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Terms of Service

Version 1.0-placeholder · Effective date: September 23, 2026 · Last updated: September 23, 2026

Legal review status: Pending counsel review

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Introduction

Effective Date: September 23, 2026 Last Updated: September 23, 2026 Welcome to Circlo. These Terms of Service (“Terms”) govern your access to and use of the Circlo website, applications, marketplace, software, artificial intelligence features, communication tools, payment services, and related services (collectively, the “Platform” or “Services”). Circlo is operated by [LEGAL ENTITY NAME], a Delaware corporation (“Circlo,” “Company,” “we,” “us,” or “our”). By creating an account, accessing the Platform, purchasing a subscription, participating in the marketplace, accepting a campaign, communicating with another user, or otherwise using the Services, you agree to be legally bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Services. Circlo is a technology platform designed to connect brands, creators, agencies, and other commercial participants for collaboration, marketing, content creation, campaigns, and related business opportunities. Circlo may provide tools that allow users to: create professional profiles; discover brands, creators, campaigns, and opportunities; search and filter users according to characteristics such as location, niche, audience, platform, and other information; communicate with other users; create, manage, and participate in campaigns; negotiate or accept collaboration terms; make or receive payments; use artificial intelligence (“AI”) tools; generate recommendations, matching results, campaign ideas, outreach drafts, scores, summaries, and other AI-assisted content; use automated workflows and notifications; manage subscriptions and usage-based services; and access analytics and business intelligence. Circlo is a technology platform and marketplace. Unless expressly stated otherwise, Circlo is not a party to contracts between brands and creators and does not guarantee that a particular collaboration, campaign, transaction, result, audience, engagement level, revenue amount, or business relationship will occur. Users are responsible for independently evaluating the people, businesses, opportunities, claims, content, and information they encounter through the Platform. These Terms establish the rights and responsibilities of Circlo and its users.

Eligibility

You must satisfy the following requirements to use Circlo: 1.1 Minimum Age You must be at least 18 years old, or the minimum legal age required to enter into binding contracts in your jurisdiction, whichever is higher. By using Circlo, you represent that you satisfy this requirement. 1.2 Legal Capacity You must have the legal capacity to enter into contracts. If you are using Circlo on behalf of a company, agency, organization, or other legal entity, you represent and warrant that: you are authorized to act on behalf of that entity; you have authority to bind the entity to these Terms; and the entity agrees to these Terms. 1.3 Business Users If you use Circlo for commercial purposes, you are responsible for complying with all laws applicable to your business activities, including laws relating to advertising, consumer protection, taxation, employment, intellectual property, privacy, marketing, disclosure, and contractual obligations. 1.4 Geographic Restrictions Circlo may be accessed internationally. However, certain features, payment methods, financial services, or marketplace functions may not be available in every country. You are responsible for determining whether your use of Circlo is lawful in your jurisdiction. Circlo may restrict access to particular Services or countries where required for legal, regulatory, security, operational, or risk-management reasons.

Account Responsibilities

2.1 Account Creation Certain features require you to create an account. You agree to provide accurate, current, and complete information when creating and maintaining your account. This may include: name; email address; company information; location; country; professional information; social media information; payment information; tax information; business registration information; and other information reasonably necessary to provide the Services. 2.2 Accurate Information You must not: impersonate another person or organization; create an account using false information; misrepresent your business; falsely claim affiliations; use another person's identity without authorization; create misleading creator or brand profiles; or intentionally provide materially inaccurate information. 2.3 Account Security You are responsible for maintaining the confidentiality and security of your login credentials. You must notify Circlo promptly if you believe that: your password has been compromised; your account has been accessed without authorization; your authentication credentials have been stolen; or suspicious activity has occurred on your account. You are responsible for activity conducted through your account unless the activity resulted from circumstances outside your reasonable control and you promptly notified Circlo. 2.4 One Account Unless Circlo expressly permits otherwise, you may maintain only one primary account for each user identity or business. Circlo may permit users to create additional team members, workspaces, or business profiles under paid plans. 2.5 Account Ownership You may not sell, rent, lease, transfer, or otherwise provide your Circlo account to another person without Circlo's written permission.

