Terms and Conditions

Subscription Terms & Conditions | Effective Date 16/10/2025

1. Interpretation 

1. Definitions: 

Brand: a client of the Company that supplies Products or services (e.g. events)  in order for the Deliverables and Services of a Campaign to be carried out. 

Campaign: promotional work for a Brand. 

Campaign Plan: the promotion campaign form produced by the Company in respect of the Services, as agreed between the parties in writing from time to time. 

Deliverables: Promotional materials created by the Creator on behalf of the Company and their clients in accordance with the Instructions for a Campaign .  

Effective Date: date the Creator signing up to the subscription membership with the Company. 

Exclusivity Requirements: The Creator shall not, without the prior written consent of the Company, provide or seek to provide services similar to the Services for a Brand while a Campaign is in the application stage or during the Live Period of a Campaign.   

Instructions: the specifications and requirements required in the performance of the Services and Deliverables.   

Live Period: the time agreed for the Deliverables to remain shared on a social media platform after publication.  

Media: social media platform on which Deliverables can or have been published.  

Products: material sent to the Creator for the purposes of completing Deliverables.  

Services: the creation of Deliverables, amendment of the Deliverables by an agreed date and the sharing of Deliverables on social media at the date and time specified by the Company.  

Subscription Fee: £25 per calendar month in advance, or as otherwise amended by the Company and notified to the Creator from time to time.  

1. Term: the subscription period starting from the Effective Date until termination/cancellation as per clause 10. 

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2. Background  

1. The Agreement is between:  

1. “the Creator” – an individual or company who wishes to sign up for the Subscription with the Company in order to gain access to Campaign opportunities;  

2. “the Company” – WGY Academy Ltd of Unit 24 Colliery Close, Staveley, Chesterfield, England, S43 3QE, with Companies House number 15212141. 

2. This document describes the terms and conditions (T&Cs) upon which the Creator engages with the Company.  

3. The Creator enters into an agreement (Agreement) with the Company that incorporates these T&Cs, any applicable Campaign Plan, and any other applicable Company policies (including policies about Creator conduct) that may be in place from time to time when they e-sign the agreement form provided by the Company.  

4. Upon commencement of and subject to the terms of the Agreement, the Creator will gain immediate and full access to apply to Campaigns that are advertised through the Company’s online portal (Subscription).  

5. In consideration for the Subscription, the Creator authorises the Company to charge the Subscription Fee to their provided payment method until the Agreement is otherwise terminated. 

6. By entering into the Agreement, the Creator agrees to a minimum term of three months (Minimum Period). 

7. If the Creator is an ‘individual’ within the meaning of the Consumer Credit Act 2006 then they are entitled to a ‘cooling off’ period. A Creator falls within the definition of an ‘individual’ and is thereby entitled to a ‘cooling off’ period, if they are (1) a natural person ( i.e an individual) (2) a partnership consisting of two or three persons not all of whom are bodies corporate or (3) an unincorporated body of persons which does not consist entirely of bodies corporate and is not a partnership. The ‘cooling off’ period will entitle such a Creator to cancel their Subscription and release them from the terms of this agreement, provided such notification is received by the Company within 14 days from when they accept the terms of this Agreement and the Creator has not started to download or access the Company’s online portal as part of the Subscription. In those circumstances, the Creator will still be liable for the Subscription Fees for the Minimum Period.  

8. If a payment is not successfully processed, the Company is entitled to terminate the Creator’s Subscription and access to the Campaign opportunities if it is not rectified within 3 days of notification by the Company to the Creator.  

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3. Services and Deliverables  

1. The Creator is not guaranteed acceptance onto a Campaign, and whether or not a Creator will be accepted for a Campaign will be determined at the sole discretion of the Brand. The Creator agrees to provide any data, statistics or information requested by the Company to assist in the assessment of their suitability for the Campaign.  

2. In the event the Creator is accepted for a Campaign, upon the Company’s request, the Creator shall create the Deliverables and submit them to the Company for approval before publication (Draft Deliverables). The Creator commits to completing and delivering all agreed-upon Draft Deliverables as specified in the Instructions, including within any timescales. If the Creator fails to supply the Draft Deliverables in accordance with the Instructions or within the specified timescales, the Company reserves the right to remove the Creator from a Campaign and the Creator shall be liable for any costs incurred by the Company.  

3. Once the Draft Deliverables are approved by the Company, the Creator shall share them on the Media, in accordance with the Instructions, and for the duration of the Live Period.  

4. The Creator shall upon the Company’s request, provide anonymised information from the Media showing the following data for the Deliverables during the Live Period: post reach, engagement statistics (likes and shares) and click through rate. The Creator shall provide the first report within 7 days from the start of the Live Period and shall update it as reasonably requested by the Company. 

5. Any fees payable to the Creator for a Campaign will be clearly identified on the Company’s Campaign advertisement, and upon satisfactory completion of the Services and/or Deliverables the Company will arrange payment to the Creator within 60 days.  

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4. Creator's obligations 

1. The Creator agrees to: 

1. Perform the Services in a competent manner and to the best of their skill and ability and promptly comply with all the Company's reasonable instructions in connection with the Agreement and with the Company brand guidelines, as notified to the Creator from time to time. 

