RedCircle General Terms of Service
Last Updated: May 1st, 2026
Company Information
RedCircle Technologies, Inc.
2093 Philadelphia Pike, #4216
Claymont, DE 19703
Please read these General Terms of Service carefully before using the Platform. These Terms of Service describe your rights, responsibilities, and obligations, and form a legally binding agreement between you and us, regarding your use of the Platform. If, for any reason, you are unable or unwilling to agree to any provision of these Terms of Service, you may not use, or you should immediately discontinue your use of, the Platform. Your use, or continued use, of the Platform means you agree to all of the terms and conditions that are described or referred to herein.
1. Overview
Unless otherwise expressly stated herein, these general terms of service (these “ Terms of Service”) represent a legally binding agreement between RedCircle Technologies, Inc., for itself and on behalf of its parent, subsidiary, and affiliate entities (collectively, “ Company”, “ we”, “ us”, or “ our”), and each visitor, user, customer, or creator (each, a “ user,” and specifically you, “ you” or “ your”) of our owned and operated website, https://redcircle.com, and our other affiliated websites, subdomains, mobile versions, applications (including mobile applications), and online media under our operation and control, as well as all technology infrastructure, application programming interfaces (APIs), advertising delivery systems, and any other technical services operated by or on behalf of Company in connection with the foregoing, whether accessed directly by users or invoked by third-party platforms, hosting services, or distribution channels on a user's behalf (collectively, the “ Platform”). The word “ use” or “ using” means any time a user, directly or indirectly, accesses, visits, browses, interacts with, displays, views, prints, copies, transmits, publishes, receives, or exchanges data, messages, content, material, or information, or a user otherwise communicates with us or anyone else, including, without limitation, another user, Partner, or any other person, company, or entity such user may encounter on or through the Platform (to the extent facilitated by the Platform’s Services [defined herein]), or utilizes, benefits, takes advantage of, or interacts with, any Services made available on or through the Platform, or any Platform Content (defined herein), for any purpose, whether attempted or actual.
By using the Platform, you acknowledge and agree that (i) you have read and understand the legal agreement you have with us, including these Terms of Service, the Privacy Policy, and the Content Policy and any other applicable terms and conditions or policies that are linked to or referenced herein, or that we otherwise disclose or notify to you when you use or attempt to use the Platform or certain Services, including, without limitation the Monetization Service Master Terms any Advertiser Master Services Agreement, or Insertion Order, as applicable to you (collectively, the “ Additional Terms”), which Additional Terms are expressly incorporated by reference herein and made part of your legal agreement with Company; (ii) unless you immediately stop using the Platform, you will be signifying your agreement to be legally bound by, and to comply with, all of the terms and conditions that apply to you under these Terms of Service, the Privacy Policy, and the Additional Terms, as applicable; and (iii) you are at least thirteen (13) years old; provided, if you are between the age of thirteen (13) and eighteen (18) (or the applicable “age of majority” in your jurisdiction, if different), you represent and warrant to Company that your parent or legal guardian has reviewed and agreed to these Terms of Service on your behalf and consents to your use of the Platform. As set forth in the Privacy Policy, we do not knowingly collect, share, or sell Personal Information (as defined in the Privacy Policy) from persons younger than the age of thirteen (13). For users between the age of thirteen (13) and eighteen (18) (or the applicable “age of majority” in a particular user’s jurisdiction, if different), we may collect, share, or sell Personal Information only with the affirmative consent of such users, or, where required by Applicable Law (defined herein), with the consent of a parent or legal guardian of such users.
Capitalized terms used in these Terms of Service but not otherwise defined herein will have the respective meanings assigned to such terms in the Privacy Policy or the Additional Terms, as the case may be. In the event of any conflict between the terms of these Terms of Service or the Privacy Policy or any Additional Terms, the terms of the Privacy Policy or the Additional Terms will govern and control solely to the extent of such conflict and solely with respect to the applicable Services that are the subject of the conflict.
As used herein, our “ Partners” refers to our suppliers, vendors, sponsors, advertisers, and other promotional and advertising partners, operational service providers, licensors, licensees, agents, representatives, successors, and assigns, and each of their respective parent, subsidiary, and affiliate entities.
2. Important Notice Regarding Arbitrarion
By using the Platform or any of the Services, you are agreeing, with limited exception, to resolve any disputes between you and Company through binding individual arbitration rather than in court. Please carefully review the section titled “Dispute Resolution” for details regarding arbitration and the procedure to opt out of arbitration, should you choose to do so.