User Conduct

You agree to use Circlo lawfully, honestly, and responsibly. You must not use Circlo to: violate any applicable law or regulation; commit fraud, deception, or financial misconduct; impersonate another person or business; harass, threaten, stalk, or abuse another user; discriminate unlawfully against another person; distribute malware, viruses, or malicious code; attempt to gain unauthorized access to Circlo systems; interfere with the operation of the Platform; circumvent security measures; reverse engineer the Platform except where prohibited by applicable law; scrape, harvest, copy, or systematically extract Platform data without authorization; use automated systems to overload or abuse the Platform; send spam or unsolicited bulk communications; manipulate reviews, ratings, engagement statistics, or campaign metrics; fabricate followers, views, engagement, audience demographics, or performance statistics; purchase or sell fake engagement; upload content that infringes another person's intellectual-property rights; upload unlawful or fraudulent material; use Circlo to facilitate illegal transactions; attempt to circumvent Circlo fees; conduct transactions designed specifically to avoid Circlo's marketplace or payment systems where doing so violates these Terms; use another user's confidential information without authorization; collect personal information from users for unauthorized purposes; use Circlo to build a competing database or marketplace through unauthorized extraction; interfere with another user's use of Circlo; manipulate Circlo's matching, recommendation, ranking, or AI systems; exploit technical vulnerabilities; test or probe Circlo systems without authorization; use Circlo to generate misleading advertising claims; use AI or automation features to engage in unlawful or abusive conduct; or assist another person in violating these Terms. Circlo may investigate suspected violations and take appropriate action, including content removal, feature restrictions, account suspension, account termination, payment restrictions, or referral to appropriate authorities where legally appropriate.

Marketplace Rules

Circlo provides technology that facilitates connections and transactions between brands, creators, agencies, and other users. 4.1 Independent Parties Unless expressly stated otherwise, brands and creators are independent parties. Circlo does not become: the employer of a creator; the employee of a brand; the agent of a creator; the agent of a brand; a partner in a user's business; a joint venture partner; or a guarantor of any transaction. 4.2 Marketplace Listings Users must ensure that information included in profiles, campaigns, offers, proposals, and listings is accurate and not materially misleading. Users must not advertise: nonexistent campaigns; nonexistent products; fake opportunities; guaranteed results that cannot reasonably be guaranteed; materially misleading compensation; unauthorized brand relationships; or services the user is not legally or practically capable of providing. 4.3 Collaboration Agreements Users are responsible for establishing the terms of their collaborations. Depending on the transaction, these terms may include: deliverables; deadlines; compensation; usage rights; licensing rights; exclusivity; revisions; cancellation; content approval; advertising disclosure; confidentiality; intellectual-property ownership; and applicable taxes. Circlo may provide tools or templates to help users organize these terms, but users remain responsible for reviewing and accepting the final agreement. 4.4 No Guaranteed Results Circlo does not guarantee: campaign performance; audience growth; sales; conversions; impressions; engagement; follower growth; creator quality; brand suitability; response rates; return on investment; campaign completion; or commercial success. AI recommendations, matching scores, rankings, analytics, and other Platform features should be treated as decision-support tools rather than guarantees. 4.5 Off-Platform Transactions Users must not intentionally use Circlo to identify another user and then circumvent Circlo's applicable marketplace fees or contractual mechanisms where doing so violates these Terms. Circlo may restrict accounts that systematically attempt to circumvent applicable fees or marketplace controls.

Payments

Circlo may offer paid subscriptions, usage-based features, marketplace transaction fees, AI usage charges, credits, and other paid Services. 5.1 Third-Party Payment Processing Payments may be processed by third-party payment providers, including Stripe and Stripe Connect. Stripe Connect is designed for platforms and marketplaces and can facilitate payments and payouts between a platform and connected accounts. Users may therefore be required to accept applicable Stripe terms and complete identity, business, tax, or verification requirements. Your use of payment services may therefore be subject to additional third-party terms. 5.2 Subscription Fees If you purchase a Circlo subscription, you agree to pay the price displayed at the time of purchase. Subscriptions may include: recurring monthly charges; recurring annual charges; usage allowances; AI allowances; additional usage charges; marketplace benefits; and other plan-specific features. 5.3 Automatic Renewal Unless otherwise stated, paid subscriptions may automatically renew for the applicable subscription period. Before subscribing, Circlo will provide applicable pricing, billing frequency, and cancellation information. You authorize Circlo and its payment processor to charge the applicable payment method for recurring fees and authorized additional charges. 5.4 Cancellation You may cancel a subscription through the applicable account or billing controls provided by Circlo. Cancellation generally prevents future renewal but does not automatically reverse charges already incurred. Where applicable law provides cancellation, refund, cooling-off, or other consumer rights, those rights remain unaffected. 5.5 Usage-Based Charges Certain Services may use usage-based billing. Examples may include: AI actions; AI credits; automated actions; additional outreach; premium matching; data processing; additional marketplace services; or other metered functionality. Where applicable, Circlo will disclose the applicable pricing before or during use. 5.6 Marketplace Fees Circlo may charge a marketplace or transaction fee for qualifying transactions. Unless otherwise displayed for a particular plan, transaction, or promotional offer, Circlo may charge a platform fee of up to 15% of the applicable transaction value. The exact applicable fee will be displayed to the relevant user before the transaction is finalized where reasonably practicable. 5.7 Taxes Users are responsible for taxes arising from their own activities, income, transactions, or business operations, except for taxes Circlo is legally required to collect and remit. Circlo may collect applicable sales, VAT, GST, or similar taxes where legally required. 5.8 Refunds Refund eligibility depends on the applicable product, subscription, transaction, promotional terms, and applicable law. Circlo may deny refunds for Services that have already been substantially consumed, used, delivered, or provided, except where applicable law requires otherwise. 5.9 Payment Disputes If you believe you were incorrectly charged, you should contact Circlo before initiating a payment dispute where reasonably possible. Nothing in these Terms prevents you from exercising rights provided by applicable payment laws or card-network rules.