2. Not make any derogatory statement, create or publish content relating to the Company or any Brand affiliated with them as their client in public, online (including on the Media and any other social media), to the press or elsewhere. 

3. Keep content related to a Campaign on the relevant platform for the Live Period.  

4. Create the Deliverables and perform any other Services in accordance with the relevant Media platform's terms of use, the law, the CAP and BCAP advertising codes, the Competition and Markets Authority's guidance on social media endorsements and all other applicable regulatory guidance, as updated from time to time. Without limiting the foregoing, the Creator shall use an appropriate disclosure (such as #ad) in the Deliverables in a way that is clear and comprehensible before the consumer engages with the content. 

5. At the request of the Company, remove posts of the Deliverables and any posts which are derogatory of the Company or a Brand over which it has control both from the Media and any other media as soon as practicably possible. 

6. The Creator shall comply with the Exclusivity Requirements. 

7. If the Creator receives Products and is unable to complete the Deliverables and/or Services, they shall notify the Company as soon as is reasonably possible, and shall return the Products immediately in accordance with the Company’s instructions.  

2. The Creator agrees that a breach of this section would be considered a material breach of the Agreement and enable the Company to terminate the Agreement with immediate effect, and without any obligation to refund any pre-paid Subscription Fees. 

3. The Creator acknowledges that once they access the Company’s online portal as part of the Subscription, this would be considered requesting supply of their Subscription by the Company and their cancellation rights will be lost once the supply starts.  

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5. Non-solicitation of brands 

1. During the Subscription and for a period of 12 months after termination of the Agreement, the Creator agrees not to directly or indirectly contact, solicit or engage with any brand affiliated with or advertised through the Company without the Company’s prior written consent. 

2. All communications, queries and requests regarding any Campaign, whether currently advertised or not, or regarding the Brands affiliated with the Company must be with the Company directly and not with the Brands.   

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6. Intellectual property rights 

1. The Company agrees that all intellectual property rights in: 

1. all materials created by the Creator in providing the Services (including without limitation the Deliverables and any other photographs, audio-visual content, artwork, graphics, designs, performance and any other material protected by intellectual property rights) (Creator Materials); and 

2. the Company or the Brand’s pre-existing trademarks, service marks, logos, other materials connected with them  

shall vest in and remain the sole property of the Company at all times. 

2. The Company agrees that all intellectual property rights in the Creator's pre-existing trademarks, service marks, logos, other materials connected with the Creator's brand, names (including nicknames and stage names), biography, signature, image, voice and likeness (Creator Assets), shall vest in and remain the sole property of the Creator at all times. 

3. The Creator grants the Company, for the Term, a non-exclusive worldwide licence to use, and to authorise others to use, the Creator Materials and the Creator Assets for the purpose of promoting the Creator's association with, and provision of Services to, the Company including by using and promoting the Deliverables on the Company's own websites, social media pages and other marketing and publicity material in any medium in connection with the Campaign. The Creator acknowledges that the Company is not responsible for third parties' use of the Creator Materials and Creator Assets or for their removal from media outside its control after the expiry of the Term. 

4. The Company may provide or arrange for a Brand to provide materials to the Creator in connection with the Services (Company Materials). The Company grants the Creator, for the Term, a non-exclusive worldwide licence to use the Company Materials solely for the purpose of creating the Deliverables and performing the Services. Other than under this licence, the Creator shall not acquire any right in or title to the Company Materials. 

5. Any goodwill derived from the use of the Company Materials by the Creator shall accrue to the Company. The Company may, at any time, call for a document confirming the assignment of that goodwill and the Creator shall immediately execute it. 

6. Each party may during and after the Term use any Deliverables approved by the Company for posting on the Media for: its own internal archiving purposes; industry awards; (in the case of the Company) for training, investor communications and other internal and not primary advertising purposes; and (in the case of the Creator) to promote its Services to other potential clients in a section of its media accounts only accessible to potential clients.  

7. The Creator recognises that the Company has the unlimited right to edit, copy, alter, add to, take from, adapt and translate the Deliverables and dub them into one or more foreign languages and the Creator irrevocably and unconditionally waives the benefit of their moral rights arising under Parts I and II of the CDPA and performer's non-property rights arising under Part II of the CDPA and any similar laws of any jurisdiction in favour of the Company and all its licensees, sublicensees, assignees and successors in title of or to the rights in the Deliverables. 

8. The Creator shall not be liable under or in connection with this Agreement for any modifications, adaptations or amendments to any Deliverables made by Company or by a third party on the Company's behalf, nor for any fault, error, destruction or other degradation in the quality of the Deliverables which arises due to the acts or omissions of the Company. 

9. The terms of this clause 6 shall survive termination of this agreement for any reason. 

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7. Warranties and indemnities 

1. The Company warrants, represents and undertakes that: 

1. It has full power and authority to enter into the Agreement and that by doing so it will not be in breach of any obligation to or right of any third party. 

2. The Company Materials will not, when used in accordance with this agreement, infringe the intellectual property rights or other rights of any third party. 

3. It has, and shall maintain throughout the Term, product and public liability insurance against losses arising from any claims, actions or damages which may arise as a direct or indirect result of any use of the Company's products or services endorsed by the Creator. The Company agrees to provide the Creator with a copy of the policy on request. 