3. Changes to Terms and Services
We reserve the right, at any time, and for any reason in our sole and absolute discretion, to add to, delete, and/or modify, change, amend, or otherwise update (collectively, “ Update”) any or all of the terms and conditions contained in these Terms of Service or any Additional Terms, and to Update any of the Services and/or Platform Content made available on or through the Platform, including, without limitation, via the release of new versions of the Platform. We display the effective date of these Terms of Service at the top of this page, indicated by the “Last Updated” legend. Unless otherwise indicated, any Update to these Terms of Service or Additional Terms will apply immediately upon posting them to the Platform. If you use, or continue using, the affected Platform or Services after any Update becomes effective, then, except as otherwise expressly provided in the Section titled “Effect of Changes on Arbitration,” it means you are agreeing to be bound by the changes to these Terms of Service and Additional Terms, as the case may be. You should check on a regular and frequent basis and review the terms and conditions contained in these Terms of Service and the Additional Terms that apply to you, so you are aware of the current rights, responsibilities, and obligations that apply to you. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. Updates to any Services will be subject to these Terms of Service and any Additional Terms that we release that may be applicable to such Updates.
4. Accessing the Platform
You are solely responsible for obtaining and maintaining the data network access necessary to access and use the Platform. Your mobile network’s data and messaging rates and fees may apply if you access or use the Platform from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and Services and any Updates thereto. Your use of the Platform may vary in functionality, availability, and quality depending on the type of device and/or operating system that you use, and Company accepts no responsibility for any lack of functionality that is due to your equipment (including your device, internet connection, operating system, or settings and software). We do not guarantee that the Platform, or any portion thereof, will function on any particular hardware or device. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. We will not be liable for any outages to the Platform or Services that may occur, for whatever reason. We reserve the right to modify, revise, or remove the Services we provide, including the Platform, or to restrict access to some parts of the Platform or Services, in our sole discretion without notice to you.
5. Platform Testing
From time to time, we may test various aspects of the Platform, including the user interfaces, service levels, and features and functionalities associated therewith, and we reserve the right to include or exclude you from these tests in our sole discretion and without notice to you.
6. User Privacy and our Privacy Policy
We respect your right to privacy. By accessing and using the Platform, you agree to be bound by the terms of our Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, and disclosure of your Personal Information.
7. User Accounts; Account Information
You must create a user account via the Platform (each, an “ Account”) to access and/or use certain tools, products, services, features, functionalities, promotions, and/or offerings made available on or through the Platform (collectively, the “ Services”), including, without limitation, certain User Content (defined herein) hosting and analytics Services and dynamic advertisement insertion and cross promotional Services. When you register an Account with us, you must provide us with complete, accurate, and up-to-date information (including, without limitation, certain Personal Information) as requested when registering an Account, and thereafter, as and when requested by Company from time to time (including, without limitation, additional fields of Account Information that Company may request or require), which requests will be promptly completed, or as otherwise required to keep such information complete, accurate, and up-to-date (collectively, “ Account Information”). You agree not to create an Account using a “bot” or any other form of automated fake profile creation, or to re-create any new or additional Account in the event your original Account is suspended or terminated in accordance with these Terms of Service. When you create your Account, we may send you an email or other communication to verify that you are the Account registrant and that the Account Information belongs to you. By providing Company with any Account Information, you grant to us, our Partners (as applicable), and all other persons, companies, and other entities involved in the operation of the Platform, the right to use, store, monitor, retrieve, and transmit such Account Information for and in connection with the operation of the Platform and as otherwise contemplated herein and in the Privacy Policy. You acknowledge, consent, and agree that we may access, preserve, and disclose your Account Information and your User Content if required to do so by Applicable Law, or if we believe in good faith that such access, preservation, or disclosure is reasonably necessary or helpful to (i) comply with legal processes; (ii) enforce these Terms of Service, including, without limitation, investigations of potential violations thereof; (iii) detect, prevent, or otherwise address fraud or security issues; (iv) respond to any Claim (defined herein) that your Account or User Content violates the rights of third parties; (v) provide certain customized Services of the Platform to you, if any; (vi) respond if you contact us for any reason; or (vii) protect the rights, property, or personal safety of Company, any one or more of our Partners, other users, and the public.
You may not disclose your Account Information to any other person that you do not intend to have full access to your Account, and you will notify us immediately upon discovery of any unauthorized use of your Account or unauthorized disclosure of your Account Information. You acknowledge and agree that you are solely responsible and liable for all activities that occur under your Account, whether or not you have knowledge of such activities. You further agree not to knowingly login to an Account or otherwise use Account Information of any other person without authorization. Company is not responsible for any loss or damage as a result of someone else using your Account or Account Information with or without your knowledge.
We reserve the right to immediately suspend or terminate your Account, for any reason in our sole discretion and without prior notice to you, including, without limitation, if you violate these Terms of Service or any Additional Terms. Without limitation of any other actions or other remedies available to us under Applicable Law or as otherwise set forth in these Terms of Service with respect to Accounts terminated by us for any type of abuse, including, without limitation, a violation of these Terms of Service or any Additional Terms, such terminated Accounts may not be reactivated unless we agree to reactivate such Account in our sole and absolute discretion.