Creator Responsibilities

Creators using Circlo are solely responsible for the accuracy and legality of their profiles, content, services, and representations. Creators agree to: provide accurate information about themselves; accurately represent their audience and performance metrics; disclose material relationships where required; deliver agreed content or services on time; comply with campaign requirements; obtain required permissions for third-party content; avoid infringing intellectual-property rights; comply with applicable advertising and endorsement laws; clearly disclose sponsored or compensated relationships when legally required; accurately represent products and services; avoid fraudulent engagement; maintain professional communication; comply with applicable tax obligations; and promptly communicate material problems affecting a collaboration. Creators must not artificially inflate: followers; views; likes; comments; shares; engagement; audience demographics; or other performance statistics. If a creator provides materially false information, Circlo may suspend or terminate the creator's account and may restrict payments where legally permitted.

Brand Responsibilities

Brands using Circlo are responsible for the legality and accuracy of their campaigns, offers, products, services, and instructions. Brands agree to: provide accurate campaign information; accurately describe compensation; provide agreed products or materials; provide creators with sufficient information to perform the work; respect creator rights; make payments according to agreed terms; comply with advertising and consumer-protection laws; avoid discriminatory or unlawful campaign requirements; obtain necessary rights for trademarks and marketing materials; not request creators to engage in unlawful conduct; accurately represent products and services; provide reasonable deadlines; communicate material changes to campaigns; and honor accepted agreements unless cancellation is permitted under the applicable terms. Brands must not require creators to make false or misleading claims about products, services, experiences, results, or personal experiences.

AI Usage

Circlo may provide artificial intelligence features powered by Circlo's systems and third-party AI providers. These features may include: creator and brand matching; recommendations; campaign suggestions; outreach drafting; content suggestions; audience analysis; profile analysis; campaign analysis; summaries; classification; scoring; forecasting; workflow assistance; conversational assistants; and other AI-powered functionality. 8.1 AI Is Decision Support AI-generated information is provided as decision-support information. AI output may be: inaccurate; incomplete; outdated; biased; inappropriate; misleading; inconsistent; or unsuitable for a particular business decision. You must independently review AI-generated information before relying upon it. 8.2 No Guaranteed Accuracy Circlo does not guarantee that AI-generated recommendations, scores, matches, predictions, classifications, or content are accurate. A higher matching score does not guarantee that a creator or brand will perform better than another user. 8.3 User Responsibility for Inputs You are responsible for ensuring that information you submit to AI systems is lawful and that you have the rights and permissions necessary to submit it. 8.4 AI-Generated Content Where legally permissible and subject to applicable third-party provider terms, you may use AI-generated output produced for you through Circlo. However, AI-generated content may not be unique. Similar or substantially similar output may be generated for other users. Third-party AI providers may have their own terms concerning input and output. For example, OpenAI's current business terms provide that customers retain rights in their input and own output, subject to the terms and limitations applicable to the service. 8.5 Human Review You remain responsible for reviewing AI-generated material before using it in: advertising; contracts; campaigns; communications; legal documents; financial decisions; employment decisions; public statements; or other consequential activities. 8.6 AI Misuse You must not use Circlo's AI systems to: generate unlawful content; impersonate individuals deceptively; conduct fraud; manipulate users; create malicious software; circumvent security systems; facilitate illegal activity; or violate another person's rights.