4. The Company Materials will comply with the relevant Media platform's terms of use, the law and the CAP and BCAP advertising codes and all applicable regulatory guidance, as updated from time to time and be accurate, truthful and complete in all material respects. 

5. It shall comply with the obligations applicable to advertisers and brands in the ISBA and IMTB Creator Marketing Code of Conduct in its dealing with the Creator, provided that this Agreement shall take precedence if it conflicts with such Code. 

2. The Company and the Creator anticipate that this Agreement shall not constitute an employment relationship. The Creator agrees to reimburse the Company (on an after-tax basis) any amounts the Company is required to pay to a tax authority in respect of income tax, national insurance contributions or any like taxes, together with interest and penalties thereon. 

3. The Creator warrants, represents and undertakes that: 

1. They have the legal capacity and are free contractually to enter into and to perform this agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent their doing so. 

2. To the best of their knowledge and belief, the Creator Assets and the Creator Materials (excluding the Company Materials) are wholly original and their use in accordance with this agreement will not infringe the intellectual property rights of any third party. 

3. To the best of their knowledge and belief, the Creator Assets and the Creator Materials (excluding the Company Materials) will not contain any defamatory matter, breach any contract, law or duty of confidentiality, infringe data protection rights or constitute contempt of court or obscenity. 

4. To the best of their knowledge and belief, the Creator Assets and the Creator Materials (excluding the Company Materials) will comply with the relevant Media platform's terms of use, the law, the CAP and BCAP advertising codes, the Competition and Markets Authority and CAP's most recent guidance on social media endorsements, and all other applicable regulatory guidance, as updated from time to time. 

5. To the best of their knowledge and belief, they have not used paid followers, bots or other forms of technology to artificially inflate their follower numbers or make their posts appear more popular. 

6. They shall not act in a manner that brings the Company or Brand in connection with the Company into disrepute. 

7. They shall complete the Services and Deliverables with reasonable care and skill in accordance with the deadline and other requirements set out in the Campaign requirements.  

8. They shall comply with the obligations applicable to Creators in the ISBA and IMTB Creator Marketing Code of Conduct in their dealings with the Company, provided that this agreement shall take precedence if it conflicts with such Code. 

4. The Creator shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by Company arising out of or in connection with any third-party claims or any action, adjudication or decision taken against Company by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of clause 7.3. 

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8. Dispute Resolution  

1. In the event of a dispute, concerns or breach of this agreement by the Company, the Creator must first write to the Company to amicably resolve the matters informally. 

2. The written dispute, concerns or breach should set out the nature of the matter, including any relevant facts and dates so they can be properly investigated. 

3. Both parties should engage with each other in good faith to attempt an amicable resolution.   

4. The Company will aim to respond within 30 days, after completing investigations, to confirm the outcome and notify the Creator of any further action that they intend to take to resolve any matters. 

9. Limitation of liability  

1. References to liability in this clause 9 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 

2. Nothing in this agreement shall limit any liability: 

1. under clause 7.4 (the Creator's indemnity) and Error! Bookmark not defined.Error! Reference source not found. (Company's indemnity); 

2. which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation; or 

3. for either party's deliberate default. 

3. Subject to clause 9.2 (uncapped liabilities): 

1. each party's total liability to the other shall not exceed £1,000.00

2. neither party shall have any liability to the other for: 

1. loss of profits or income; 

2. loss of sales or business; 

3. loss of agreements or contracts; 

4. loss of anticipated savings; 

5. loss of use or corruption of software, data or information; 

6. loss of or damage to goodwill; or 

7. indirect or consequential loss; and 

3. the Company shall have no liability for loss of publicity or loss of opportunity to enhance the Creator's reputation or opportunity to obtain any guaranteed Campaign collaboration.  

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10. Termination and cancellation of subscription  

1. Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if: 

1. The other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach immediately within 3 days after being notified in writing to do so. 

2. The other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 10.1(b). 

3. The other party suspends or ceases, or threatens to suspend or cease, carrying on business. 

4. The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation. 

5. Where there is no material breach, the Company reserves the right to terminate the agreement by writing to the Creator, providing 7 days’ notice. 

6. The Creator may terminate this agreement by providing 7 days advanced written notice to support@wegotyouagency.com.  

2. On termination or expiry of this agreement for any reason: 

1. Without prejudice to its rights of set-off, the Company shall, subject to receipt of appropriate invoices, pay the Creator sums due under this agreement up to the date of termination. 

2. The Creator shall, if requested by the Company, remove any and all posts of the Deliverables from the Media as soon as practicably possible. 

3. The Creator shall promptly deliver to the Company (or dispose of as directed by it) all materials and property belonging or relating to the Company and all copies of the same, to the extent that such materials are in the Creator’s possession or control and it is practicable to do so. 

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11. Confidentiality and data protection 

1. The Creator undertakes that it shall not at any time during or after the term of this agreement disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the Company, except as permitted by clause 11.2. 

2. The Creator may disclose the Company’s confidential information: 

1. To its employees, officers, representatives, agents or advisers who need to know such information for the purposes of exercising the Creator’s rights or carrying out its obligations under or in connection with this agreement. The Creator shall ensure that its employees, officers, representatives, agents or advisers to whom it discloses the Company’s confidential information comply with this clause 11. 