8. Company Communications
By creating an Account or otherwise providing us with your email address, you hereby affirmatively consent to the use of your email address to receive certain Service announcements and other administrative, customer support, and/or promotional notifications from us or our Partners (collectively, “ Automatic Communications”), or we may give you the option to select and receive certain notifications from us based on topics you may be interested in (collectively, “ Voluntary Communications”). You will always have the option to unsubscribe from Voluntary Communications and promotional Automatic Communications. For more details, see the section of the Privacy Policy entitled “Opt-Out of our Mailings.”
By providing your mobile telephone number to us you expressly consent and agree, in writing, to receive recurring informational, transactional, account-related, and marketing text messages (including SMS and MMS) from us and our Partners at the mobile number you provided. You acknowledge and agree that:
- (a) such messages may be sent using an automatic telephone dialing system, autodialer, automated system for the selection or dialing of telephone numbers, automated texting platform, prerecorded or artificial voice, or any similar technology, regardless of how those terms may be defined under the Telephone Consumer Protection Act ("TCPA"), 47 U.S.C. § 227, and its implementing regulations, or under any state-law analog;
- (b) your consent is not a condition of any purchase or of your use of the RedCircle Services, except where the message itself is transactional and necessary to deliver a Service you have requested (for example, two-factor authentication codes, account security alerts, payout notifications, etc);
- (c) message frequency varies and depends on your activity on the platform;
- (d) message and data rates may apply, and any such charges are your responsibility and the responsibility of your wireless carrier;
- (e) wireless carriers are not liable for delayed or undelivered messages; and
- (f) for help, contact us at support@redcircle.com.
Opt-Out / Revocation of Consent. You may revoke your consent to receive text messages at any time by replying STOP to any text message you receive from RedCircle, or by changing your phone number in your account settings. After you opt out, you may receive one final confirmation message, and you may continue to receive transactional messages strictly necessary to operate your account (e.g., security or payment-related notices) where permitted by law. You agree that any text message sent to you before RedCircle has had a reasonable opportunity to process your opt-out request — generally up to 24 hours, but in any event no longer than 10 business days — does not constitute a continuing communication for which consent has been revoked.
Mobile Number Accuracy and Reassignment. You represent and warrant that any mobile telephone number you provide to RedCircle is a number you own or are authorized to use, and that you will promptly update RedCircle if that number changes, is reassigned, is no longer in your possession or control, or is ported to another carrier. You agree that RedCircle is entitled to rely on the accuracy of the number you provide and is not liable for messages sent to a number that has been reassigned to another individual where you failed to notify us of the change. You further agree to indemnify, defend, and hold RedCircle harmless from and against any claim, demand, suit, or liability — including under the TCPA, the FCC's TCPA regulations, or any state telephone-consumer-protection law — arising from your provision of an inaccurate, unauthorized, or reassigned mobile number, or from your failure to update such number.
No ATDS Acknowledgment. You acknowledge that RedCircle's text-messaging systems are designed to send messages only to recipients whose numbers have been individually provided to RedCircle or to a Creator with the requisite consent, and are not intended to function as an "automatic telephone dialing system" or to use a "random or sequential number generator" within the meaning of 47 U.S.C. § 227(a)(1), as construed in Facebook, Inc. v. Duguid, 141 S. Ct. 1163 (2021). Nothing in this Section, however, shall be construed as a waiver of, or substitute for, the consent you have provided above in this section.
9. Service Plans; Billing and Payment Terms; Donations and Exclusive Content Subscriptions.
Service Plans
We offer multiple tiers of Service plans via the Platform, tailored to suit the varying needs of individual users, small professional teams, and larger-scale enterprise organizations (each, a “ Service Plan”). Each Service Plan provides different levels of access to the Platform Services, different Service options, and varying usage limits and support services as described in more detail on the Platform. You must select a Service Plan when creating your Account, and you may change to a different Service Plan at any time as described in more detail below. You agree to the terms and limitations applicable to your selected Service Plan.
We reserve the right to add new Service Plans, change or modify any existing Service Plans, or discontinue any Service Plans (or select Services made available thereunder), at any time in our sole and absolute discretion, including, without limitation, the pricing of any Service Plan. If we make a change or modification that has a material impact on a Service Plan for which you are then-currently enrolled, as determined in our sole and absolute discretion, we will provide reasonable advanced notice to you prior to such change taking effect, which notice may be delivered via email to the email address associated with your Account. Otherwise, notice of such changes will be made by posting them to the Platform and will become effective automatically once posted to the Platform.
If we elect to discontinue a Service Plan for which you are then-currently enrolled, we will provide reasonable advanced notice to you, which notice may be delivered via email to the email address associated with your Account, and you will have the option to enroll into an alternative Service Plan prior to the effective date of discontinuation of your then-current Service Plan. If you fail to enroll into an alternative Service Plan prior to the effective date of discontinuation of your then-current Service Plan, you will automatically be enrolled into another Service Plan that provides the nearest level of functionality as the Service Plan being discontinued, as determined in Company’s sole discretion, on the effective date of discontinuation of your then-current Service Plan. Such automatic enrollment will take and remain in effect unless and until you make a change to your Service Plan pursuant to the procedures described in more detail below.