Automation Usage

Circlo may provide automation features that perform actions on your behalf. These may include: notifications; reminders; campaign workflows; outreach workflows; data synchronization; recommendations; scheduled actions; automated messages; and other business workflows. 9.1 Authorization When you enable an automation, you authorize Circlo to perform the specified actions according to the configuration you select. 9.2 User Responsibility You are responsible for reviewing automation settings and ensuring that they are appropriate for your intended use. 9.3 Automated Communications You are responsible for ensuring that automated communications comply with applicable laws, including marketing, privacy, anti-spam, advertising, and consumer-protection requirements. 9.4 Rate Limits Circlo may impose limits on automated actions to protect users, infrastructure, third-party services, and the integrity of the Platform. 9.5 No Guarantee Circlo does not guarantee that an automated action will: execute successfully; execute at a specific time; receive a response; produce a particular commercial outcome; or remain available indefinitely. Third-party API changes, outages, permissions, rate limits, authentication failures, or other technical circumstances may prevent automation from operating.

Intellectual Property

10.1 Circlo Property The Platform and its underlying technology are owned by or licensed to Circlo. This includes, to the extent protected by law: software; source code; object code; algorithms; interfaces; designs; logos; trademarks; service marks; visual elements; databases; documentation; product architecture; AI systems; proprietary workflows; analytics systems; matching technology; and other proprietary materials. Except for the limited rights expressly granted under these Terms, no ownership rights are transferred to you. 10.2 Limited License Subject to these Terms, Circlo grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose. 10.3 User Content You retain ownership of content you submit to Circlo, subject to the licenses necessary for Circlo to operate the Services. You grant Circlo a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, display, transmit, and otherwise use your content as reasonably necessary to: operate the Platform; provide Services; facilitate transactions; provide AI and analytics features; improve functionality; maintain security; prevent fraud and abuse; comply with law; and enforce these Terms. 10.4 Public Profiles If you choose to make profile information publicly available, you authorize Circlo to display that information to other users and visitors as part of the Platform. 10.5 Feedback If you provide suggestions, ideas, recommendations, or feedback regarding Circlo, you grant Circlo permission to use that feedback without compensation or obligation to you.

Limitation of Liability

To the maximum extent permitted by applicable law, Circlo and its directors, officers, employees, contractors, affiliates, licensors, service providers, and agents will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from or relating to your use of the Services. This includes, where legally permitted: lost profits; lost revenue; lost business opportunities; loss of goodwill; loss of data; business interruption; loss of anticipated savings; reputational damage; or consequential commercial losses. To the maximum extent permitted by applicable law, Circlo's aggregate liability arising from or relating to the Services will not exceed the greater of: the amount you paid to Circlo for the Services during the 12 months preceding the event giving rise to the claim; or US$100. This limitation does not apply where prohibited by applicable law, including where liability cannot legally be limited or excluded. Nothing in these Terms excludes or limits liability for fraud, intentional misconduct, or other liability that applicable law prohibits from being excluded or limited.

Warranty Disclaimer

To the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis. Circlo does not warrant that: the Platform will always be available; the Platform will be uninterrupted; the Platform will be error-free; information will always be accurate; AI output will always be accurate; recommendations will produce particular results; matches will be suitable; users will behave honestly; marketplace transactions will be completed; creators will perform their obligations; brands will perform their obligations; campaigns will achieve specific results; third-party integrations will remain available; or the Services will satisfy every particular business requirement. You acknowledge that internet-based services and third-party technologies involve technical risks and dependencies outside Circlo's control. Where applicable law provides mandatory warranties or rights that cannot be excluded, those warranties and rights remain applicable.

Suspension & Termination

14.1 Termination by You You may stop using Circlo at any time. You may also request deletion of your account in accordance with Circlo's applicable account-deletion procedures and Privacy Policy. 14.2 Termination by Circlo Circlo may suspend or terminate your account if: you violate these Terms; you violate applicable law; you engage in fraud; you create a security risk; you abuse another user; you misuse payments; you attempt to circumvent fees; you provide materially false information; you infringe intellectual-property rights; you misuse AI or automation; you interfere with Platform security; you create unreasonable operational risk; or Circlo is legally required to do so. 14.3 Immediate Suspension Circlo may temporarily restrict an account while investigating suspected: fraud; payment abuse; security incidents; intellectual-property violations; unlawful activity; marketplace manipulation; or serious violations of these Terms. 14.4 Effect of Termination Following termination: your right to access the Platform may cease; unpaid amounts may remain due; contractual obligations that by their nature should survive termination will continue; intellectual-property provisions will continue; limitation-of-liability provisions will continue; dispute-resolution provisions will continue; and Circlo may retain information where legally required or reasonably necessary for legitimate business, security, legal, or compliance purposes. 14.5 Pending Transactions Where reasonably possible, Circlo may allow legitimate transactions already in progress to be completed after account suspension or termination. However, Circlo may restrict transactions where required for legal, security, fraud-prevention, payment, or compliance reasons.