2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

3. By subscribing to access Campaign opportunities, the Creator agrees to their address being shared with external businesses and/or Brands from time to time for the purpose of receiving Products. Should this consent be withdrawn, the Creator agrees that this will mean the Company has the right to terminate the Agreement with immediate effect and they will not be entitled to receive any refunds of the Subscription Fee.  

4. Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements. 

5. If the Creator requires further information about the Company’s data protection policies, they may contact support@wegotyouagency.com  

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12. General  

1. Force majeure - Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. 

2. Assignment and other dealings -  neither party shall assign, novate, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party. 

3. Entire agreement – The Agreement constitutes the entire agreement between the parties. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement 

4. Variation -  No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

5. Waiver – A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy 

6. Severance – If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. 

7. Third party rights – Unless it expressly states otherwise, the Agreement does not give rise to any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 

8. Governing law – The Agreement, agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 

9. Jurisdiction – Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. 

Online Resources Terms & Conditions | Effective Date 16/10/2025

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TERMS AND CONDITIONS  

1. Where to find information about us and our products 

You can find everything you need to know about us, WGY Academy Ltd, and our products on our website before you order. We also confirm the key information to you in writing before or after you order, either by email, or in your online account. 

2. We only accept orders when we’ve checked them  

We contact you to confirm we've received payment for your order and we accept it when payment is made and we dispatch or supply the product.  

3. Sometimes we reject orders 

Sometimes we reject orders, for example, because we can't verify your age (where the product is age-restricted), because you are located outside the UK or because the product was mispriced by us. When this happens, we let you know as soon as possible and refund any sums you have paid. 

4. We charge you when you order 

However, for some products we take payment at regular intervals, as explained to you during the order process 

5. We pass on increases in VAT 

If the rate of VAT changes between your order date and the date we supply the product, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect. 

6. We're not responsible for delays outside our control 

If our supply of your product is delayed by an event outside our control, we contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we won't compensate you for the delay, but if the delay is likely to be substantial you can contact our Customer Service Team: support@wegotyouagency.com to end the contract and receive a refund for any products you have paid for in advance, but not received. 

It is your responsibility to ensure that you have the necessary software or applications required to open and use the product (for example, PDF Reader, Google Sheets, Microsoft Word, etc).  

7. If you bought online, you have a legal right to change your mind  

Your legal right to change your mind. For some products bought online, you have 14 days after the date we confirm your order to change your mind about a purchase, but: 

1. You lose the right to cancel any service, when it's been completed (and you must pay for any services provided up the time you cancel). This includes instantaneous access to our digital resources as they are delivered to you immediately.  
2. You lose the right to cancel your purchase of any digital product, when you start to download or stream it. 

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8. You can end an on-going contract (find out how) 

We tell you when and how you can end an on-going contract with us (for example, for regular services or a subscription to digital content) during the order process. If you have any questions, please contact our Customer Service Team: support@wegotyouagency.com. 

9. You have rights if there is something wrong with your product 

If you think there is something wrong with your product, you must contact our Customer Service Team: support@wegotyouagency.com. Your legal rights are summarised below. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.citizensadvice.org.uk. 

10. Summary of your key legal rights 

If your product is digital content, for example downloadable resources, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality: 

1. If your digital content is faulty, you're entitled to a repair or a replacement. 
2. If the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back. 
3. If you can show the fault has damaged your device and we haven't used reasonable care and skill, you may be entitled to a repair or compensation 
4. If your product is services, for example Strategy Calls, the Consumer Rights Act 2015 says: 
5. You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it. 
6. If a price hasn't been agreed upfront, what you're asked to pay must be reasonable. 
7. If a time hasn't been agreed upfront, it must be carried out within a reasonable time. 

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11. We can change products and these terms 

We can always change a product: 

1. to reflect changes in relevant laws and regulatory requirements; 
2. to make minor technical adjustments and improvements, for example to address a security threat. These are changes that don't affect your use of the product; and 
3. to update digital content, provided that the digital content always matches the description of it that we provided to you before you bought it. We might ask you to install these updates. 

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12. We can suspend supply (and you have rights if we do) 

We can suspend the supply of a product. We do this to: 

1. deal with technical problems or make minor technical changes; 
2. update the product to reflect changes in relevant laws and regulatory requirements; or 
3. make changes to the product. 

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13. We can end our contract with you 

We can end our contract with you for a product and claim any compensation due to us (including enforcement costs) if: 

1. you don't make any payment to us when it's due and you still don't make payment within 14 days of our reminding you that payment is due; 
2. you don't, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the product.  

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14. We don't compensate you for all losses caused by us or our products 

We're not responsible for losses you suffer caused by us breaking this contract if the loss is: 

• Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable). 

• Caused by a delaying event outside our control. As long as we have taken the steps  set out in the section.  

• Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us. 

To the extent that you use a product for the purposes of your trade, business, craft or profession then, save in respect of any liability which cannot legally be limited, our total liability to you for all losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to what you paid for the product and all claims for loss of profit or indirect or consequential loss are wholly excluded. 

15. We use your personal data as set out in our Privacy Notice 

How we use any personal data you give us is set out in our Privacy Notice: privacy 

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16. You have several options for resolving disputes with us 

Our complaints policy. Our Customer Service Team: support@wegotyouagency.com  will do their best to resolve any problems you have with us or our products.  