Billing and Payment
We offer various Service Plans, some of which may be free of charge and some of which may be subject to a subscription fee in the amounts specified on the Platform. All applicable Service Plan fees are billed in advance on a recurring monthly or annual basis as selected by you when you sign up for the applicable Service Plan (and changes to your selected Service Plan billing cycle may be made via the instructions stated in your Account settings). You acknowledge and agree that your enrollment in your selected Service Plan will automatically renew, and that you will automatically be billed the applicable subscription fee for your selected Service Plan, on a recurring monthly or annual basis (based on your applicable selected billing cycle) unless and until you change or cancel your Service Plan (or terminate your Account) in accordance with the procedures described in more detail below. You authorize Company or its third-party payment processor to charge the payment method provided for all applicable Service Plan fees in accordance with your selected billing cycle.
If you elect to make changes to your selected billing cycle (i.e., going from a monthly billing cycle to an annual billing cycle, or vice versa), such changes will take effect as of the date you make the new billing cycle election, and the pro-rata portion of any amounts paid, but unused, based on your prior billing cycle election will be applied towards your new billing cycle payments.
In certain cases, a particular subscription fee-based Service Plan may be subject to an initial free trial period at the time of enrollment (subject to any eligibility restrictions specified on the Platform), during which time you will not be billed any fees for that selected Service Plan. However, immediately following any applicable initial free trial period, you will automatically start being billed the fees applicable to your selected Service Plan, unless you cancel your enrollment in such Service Plan during the applicable free trial period by following the instructions stated in your Account settings.
Service Plan Upgrades and Downgrades
- Upgrades: If you upgrade your Service Plan to a higher-tier Service Plan during a particular billing cycle, the change will take effect immediately, and you will be charged a pro-rated amount based on the remaining period in your then-current billing cycle for the higher-tier Service Plan.
- Downgrades: If you downgrade your Service Plan to a lower-tier Service Plan during a particular billing cycle, the change will take effect immediately; provided, you will not be refunded for the reduced pro-rated amount based on the remaining period in your then-current billing cycle for the lower-tier Service Plan and you will instead be charged the lower-tier Service Plan fee beginning with the next billing cycle following your enrollment. Please note that downgrading your Service Plan may result in a loss of certain Platform Services, data access, or Account functionalities, which will also take effect immediately upon enrollment in a lower-tier Service Plan (as opposed to taking effect beginning the next billing cycle). Therefore, once you elect to downgrade your Service Plan you will first be required to take certain actions through the Platform to complete enrollment into your new, lower-tier Service Plan to mitigate adverse affects on your Account.
Service Plan Cancellations and Refunds
You may cancel your Service Plan enrollment at any time by following the applicable instructions in your Account settings. Cancellations will take effect immediately and will prevent future billing cycle charges for the canceled Service Plan. However, all Service Plan payments made prior to the effective date of cancellation are non-refundable, including, without limitation, any unused portion of any billing period that has commenced as of the effective date of cancellation. Upon cancellation of your selected Service Plan, you will automatically be enrolled into our lowest-tier Service Plan unless and until you terminate your Account. If you are currently enrolled in our lowest-tier Service Plan, you must terminate your Account in order to cancel your Service Plan enrollment.
Failed Payments
If your designated payment method on file is determined to be expired, invalid, declined, or otherwise unable to be charged for any applicable Service Plan fee, you authorize Company and/or our designated third-party payment processor to attempt to recover the unpaid amount through reasonable dunning efforts, including, without limitation, retrying the primary payment method on file, and, if available, attempting to charge any secondary payment method associated with your Account. We may, in our sole and absolute discretion, vary the timing, frequency, and number of such retry attempts.
If we are unable to successfully collect the applicable Service Plan fee through such dunning efforts, we reserve the right to suspend your access to the Platform and the Services associated with your Account, including, without limitation, access to your Account dashboard, analytics, and certain creator-facing tools, until the outstanding amounts are paid in full. Where commercially and technically practicable, and at Company's sole discretion, we will endeavor to keep your previously published User Content available for distribution to, and download by, listeners through applicable third-party podcast directories and players during any such suspension period; provided, however, that Company makes no guarantee or warranty regarding such continued availability.
To restore full access to your Account following a suspension for failed payment, you may, at your election, (i) update your payment method information through your Account settings and authorize Company to charge such updated payment method for the outstanding amounts owed; (ii) contact our support team via the support form located at https://support.redcircle.com or by email at support@redcircle.com to request enrollment in an alternative Service Plan that better aligns with your needs; or (iii) request a downgrade to a lower-tier Service Plan, subject to the downgrade procedures and limitations described elsewhere in this Section 9.