Arbitration

To the maximum extent permitted by applicable law, disputes arising from or relating to these Terms or the Services will be resolved through binding arbitration rather than litigation in court, subject to the exceptions below. 15.1 Informal Resolution Before commencing arbitration, the parties should attempt in good faith to resolve the dispute informally. A party seeking to initiate a dispute should provide written notice describing: the nature of the dispute; the relevant facts; the requested resolution; and contact information for further communication. The parties should allow at least 30 days for informal resolution before initiating arbitration, unless applicable law requires a different procedure. 15.2 Individual Arbitration Except where prohibited by applicable law, arbitration will be conducted on an individual basis. To the extent permitted by law, users and Circlo waive the right to participate in a class, collective, representative, or consolidated proceeding concerning disputes covered by this arbitration provision. 15.3 Exceptions Nothing in this section prevents either party from: bringing an eligible claim in small claims court; seeking temporary or preliminary injunctive relief concerning intellectual property, confidentiality, security, or unauthorized access; exercising rights that cannot legally be waived; or pursuing any other remedy that applicable law requires to remain available. 15.4 Arbitration Procedure Unless otherwise required by applicable law, arbitration will be administered by a recognized arbitration provider under its applicable rules. The arbitration may be conducted remotely unless the arbitrator determines that an in-person proceeding is necessary. 15.5 Costs Arbitration fees and costs will be allocated according to the applicable arbitration rules and applicable law. Circlo will not require a consumer to pay arbitration costs to the extent prohibited by applicable law.

Governing Law

These Terms will be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles, except to the extent that mandatory laws of another jurisdiction apply. The use of Delaware law reflects Circlo's corporate organization and does not eliminate rights that cannot legally be waived under the laws applicable to a particular user. Nothing in this section is intended to deprive consumers of mandatory protections granted by the laws of their country, state, province, or jurisdiction where those protections cannot legally be waived. If a court or arbitrator determines that any portion of these Terms is unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

Contact Information

If you have questions about these Terms, need to report a violation, want to submit a copyright complaint, or need assistance concerning your account, you may contact Circlo through: Circlo [LEGAL ENTITY NAME] Email: legal@circlo.com Website: circlo.com For privacy-related requests, please refer to Circlo's Privacy Policy and use the privacy contact information provided there.

Additional Terms

Changes to These Terms Circlo may update these Terms from time to time. When changes are material, Circlo may provide notice through reasonable means, such as: posting the revised Terms; notifying users through email; displaying an in-product notice; or requiring users to accept updated Terms before continuing to use certain Services. The updated Terms will become effective on the date stated in the revised Terms. Your continued use of Circlo after the effective date constitutes acceptance of the updated Terms to the extent permitted by applicable law. Third-Party Services Circlo may integrate with third-party services, including payment processors, social-media platforms, cloud providers, analytics providers, communication providers, and AI providers. Third-party services may have their own terms and privacy policies. Circlo is not responsible for third-party services that it does not control. Force Majeure Circlo will not be responsible for delays or failures caused by circumstances outside its reasonable control, including: internet failures; telecommunications failures; cloud-provider outages; payment-provider outages; cyberattacks; natural disasters; war; terrorism; government action; labor disputes; infrastructure failures; power outages; or other events beyond Circlo's reasonable control. Entire Agreement These Terms, together with Circlo's Privacy Policy and any additional terms expressly incorporated into the Services, constitute the agreement between you and Circlo concerning your use of the Platform. Additional terms may apply to specific Services, including subscriptions, enterprise services, payment services, promotions, or specific marketplace programs. Severability If any provision of these Terms is determined to be invalid or unenforceable, that provision will be modified or limited to the minimum extent necessary to make it enforceable, where legally permissible. The remaining provisions will continue in effect. No Waiver If Circlo does not immediately enforce a provision of these Terms, that does not constitute a waiver of Circlo's right to enforce that provision later. Assignment You may not assign or transfer your rights or obligations under these Terms without Circlo's written consent. Circlo may assign these Terms in connection with a merger, acquisition, corporate restructuring, sale of assets, financing, or similar transaction. Electronic Communications You consent to receiving electronic communications from Circlo concerning: your account; transactions; payments; security; legal notices; service updates; campaign activity; and other operational matters. Electronic communications satisfy any legal requirement that such communications be provided in writing, where permitted by applicable law. By accessing or using Circlo, you acknowledge that you have read, understood, and agreed to these Terms of Service.