You can go to court. These terms are governed by English law and wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in. 

17. Other important terms apply to our contract 

We can transfer our contract with you, so that a different organisation is responsible for supplying your product. We'll tell you in writing if this happens and we'll ensure that the transfer won't affect your rights under the contract. 

Intellectual Property. All intellectual property (including, but not limited to, content designs, materials, etc) remains our property and your order does not constitute a transfer of  

Nobody else has any rights under this contract. This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it. 

If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply. 

Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you're not allowed to, but that doesn’t mean we can't do it later. 

Circle App Terms & Conditions | Effective Date 16/10/2025

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Updated Terms can be found at: https://circle.so/terms

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These Terms of Service (these “Terms”) are a binding contract between you and CircleCo, Inc. (“we”, “us”, “our”, or “Circle”). The Terms apply to your access to, and your use of our website at https://circle.so (our “Website”), our mobile applications (our “App”) and our other online products or services that link to these Terms (collectively, the “Services”) through our Website or App. Notwithstanding the foregoing, if you have been presented through the Services, and agreed to, separate Community Terms governing a Community (each as defined in Section 6.4 below), then such terms will govern with respect to your access to and use of such Community only.

PLEASE READ THESE TERMS CAREFULLY.

BY ACCEPTING THESE TERMS, EITHER BY CLICKING “I ACCEPT,” OR BY OTHERWISE ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE OR CONSENT TO BE BOUND BY THESE TERMS EITHER (A) ON BEHALF OF YOURSELF AS AN INDIVIDUAL, OR (B) IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF AN ENTITY, ORGANIZATION, OR COMPANY, ON BEHALF OF SUCH ENTITY, ORGANIZATION OR COMPANY FOR WHICH YOU ACT, AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ORGANIZATION OR COMPANY TO THESE TERMS. IF YOU ARE NOT ELIGIBLE OR IF YOU DO NOT AGREE WITH OR CONSENT TO BEING BOUND BY ANY OF THE TERMS, YOU ARE NOT AUTHORIZED TO USE OUR SERVICES. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THE PROCESSING OF YOUR PERSONAL INFORMATION IN CONNECTION WITH THE SERVICES IN ACCORDANCE WITH OUR PRIVACY POLICY (AVAILABLE AT HTTPS://CIRCLE.SO/PRIVACY), WHICH IS HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS.

ARBITRATION NOTICE. YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AS DESCRIBED IN SECTION 12 (DISPUTE RESOLUTION; BINDING ARBITRATION) AND UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS PROVIDED THEREIN, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTIONS OR PROCEEDINGS. ADDITIONALLY, YOU AND CIRCLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

As provided in greater detail in these Terms (and without limiting the express language of these Terms), you acknowledge the following:

• each component of our Services is licensed, not sold, to you, and you may use the Services only as set forth in these Terms;
• the use of the Services may be subject to separate third-party terms of service and fees, including, without limitation, Community Terms and terms of service and fees from your mobile network operator, including fees charged for data usage and overage, which are solely your responsibility;
• you consent to the collection, use, and disclosure of your personal information in accordance with our Privacy Policy (available at https://circle.so/privacy);
• the Services are provided “as is” without warranties of any kind and our liability to you is limited;
• disputes arising under these Terms will be resolved by binding arbitration, as described below; and
• if you are using our App on an iOS-based device, you agree to and acknowledge Section 1 (Notice Regarding Apple) below.

1.

Notice regarding Apple. You acknowledge that these Terms are between you and Circle only, not with Apple, and Apple is not responsible for any App or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any App. In the event of any failure of any App to conform to any applicable warranty, then you may notify Apple and request that Apple refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to any App. Apple is not responsible for addressing any claims by you or any third party relating to any App or your possession and/or use of any App, including, but not limited to: (i) product liability claims; (ii) any claim that any App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that any App or your possession and use of any App infringes that third party’s intellectual property rights. You will comply with any applicable third-party terms, when using any App. Apple, and Apple’s subsidiaries, are third-party beneficiaries of this section of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this section of these Terms against you as a third-party beneficiary of these Terms.

You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. If Circle provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail.

2.

LICENSES

2.1.

License to Services. Circle hereby grants you a personal, non-exclusive, non-transferable, limited license to: (a) use the Services in accordance with these Terms; and (b) download and install an instance of the App onto your mobile device. You are not allowed to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information obtained directly from the Services. Further, you may not reproduce any part of the Services and any such violation with respect to the Services will terminate the license(s) granted herein.

2.2.

Your Content; Usage Data. You hereby grant Circle a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, fully transferable, irrevocable (except with respect to personal information to the extent required by applicable law) license and right to collect, access, use, derive, disclose, generate, transfer, transmit, store, host, or otherwise process (“Process”) data, information, and other content and materials (including, but not limited to, text, messages, audio content, video, images, or other works) submitted to the Service, or stored or otherwise Processed by the Service in connection with your use thereof (“Your Content”) together with data concerning use or performance of the Service (“Usage Data”): (a) during any period in which you access or use the Service (including pursuant to an agreement between you and the creator of a Community), for the purpose of exercising Circle’s rights and performing its obligations under these Terms and any agreement with the creator of that Community (including, without limitation, to provide the Service) and (b) in perpetuity, in a form that does not identify you as the source thereof and does not otherwise constitute personal information, to develop and improve Circle’s products and services and for all other lawful business practices, such as analytics, benchmarking, and reports.