Chargebacks
If you have any chargeback claim or payment dispute related to your Account or your Service Plan, it should first be submitted to us via the support form located at https://support.redcircle.com, or by emailing us directly at support@redcircle.com. If you initiate a chargeback claim or attempt to resolve a payment dispute on your own (e.g., by requesting your credit card provider to remove the charge) without first contacting us to resolve the issue, it may result in immediate suspension or termination of your Account or Service Plan, as determined by Company in its sole and absolute discretion. We reserve the right to dispute any chargeback claim and to recover any associated fees or losses incurred by us as a result.
Donations
You may, in your sole and absolute discretion, make financial donations to certain users who have enabled this feature for certain User Content that such users upload, publish or otherwise make available on or through the Platform (“ Donations”). You can choose to make a one-time Donation, or monthly recurring Donations, and you can elect a default Donation amount set by the applicable user, or a custom Donation amount set by you.
You acknowledge and agree that by making Donations, you will be authorizing Company and/or our designated third-party payment processor to collect, store, transfer, and charge your payment method associated with your Account for the Donation amount set by you. If your primary payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that we may use a secondary payment method in your Account, if available. All Donations made by you are final and non-refundable. If you have elected to make recurring Donations, you may cancel such recurring Donation at any time, which will take effect immediately. You may also change your recurring Donation amount, or change such recurring Donation to a one-time Donation, at any time through the applicable User Content Donations settings on the Platform, which will take effect immediately and apply beginning with the next scheduled Donation.
You acknowledge and agree that making a Donation does not grant you any rights in such user’s User Content.
Exclusive Content Subscriptions
You may, in your sole and absolute discretion, become a subscriber of certain User Content that a user has elected to place behind a subscription paywall (either exclusively, or on an advertisement-free or early access or windowed release basis) (an “ Exclusive Content Subscription”). Each Exclusive Content Subscription will be subject to a monthly fee in an amount set by the applicable user and such amount will be displayed on the Platform when you elect to become a subscriber.
You acknowledge and agree that by subscribing to an Exclusive Content Subscription, you will be authorizing Company and/or our designated third-party payment processor to collect, store, transfer, and charge your payment method associated with your Account for the Exclusive Content Subscription fee set by the applicable user on a recurring monthly basis unless and until you cancel your Exclusive Content Subscription. If your primary payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that we may use a secondary payment method in your Account, if available. All Exclusive Content Subscription payments made by you are final and non-refundable. A user whose Exclusive Content Subscription you are subscribed to may change the price of such Exclusive Content Subscription at any time in its sole discretion; provided, however, your then-current price for such Exclusive Content Subscription will remain in effect and will continue to be honored until you choose to cancel the applicable Exclusive Content Subscription (which you must do, and then re-subscribe to such Exclusive Content Subscription, if you want to take advantage of any pricing change that lowers the price of such Exclusive Content Subscription). You may cancel an Exclusive Content Subscription at any time, which will take effect immediately and apply beginning with the next scheduled Exclusive Content Subscription fee payment date.
You acknowledge and agree that each Exclusive Content Subscription is provided "as is" without any guarantees or warranties of any kind regarding the availability, quality, or nature of any User Content included therein. You further acknowledge and agree that User Content made available via an Exclusive Content Subscription may be modified and/or removed from such Exclusive Content Subscription or that the frequency in which new User Content is uploaded to an Exclusive Content Subscription may change from time-to-time or stop altogether and that Company has no oversight or control over such actions, which remain at the sole discretion of the user offering such Exclusive Content Subscription. Company makes no representations or warranties about the User Content included in an Exclusive Content Subscription and is not responsible or liable for any change, removal, interruption, or discontinuation of any User Content uploaded to, or included in, an Exclusive Content Subscription, or the Exclusive Content Subscription itself.
10. Third-Party APIs
As part of the Services offered to certain users via the Platform, we allow such users to publish their User Content to various third-party services or platforms, including, without limitation, YouTube, Apple Podcasts, and Spotify. We also provide certain monetization and reporting integrations to further analyze or monetize User Content published through other content hosting platforms or distribution platforms. In order to integrate with such third-party services or platforms, we utilize their applicable API integration services (e.g., to integrate with YouTube, we utilize YouTube’s API services) and any applicable user that elects to use our Services to publish User Content to a third-party service or platform agrees to be bound by the terms of service applicable to such third-party service or platform, including, without limitation, the YouTube Terms of Service, and we therefore advise each user to read such terms of service carefully. Each applicable user acknowledges and agrees that we are not responsible for the content, performance, or privacy practices of the applicable third-party service or platform that such user elects to publish User Content through, or for such user’s interactions with such applicable third-party service or platform, and each such user visits such applicable third-party service or platform at such user’s own risk.
