entity.
• Using the Service for any purpose that violates the terms of third-party platforms integrated with the Service.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without notice or refund, and may subject you to legal liability.

7. Intellectual Property

7.1 Company IP

The Service, including all software, algorithms, AI models, interfaces, designs, text, graphics, logos, and other content provided by the Company, is the exclusive property of Circe et Venus Inc. and its licensors, protected by copyright, trademark, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service beyond the limited license granted herein.

7.2 Limited License

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business or personal purposes. This license does not include the right to sublicense, resell, reproduce, or create derivative works of the Service.

7.3 User Content

You retain ownership of content you upload or submit to the Service ("User Content"). By submitting User Content, you grant the Company a worldwide, royalty-free, sublicensable license to use, reproduce, process, adapt, and display such content solely to the extent necessary to provide the Service. You represent and warrant that you own or have sufficient rights in all User Content you submit.

The Company assumes no responsibility or liability for User Content and shall not be liable for any loss or damage arising from or relating to any User Content.

8. DMCA Protection & Aegis Feature

The Aegis feature is designed to assist users in identifying potential unauthorized use of their content. However:

• Aegis is an automated monitoring tool and does not guarantee detection of all unauthorized uses of your content.
• The Company does not provide legal advice and is not a law firm. Aegis assistance does not constitute or substitute for legal counsel.
• The Company is not responsible for outcomes of any DMCA takedown process, including rejected notices or counter-notices.
• You are solely responsible for reviewing and approving any DMCA notices before submission.
• False or misrepresented DMCA notices may expose you to legal liability; the Company shall not be responsible for any such liability.

The Company expressly disclaims all liability for the effectiveness, accuracy, or outcomes of the Aegis DMCA protection feature.

9. AI-Generated Content & Recommendations

The Service incorporates artificial intelligence technologies to generate content recommendations, analytics insights, messaging suggestions, and other outputs ("AI Outputs"). You expressly acknowledge and agree that:

• AI Outputs are generated automatically and may be inaccurate, incomplete, biased, or unsuitable for your specific needs.
• AI Outputs do not constitute professional advice of any kind, including legal, financial, medical, or business advice.
• You are solely responsible for reviewing, approving, and taking responsibility for any AI Output before using it.
• The Company does not warrant that AI Outputs will achieve any particular result, engagement level, revenue outcome, or business objective.
• AI capabilities and outputs may change, degrade, or become unavailable without notice.

The Company expressly disclaims all liability for any harm, loss, or damages arising from your reliance on or use of AI Outputs.

10. Third-Party Platforms & Integrations

The Service may integrate with or link to third-party platforms, services, and websites ("Third-Party Services"), including but not limited to content monetization platforms, social media networks, and analytics providers. You acknowledge and agree that:

• The Company does not control and is not responsible for Third-Party Services.
• Your use of Third-Party Services is subject to their respective terms of service and privacy policies.
• The Company shall not be liable for any loss, damage, or harm arising from your use of or reliance on Third-Party Services.
• Integrations may be modified, suspended, or discontinued at any time without notice.
• The availability of a third-party integration does not constitute the Company's endorsement of that service.

You assume all risk associated with your use of Third-Party Services. The Company has no liability for the acts or omissions of any third party.

11. Disclaimers of Warranties

To the fullest extent permitted by applicable law, the Service is provided "as is" and "as available," without warranty of any kind. The Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to:

• Any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.
• Any warranty that the Service will meet your requirements or expectations.
• Any warranty that the Service will be uninterrupted, timely, secure, error-free, or free of viruses or harmful components.
• Any warranty that defects in the Service will be corrected.
• Any warranty regarding the accuracy, reliability, completeness, or timeliness of any content, data, or AI output.
• Any warranty that the Service will achieve any particular business result, revenue outcome, follower growth, or engagement metric.

No advice or information, whether oral or written, obtained by you from the Company or through the Service, will create any warranty not expressly stated in these Terms.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent such exclusions are not permitted, they shall apply to the maximum extent permitted by law.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• (A) In no event shall Circe et Venus Inc., its directors, officers, employees, agents, partners, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including but not limited to: loss of profits, revenue, data, goodwill, subscribers, reputation, business opportunities, or other intangible losses, arising out of or in connection with your use of or inability to use the Service, even if the Company has been advised of the possibility of such damages.
• (B) The Company's total cumulative liability to you for all claims arising out of or relating to these Terms or the Service — whether in contract, tort, strict liability, or any other legal theory — shall not exceed the greater of: (i) the total fees paid by you to the Company in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) one hundred Canadian dollars (CAD $100.00).
• (C) The foregoing limitations apply regardless of the form of action and even if a limited remedy is found to have failed of its essential purpose.

Some jurisdictions do not allow certain limitations of liability. Where such exclusions are not permitted by law, the Company's liability shall be limited to the maximum extent permitted.

13. Indemnification

You agree to indemnify, defend (at the Company's option), and hold harmless Circe et Venus Inc. and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of or access to the Service.
• Your violation of these Terms or any applicable law or regulation.
• Your User Content, including any claim that your content infringes any third-party right.
• Your interaction with any other user or third party through the Service.
• Your misrepresentation of any information provided to the Company.
• Any DMCA notice or takedown action initiated by you through the Aegis feature.

The Company reserves the right to assume exclusive control of any matter subject to indemnification by you, and you agree to cooperate fully with the Company's defense of such claims.