2.3.

Disclaimer. You are solely responsible for ensuring that use of the Service to store and transmit Your Content is in compliance with all applicable laws and regulations. Circle is under no obligation to edit or control Your Content that you post or publish, and will not be in any way responsible or liable for the foregoing. Circle may, however, at any time and without prior notice, screen, remove, edit, or block any of Your Content that violate these Terms or that are otherwise objectionable in Circle’s sole judgment.

3.

Eligibility. You must be at least 18 years of age to use our Services or have the consent of a parent or legal guardian. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age or you are at least 13 years old and have obtained verifiable consent from a parent or legal guardian to join the Community; (b) you have not previously been suspended or removed from our Services; and (c) your registration and your use of the Services complies with all applicable laws and regulations.

4.

OWNERSHIP; TRADEMARKS; SUBMISSIONS; OPERATION OF THE SERVICE

4.1.

Ownership. The Services as well as any materials provided, contained in or made available for use in connection with the Services (collectively, the “Circle Materials”) are protected by law, including, but not limited to United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. All rights, title and interest (including all copyrights, trademarks and other intellectual property rights) in the Services and the Circle Materials, including any and all names, designs, graphics, data, images, pictures, logos and icons on the Services and the Circle Materials belong to Circle or its third-party licensors. The compilation of all content, including the look and feel of the Services, is the exclusive property of Circle. Except as may be expressly provided herein, nothing contained in these Terms or elsewhere shall be construed as Circle conferring any license or right, by implication, estoppels or otherwise, under copyright, trademark or other intellectual property rights, to the Services or any of the Circle Materials to you. You may not, without the permission of Circle, “mirror” any of the Circle Materials on any other server. Any unauthorized use of any of the Circle Materials may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes, and subject you to civil and criminal prosecution.

4.2.

Trademarks. The trademarks, service marks, and logos, including but not limited to Circle’s name, logo, and all related names, logos, and service names, service marks, designs, and slogans (the “Trademarks”) used and displayed on the Services (including the Circle Materials) are registered and unregistered Trademarks of Circle or others. Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services (including the Circle Materials), without the written permission of the Trademark owner. Circle’s Trademarks may not be used in any way without prior, written permission of Circle. Circle prohibits use of Circle’s name or Trademarks as a “hot” link to any website unless Circle first approves the establishment of such a link writing.

4.3.

Submissions. All submissions, suggestions, ideas, and other feedback regarding the Services (the “Submission”), except your personal information, communicated to Circle including through the Services, is and shall become the sole and exclusive property of Circle. Circle is not required to treat any Submissions as confidential, and will not incur any liability as a result of any similarities that may appear in future Circle endeavors. Circle will have exclusive ownership of all present and future existing rights, including all commercial rights, to the Submission of every kind and nature in perpetuity throughout the universe, without acknowledgment or compensation to you. You acknowledge that you are responsible for whatever material you submit, and that you, not Circle, have full responsibility for the Submission, including its legality, reliability, appropriateness, novelty, and copyright. Circle has the right but not the obligation to monitor and edit or remove any activity or content in accordance with our Privacy Policy (available at https://circle.so/privacy). Circle takes no responsibility and assumes no liability for any content posted by you or any third party.

4.4.

Operation of the Service. The Services are controlled and operated by Circle from its offices within the United States. Circle makes no representation that any of the Services or Circle Materials are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose and access any of the Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

5.

User Conduct. As a specific condition of your use of any of the Services, you explicitly agree not to, and not to permit any third party to: (a) use any of the Services for any purpose that is unlawful or prohibited by these Terms; (b) intentionally submit or transmit inaccurate information through the Services; (c) impersonate or pretend to be anyone else while using the Services; (d) use the Services in any way that could damage, disable, overburden, or impair any of the Services, or interfere with anyone else’s use of any of the Services; (e) attempt to gain unauthorized access to Circle computer systems or networks connected to Circle, through hacking, password mining or any other means; (f) attempt to reverse engineer any portion of any of the Services or attempt to infringe the intellectual property rights of others in any way; (g) obtain or attempt to obtain any materials or information through any means not intentionally made available through any of the Services; (h) attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access; (i) introduce any malicious or technologically harmful material into our Services; (j) develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services; and (k) use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

6.

THIRD-PARTY SOFTWARE; THIRD-PARTY CONTENT; THIRD-PARTY MATERIALS; COMMUNITY TERMS

6.1.

Third-Party Software. The software you download in connection with the App may consist of a package of components, including certain third-party software provided under separate license terms. Your use of the third-party software in conjunction with the App in a manner consistent with the terms of these Terms is permitted, however, you may have broader rights under the applicable third-party terms and nothing in these Terms is intended to impose further restrictions on your use of the third-party software.

6.2.

Third-Party Content. The Services may contain links to or from third-party websites. Circle has no control over the content or privacy policies of third-party websites that you may link to from the Services or their advertisers. If you visit a linked website, be aware that the third party operating any such website may have access to any information you submit via that website. Circle is not responsible for any third party’s failure to establish or abide by its or our Privacy Policy. Check the privacy policy for each website that you visit prior to submitting any personal information. Links to third-party websites do not imply endorsement of the websites by Circle.