11. Ownership Terms
The Platform and Platform Content
As between each user and Company, Company retains all right, title and interest (including all copyrights and other intellectual property rights related thereto or contained therein) in and to the Platform and all elements thereof, throughout the world, in perpetuity, including, without limitation, (i) all text, graphics, typefaces, formatting, graphs, designs, editorial content, HTML, look and feel, pages, software, underlying code, and data, (ii) all business processes, procedures, methods, and techniques used for or in connection with the Platform, (iii) all other content, material, information, Trademarks (defined herein), and other original works of authorship and/or intellectual property (including, without limitation, all applicable images, pictures, photographs, cover art/artwork, written materials, graphic materials, audio content, video content, audiovisual content, or other copyrightable works) uploaded to, or incorporated into, the Platform by or on behalf of Company or its Partners, (iv) all associated trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world, and (v) the coordination, selection, arrangement and enhancement of the foregoing as a Collective Work under the United States Copyright Act, as amended (collectively, “ Platform Content”), and nothing contained herein will be construed as creating or granting to any user any right, title or interest in and to the Platform or such Platform Content other than the express license granted therein to users pursuant to this subsection of these Terms of Service. The Platform and all Platform Content are protected in all forms, media and technologies now known or hereinafter developed as well as by the domestic and international laws of copyright, trademarks, patents, and other proprietary and intellectual property rights and laws.
All trademarks, service marks, trade names, brand names, logos, insignia, and other product or service identifiers used and/or displayed on or through the Platform (collectively, the “ Trademarks”) are the registered or unregistered Trademarks of Company or one or more third parties, including our Partners, or other users. Except as otherwise permitted by law, no user may use the Trademarks to disparage Company or the applicable third-party owner thereof, the Company’s or the applicable third-party’s products or services (including, without limitation, the Platform or User Content belonging to another user), or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Nothing on the Platform should be construed as granting any user, by implication, estoppel, or otherwise, a license or right in or to the Trademarks of Company or any third-party without the express written permission of Company or the applicable third-party owner thereof. All goodwill generated from the use of any Trademark will inure solely to the benefit of the Company or the applicable third-party owner thereof.
Company hereby grants each user a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable, right and license to access and make use of the Platform and the Platform Content, solely as permitted by the Services made available to such user of the Platform, subject in all respects to these Terms of Service, and not for resale or redistribution of any kind.
Violation of the limited license granted pursuant to this subsection may result in infringement of intellectual property and contractual rights of the Company, other users of the Platform, or other third parties (including, without limitation, our Partners), which is prohibited by law and could result in substantial civil and criminal penalties.
User Content
A note on content ownership from the CEO and Founder of RedCircle:
RedCircle is all about the creator, which is why you continue to own the content you create and upload to the Platform. It's your podcast; it's your IP. However, we need a license to use your content in order to make your show available to your fans (including putting your content into other directories, podcast players, etc) and to ensure that you are getting advanced features like dynamic audio, transcription, video generation, and more. We’re here to support you, not take from you.
“User Content” means any content, material, information, Trademarks, and other original works of authorship and/or intellectual property (including, without limitation, all applicable images, pictures, photographs, cover art/artwork, written materials, graphic materials, audio content, video content, audiovisual content, or other copyrightable works) that a user uploads, publishes, digitally connects to the Platform, or otherwise makes available on or through the Platform via the Services.
Each user retains all right, title and interest (including all copyrights and other intellectual property rights related thereto or contained therein) in and to any User Content that such user uploads, publishes, digitally connects to the Platform, or otherwise makes available on or through the Platform via the Services; provided, that each such user hereby grants to Company and its successors, licensees, and assigns, a non-exclusive, worldwide, perpetual, royalty-free, fully paid, transferrable, assignable, sublicensable (through multiple tiers) right and license to use, copy, store, reproduce, display, distribute, publish, modify, adapt, transmit, publicly perform, broadcast, make derivative works of (e.g., transcriptions, transcoding, etc), make collective works with, translate, and otherwise exploit such User Content, in any and all media now known or hereafter discovered, in and in connection with (i) the operation of the Platform and the provision of any Services now or in the future offered in or in connection therewith, (ii) the advertising, marketing, promotion, and publicity of the Platform and the Services (including, without limitation, the use and inclusion of User Content in case studies), and, (iii) identifying such user as the source of the applicable User Content (the “ User Content License”).
The User Content License granted by each user to Company hereunder covers our ability to sublicense such User Content to other users of the Platform (as applicable to the extent required or permitted by certain Services for or through which such User Content is uploaded, published or otherwise made available to the Platform, including, without limitation, to enable other users to listen to, view, and/or comment on such User Content) and all applicable Partners providing the requisite services for the Platform, from time to time, subject to these Terms of Service, and each user specifically acknowledges and agrees that certain rights being granted pursuant to the User Content License hereunder will be sublicensed and passed through to such other users and/or Partners. Where User Content is uploaded as part of an Exclusive Content Subscription or for or through certain Services that restrict other users from accessing or interacting with such User Content, such User Content will be restricted in the manner provided for on the Platform.