14. Data, Privacy & Security

Your use of the Service is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection, use, and sharing of your information as described in the Privacy Policy.

While the Company implements commercially reasonable security measures, no transmission over the internet or method of electronic storage is completely secure. The Company does not guarantee the absolute security of your data and shall not be liable for any unauthorized access, data breach, or data loss.

You are responsible for ensuring that any content you upload complies with applicable privacy laws, including laws governing the personal data of your fans and subscribers.

14.1 Data Privacy Compliance — GDPR and CCPA

Circe et Venus Inc. is committed to protecting the privacy of all users of this Service in accordance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") for users located in the European Economic Area or the United Kingdom, and the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.) and the California Privacy Rights Act of 2020 ("CCPA/CPRA") for users who are California residents.

GDPR Rights. If you are located in the EEA or UK, you have the right to: (i) access the personal data we hold about you; (ii) request correction of inaccurate personal data; (iii) request erasure of your personal data, subject to applicable legal obligations; (iv) object to or request restriction of certain processing activities; (v) request portability of your personal data in a structured, machine-readable format; and (vi) withdraw consent at any time where processing is based on consent, without affecting the lawfulness of prior processing. To exercise any of these rights, please contact us at the address provided in Section 20.6 (Notices). We will respond to verified requests within thirty (30) days, subject to any extensions permitted by applicable law. Where required, Circe et Venus Inc. acts as a data controller with respect to personal data collected directly from users, and as a data processor with respect to any personal data users provide relating to their own subscribers or audiences.

CCPA/CPRA Rights. If you are a California resident, you have the right to: (i) know what personal information we collect, use, disclose, or sell; (ii) request deletion of your personal information, subject to applicable exceptions; (iii) opt out of the sale or sharing of your personal information; (iv) correct inaccurate personal information we hold about you; and (v) limit the use and disclosure of sensitive personal information. Circe et Venus Inc. does not sell personal information as defined under the CCPA/CPRA. We do not discriminate against users who exercise their privacy rights. To submit a verifiable consumer request, please contact us at the address provided in Section 20.6 (Notices). We will respond within forty-five (45) days, with a possible extension of an additional forty-five (45) days where reasonably necessary.

General. Personal data collected through this Service is processed only for the purposes described in our Privacy Policy, which is incorporated by reference into these Terms. We implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or disclosure. We retain personal data only for as long as necessary to fulfill the purposes for which it was collected or as required by applicable law. Users who believe their data protection rights have been violated may lodge a complaint with the relevant supervisory authority in their jurisdiction.

15. Service Availability & Downtime

The Company does not guarantee that the Service will be available at any particular time or that it will be uninterrupted. We reserve the right to modify, suspend, or discontinue the Service (or any feature thereof) at any time, with or without notice, and without liability to you.

Scheduled or unscheduled maintenance, updates, and outages may affect the availability of the Service. The Company shall not be liable for any loss or damage resulting from such downtime, including any lost revenue, subscribers, or business opportunities.

16. Termination

The Company may suspend or terminate your account and access to the Service at any time, for any reason or no reason, with or without notice, and without liability to you. Reasons for termination may include, but are not limited to: violation of these Terms, non-payment, fraudulent activity, or requests from law enforcement.

Upon termination, your right to use the Service immediately ceases. The Company has no obligation to retain your data following termination and may permanently delete your account and associated data. Termination does not relieve you of any obligation to pay outstanding fees.

You may cancel your account at any time through the account settings page. Cancellation takes effect at the end of your current billing period; no refunds will be issued for unused time.

17. Governing Law & Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

17.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be submitted to good-faith negotiation between the parties. If the parties cannot resolve the dispute within thirty (30) days, the dispute shall be submitted to binding arbitration in Toronto, Ontario, in accordance with the Arbitration Act, 1991 (Ontario). The arbitration shall be conducted by a single arbitrator agreed upon by the parties, or failing agreement, appointed pursuant to the applicable rules.

17.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class action, consolidated, or representative action. You waive any right to participate in class-wide arbitration or litigation.

17.4 Time Limitation on Claims

Any cause of action or claim you may have arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently waived and barred.

18. Force Majeure

The Company shall not be liable for any delay or failure to perform its obligations under these Terms arising from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, pandemics, government actions, internet or infrastructure failures, cyberattacks, third-party service outages, or labor disputes.

19. Modifications to Terms

The Company reserves the right to modify these Terms at any time in its sole discretion. Material changes will be communicated via email or in-platform notification. The revised Terms will be posted on the website with an updated effective date. Your continued use of the Service after the effective date of any revision constitutes your binding acceptance of the modified Terms.

20. Miscellaneous

20.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable subscription order, constitute the entire agreement between you and the Company with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

20.3 No Waiver

The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

20.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without the Company's prior written consent. The Company may freely assign these Terms, including in connection with a merger, acquisition, or sale of assets.

20.5 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and the Company.

20.6 Notices

Notices from the Company may be provided by email, in-platform notifications, or posting to the website. Notices to the Company may be sent to: legal@circeetvenus.com. Privacy and data-protection requests may also be sent to admin@circeetvenus.com; see our Privacy Policy for how we handle personal data.

20.7 Language

The parties agree that these Terms and all related documents shall be drafted in the English language. Les parties ont convenu que les présentes conditions et tous les documents s'y rapportant soient rédigés en langue anglaise.