6.3.

Third-Party Materials. You understand that by using the Services, you may encounter data, information, applications, materials, and other content from third parties (collectively, “Third-Party Materials”), and data, information, applications, materials and other content from Circle, that may contain errors, be offensive, indecent, or objectionable. You use the Services, and rely upon any Third-Party Materials, at your sole risk. Circle will not have any liability to you for any Third-Party Materials may be found to be offensive, indecent, or that are inaccurate, incomplete, untimely, invalid, illegal, indecent, of poor quality, or otherwise objectionable.

6.4.

Community Terms. Part of the Service includes enabling certain third parties to form communities (each, a “Community”), and to make these Communities available to others on the Service. In order to access any Community, you must first agree to that Community’s terms and conditions and privacy notices (“Community Terms”). By participating in any such Community or by accepting the Community Terms, you thereby signify that you have read and agree to such Community Terms.

6.5.

Child Sexual Abuse and Exploitation. We prohibit any sexual content or suggestive content, and predatory or inappropriate behavior involving minors (i.e. users under 18 years old) or someone who appears to be a minor. This includes sharing, offering, or asking for child exploitation content, including child sexual abuse material (CSAM). If you are unsure about a piece of content involving a minor, do not share it. To report sexual, suggestive, or inappropriate behavior minors, you can use the in-line report feature on the website or app. When child sexual exploitation content is identified, the violative content is removed as soon as possible and the related account is banned. If we confirm the presence of CSAM, we take the steps required by law to preserve and refer the relevant content to appropriate authorities. In the United States, federal law requires that U.S.-based electronic service providers report instances of apparent CSAM to the National Center for Missing and Exploited Children (NCMEC). NCMEC coordinates reports with global law enforcement agencies in over 120 countries through its partner organization, the International Center for Missing and Exploited Children.

7.

Revision Date, Modifications; Suspensions and Terminations. These Terms are effective and were last updated as of the revision date at the beginning of these Terms. At any time, Circle may revise these Terms at our sole discretion. If we make changes, we will post the revised Terms, and update the revision date above. We may, but are not required to, notify you by sending an email notification to the address associated with your account or providing notice through our Services. Revisions are effective and binding when posted on the Services. Any continued use of any of the Services following any revision means you agree to the revisions. Circle expressly reserves the right to terminate or discontinue any of the Services at any time and for any reason, with or without notice to you.

8.

DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended) (“DMCA”) and the Services are subject to our DMCA policy located at https://circle.so/dmca. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify us in accordance with that policy.

9.

Disclaimers. THE SERVICES, CIRCLE MATERIALS, AND ALL CONTENT THEREIN ARE PROVIDED BY CIRCLE ON AN “AS AVAILABLE” AND “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES AND CIRCLE MATERIALS ARE FREE OF ERRORS; (B) DEFECTS WILL BE CORRECTED; (C) THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) INFORMATION COMMUNICATED THROUGH THE SERVICES ARE ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO, RELIANCE ON, AND USE OF THE SERVICES OR ANY CONTENT THEREIN IS AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR DATA. WITHOUT LIMITING THE FOREGOING, WE MAKES NO REPRESENTATION OR WARRANTY AS TO THE QUALITY, RELIABILITY, COMPLETENESS, ACCURACY, TIMELINESS, AVAILABILITY, SECURITY OR FUNCTIONALITY OF THE SERVICES OR ANY CONTENT THEREON. WE WILL NOT BE LIABLE FOR ANY HARM TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR LOSS OF DATA, THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT, OR FOR THE DELETION OF, OR THE FAILURE TO STORE. CIRCLE MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. THE SERVICES MAY NOT BE CONTINUOUSLY AVAILABLE DUE TO MAINTENANCE OR REPAIRS OR DUE TO COMPUTER PROBLEMS OR CRASHES, DISRUPTION IN INTERNET SERVICE OR OTHER UNFORESEEN CIRCUMSTANCES. THE SERVICES AND ASSOCIATED CONTENT ARE INTENDED FOR USE AND DISPLAY ONLY WHERE ITS USE AND DISPLAY ARE PERMISSIBLE IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS.

CIRCLE DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS ON OR FROM ANY OF THE SERVICES AND CONTENT THEREIN, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD-PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE SITES OR MATERIALS PROVIDED, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS CONTAINED THEREIN, (C) THE UNAVAILABILITY OF ANY OF THE SERVICES OR ANY PORTION THEREOF, (D) YOUR USE OF ANY OF THE SERVICES, OR (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH ANY OF THE SERVICES.

ANY DEALINGS WITH ANY THIRD PARTIES (INCLUDING ADVERTISERS AND/OR SPONSORS) APPEARING ON THE SITES OR MATERIALS PROVIDED OR MADE AVAILABLE IN CONNECTION WITH PARTICIPATION IN ANY OFFERINGS AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH ACTIVITIES ARE SOLELY BETWEEN YOU AND SUCH ADVERTISER OR OTHER THIRD PARTIES. WE ARE NOT RESPONSIBLE FOR EXAMINING OR EVALUATING, AND WE DO NOT WARRANT THE OFFERINGS OF, ANY OF THESE BUSINESSES OR INDIVIDUALS OR THE CONTENT OF THEIR WEBSITES. CIRCLE DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE ACTIONS AND CONTENT OF ALL THESE AND ANY OTHER THIRD PARTIES. YOU SHOULD CAREFULLY REVIEW THEIR PRIVACY STATEMENTS OR POLICIES AND OTHER TERMS OR CONDITIONS OF USE OR SERVICE. CIRCLE IS NOT RESPONSIBLE OR LIABLE TO ANY PARTY WHO PARTICIPATES IN ANY SUCH DEALINGS.