Each user further acknowledges and agrees that to the extent a user utilizes certain API integrated Services described in Section 10 of these Terms of Service to publish its User Content to various third-party services or platforms via the Platform, the User Content License granted to Company hereunder is provided on a through-to-the-audience basis.
By uploading any User Content to the Platform, each user waives any rights to prior inspection or approval of any advertising, marketing, promotional, or publicity materials for the Platform or any Services that use or incorporate such User Content. Each user hereby also waives and agrees never to assert any and all moral (or equivalent) rights, or to support, maintain or permit any action based on any moral (or equivalent) rights that it may have in or with respect to the exploitation of the User Content License or other use of any User Content uploaded, published or otherwise made available on or through the Platform via the Services in accordance with these Terms of Service.
Each user is solely responsible and liable for any User Content that it uploads, publishes, digitally connects to the Platform, or otherwise makes available on or through the Platform via the Services or that is otherwise tied to such user’s Account. We do not and cannot review User Content that is uploaded, published, or otherwise made available on or through the Platform by users. We do not assume any responsibility to monitor User Content for accuracy or unacceptable use, regardless of whether at any time we choose in our sole discretion, to monitor or remove any User Content from the Platform. We do not represent or warrant the truthfulness, accuracy, or reliability of any User Content, nor do we endorse or support any opinions or ideas expressed in any User Content, and each user who views, listens to, or otherwise interacts with User Content of other users does so at such user’s own risk. We reserve the right to block transmission of, and/or to remove, reject, delete, or-de-link any User Content from the Platform for any reason, at our sole discretion, and without prior notice to you, including, without limitation, if we determine that any User Content is in violation of our Content Policy, and we will have no liability to you in connection with such actions.
Each user hereby represents and warrants that (i) all User Content that such user uploads, publishes, digitally connects to the Platform, or otherwise makes available on or through the Platform via the Services is such user’s original work of authorship for which it is the sole and exclusive owner, or that such user has obtained all licenses, consents, releases, and other permissions from the applicable third-party owner(s) thereof as may be necessary to grant Company the User Content License and other rights in and to such User Content hereunder (including, without limitation, all applicable name, image, likeness, biography, and other privacy or publicity rights with respect to all persons featured, appearing, or otherwise rendering performances therein, as well as all applicable reproduction, synchronization, display, distribution, public performance, and other necessary rights with respect to any master recordings or musical compositions used or otherwise contained therein), (ii) the use of such User Content by Company and/or any other user, Partner, or other sublicensee of Company, as applicable, does not, and will not, violate any Applicable Law or the rights of any third-party, including, without limitation, any right of publicity, right of privacy, copyright, patent, trademark, or other intellectual property right or proprietary right, and (iii) such User Content will comply with these Terms of Service and any Additional Terms applicable to such User Content, including, without limitation, our Content Policy.
12. Procedures for Claimed Copyright Infringement
Digital Millennium Copyright Act
Company respects the intellectual property rights of others and expects that all users will do the same. If you believe in good faith that your User Content or any other copyrightable works or materials for which you own or control the rights have been uploaded, published, or otherwise made available on or through the Platform, in a manner that constitutes copyright infringement, in accordance with the U.S. Digital Millennium Copyright Act (as may be amended from time to time, the “ DMCA”), you may notify Company’s designated DMCA agent, whose contact information is below, which notice must include the following information: (i) your name, address, telephone number, and email address; (ii) a description of the copyrighted work that you claim has been infringed and an explanation as to why you think an infringement has taken place; (iii) a description of where the content or material you claim is infringing is located on the Platform, in sufficient detail for Company to locate such content or material; (iv) a statement that you have a good faith belief that the disputed use is not authorized by you (i.e., the copyright owner), your agent, or Applicable Law; (v) a statement made by you, under the penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner's behalf; and (vi) your electronic or physical signature. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.
Company’s designated agent for receiving notices of claimed copyright infringement under the DMCA may be contacted as follows:
RedCircle Technologies, Inc.
2093 Philadelphia Pike #4216
Claymont, DE 19703
United States of America
Attn: DMCA Agent
Email: dmca@getredcircle.com
Failure to include all the above information in your notice, especially specific information about where infringing content or material may be found, will result in a delay in the processing of your DMCA notification of claimed infringement and may result in you having to repeat some or all the above processes. If Company receives notice of claimed copyright infringement in a manner that complies with the above requirements and the DMCA, Company will respond expeditiously by removing, or disabling access to, the content or material that is claimed to be infringing, as described above. Company will also comply with the appropriate provisions of the DMCA in the event a counter-notification is received, as described below. Company may, at Company’s discretion, deny access to the Platform by users who may have infringed the copyright(s) of others, including via a temporary suspension of such user’s Account or a termination of such user’s Account.