WE ATTEMPT TO DISPLAY THE MATERIALS AND INFORMATION YOU VIEW ON THE SERVICES AS ACCURATELY AS POSSIBLE. BUT WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

10.

Limitation of Liability. EXCEPT AS PROVIDED IN SECTIONS 12.5 (COMMENCING ARBITRATION) AND 12.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CIRCLE OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, MEMBERS, SHAREHOLDERS, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THE SERVICES. CIRCLE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY USE OF (OR INABILITY TO USE) THE SERVICE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF FORSEEABLE, WILL NOT EXCEED US$100. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELATION OR TERMINATION OF YOUR ACCOUNT. CERTAIN APPLICABLE LAWS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11.

Disputes with Third Parties. CIRCLE IS NOT AFFILIATED WITH ANY THIRD-PARTY SERVICES ACCESSED OR MADE AVAILABLE ON THE SERVICE OR ANY THIRD PARTY USING THE SERVICE, INCLUDING OTHER USERS. ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY SERVICES OR OTHER THIRD PARTY USING THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY COMMUNITY OR A CREATOR OR USER OF A COMMUNITY, IS DIRECTLY BETWEEN YOU AND THAT THIRD PARTY. YOU IRREVOCABLY RELEASE CIRCLE FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THOSE DISPUTES. YOU WILL TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS, PARTICULARLY IF YOU MEET OFFLINE OR IN PERSON. YOU ASSUME ALL RISK WHEN ENGAGING THE SERVICES OF ANY OTHER USER AND IN CONNECTION WITH USING THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY RISKS ASSOCIATED WITH SHARING CONFIDENTIAL INFORMATION WITH ANY OTHER USER. IN SUCH INSTANCE, YOU AGREE TO HOLD CIRCLE HARMLESS AND RELEASE CIRCLE FROM ANY ASSOCIATED CLAIMS.

12.

DISPUTE RESOLUTION; BINDING ARBITRATION

12.1.

Generally. Except as described in Section 12.2 (Exceptions) and 12.3 (Opt-Out), you and Circle agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CIRCLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

12.2.

Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

12.3.

Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 12 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to CircleCo, Inc., Attention: Legal Department – Arbitration Opt-Out, 228 Park Ave S. PMB 52933 New York, NY 10003[A3] that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Circle receives your Opt-Out Notice, this Section 12 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 13 (Governing Law and Venue). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

12.4.

Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267 or by contacting Circle.

12.5.

Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Circle’s address for notice is: CircleCo, Inc., 228 Park Ave S. PMB 52933 New York, NY 10003. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Circle may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Circle will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Circle has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

12.6.

Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Circle must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

12.7.

Arbitration Relief. Except as provided in Section 12.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Circle before an arbitrator was selected, Circle will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

12.8.

No Class Actions. YOU AND CIRCLE 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 OR REPRESENTATIVE PROCEEDING. Further, unless both you and Circle agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

12.9.

Modifications to this Arbitration Provision. If Circle makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Circle’s address for Notice of Arbitration, in which case your account with Circle will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

12.10.

Enforceability. If Section 12.8 (No Class Actions) or the entirety of this Section 12 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Circle receives an Opt-Out Notice from you, then the entirety of this Section 12 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 13 (Governing Law and Venue) will govern any action arising out of or related to these Terms.

13.

Governing Law and Venue. These Terms, your access to and use of the Services, and any claim or dispute you may bring against Circle, its affiliates, subsidiaries, parent companies, members, shareholders, agents and assigns, shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in the State of New York, and Kings County.

14.

Termination. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

15.

Severability. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

16.

Assignment. These Terms, including any rights and licenses under these Terms, may not be transferred or assigned by you in whole or in part, by operation of law or otherwise, without the prior written consent of Circle. If Circle sells its assets to or is acquired by another company, or if it merges with another company, you, by using the Services, authorize Circle to assign these Terms and the information you provided to Circle or that Circle collected while you used the Services in connection with such sale or merger.

17.

Consent to Electronic Communication. By using the Services, you consent to receiving electronic communications from us regarding your use of the Services, or for operational and informational purposes. You also agree that by using the Services, you affirmatively consent to Circle using electronic records or your digital signature to satisfy any statute, regulation, or rule of law requiring that such information be provided in writing and that you have not withdrawn such consent.

18.

General. These Terms constitute the entire agreement between you and Circle relating to your access to and use of the Services. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Circle’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. These Terms are not intended to confer third-party beneficiary rights upon any other person or entity.

If you have any questions, comments or concerns about the Terms, you may contact us using the information provided below:

CircleCo, Inc.
228 Park Ave S.
PMB 52933
New York, NY 10003
legal@circle.so

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