Counter-Notification
If your User Content was removed for copyright infringement pursuant to a notice of claimed infringement under the DMCA and you would like to dispute the removal, you may, pursuant to Section 512(g) of the DMCA, file a counter-notification by providing Company’s designated DMCA agent (per the contact information below), with a written communication that sets forth the items specified below. Please note that, under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that Company enforces a policy that provides for the suspension or termination, in appropriate circumstances, of users who are copyright infringers. Accordingly, if you are not sure whether certain User Content infringes your copyright or the copyrights of others, Company suggests that you first contact an attorney. To expedite Company’s ability to process your counter-notification, Company asks that you please do the following: (i) provide your full name, address, telephone number, and email address; (ii) provide a description of the User Content that Company has removed and identify the specific URLs of (or other information sufficient to allow Company to identify) the User Content that Company has removed or to which Company has disabled access; (iii) provide a statement that you consent to the jurisdiction of the United States District Court for the judicial district in which your address is located, or if your address is located outside of the United States, for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification to Company’s agent in accordance with the process outlined above or an agent of such person; (iv) provide a statement by you under penalty of perjury under Applicable Law that the information in your counter-notice is accurate; (v) provide the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;” and (vi) your electronic or physical signature. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the following address:
RedCircle Technologies, Inc.
2093 Philadelphia Pike #4216
Claymont, DE 19703
United States of America
Attn: DMCA Agent
Email: dmca@getredcircle.com
After Company receives your counter-notification, Company will forward it to the party who submitted the original notice of claimed copyright infringement. Please note that, when Company forwards the counter-notification, it includes any of your personally identifiable information set forth in the counter-notification. By submitting a counter-notification, you consent to having such personally identifiable information revealed in this way. Company will not forward the counter-notification to any party other than the original claimant. After Company sends out the counter-notification, the claimant must then notify Company within ten (10) days that they have filed an action seeking a court order to restrain you from engaging in infringing activity relating to your User Content. If Company receives such notification, Company will be unable to restore the items. If Company does not receive such notification, Company may, but is not obligated to, reinstate the disputed item(s).
If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership of the copyrighted material that is subject to the notice of claimed infringement. Be aware that there may be adverse legal consequences in your country and/or the United States if you make a false or bad faith allegation by using this process. Please also be advised that Company enforces a policy that provides for the termination in appropriate circumstances of access privileges for users who are infringers. If you are not sure whether User Content posted by you is being infringed, or if you are otherwise unsure of whether to file a counter-notification using these procedures, Company strongly recommends that you first contact a lawyer knowledgeable in the copyright laws of the United States. If you do wish to file a counter-notice, then you should follow the process for counter-notifications set forth above. COMPANY IS NOT YOUR ATTORNEY, AND THE INFORMATION COMPANY PRESENTS HERE IS NOT LEGAL ADVICE. COMPANY PRESENTS THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY. YOU SHOULD CONSULT WITH YOUR OWN ATTORNEYS REGARDING ANY DMCA ACTIONS.
13. Data Rights
As described in more detail in the Privacy Policy, in the course of providing the Services, Company will necessarily be obtaining and storing data related to your User Content including, but not limited to, number of downloads/view/impressions, number of advertisers, number of advertisements heard, number of donors, revenue earned, and data on ad effectiveness. As the owner of your User Content, you also own this User Content data, but hereby agree that the User Content License granted to Company pursuant to these Terms of Service also covers such User Content data; provided that any public use, display, or presentation of your User Content data by Company will done on an anonymized basis, unless you grant separate approval for our non-anonymized public use, display, or presentation.
14. Monetization Services
In addition to the hosting and analytics Services that Company provides, Company also offers certain monetization Services, via the Platform, for users interested in monetizing their User Content, including but not limited to, the acquisition of advertiser/sponsor relationships, advertisements and sponsorship sourcing and placements/buys, and facilitating Donations or Exclusive Content Subscriptions (the “ Monetization Services”). If you are engaging in Monetization Services, the Monetization Services Master Terms will apply to you and, in addition to these Terms of Service, will govern your use of the Monetization Services. Please review the Monetization Services Master Terms carefully before participating in the Monetization Services.
15. Platform Usage Rules
The Platform may not be used, modified, reproduced, duplicated, copied, published, distributed, sold, resold, transformed, redesigned, reconfigured, retransmitted, or otherwise exploited by you for any purpose except as facilitated by the Services made available to users of the Platform, subject to these Terms of Service and the Additional Terms applicable to you, or without the express prior written consent of Company or the applicable third-party owner of the Platform Content or User Content, in each instance.
In addition to the rules and restrictions set forth in the Content Policy, you may never use, allow, or enable or knowingly condone any other person, company, or other entity to use, the Platform to do or attempt to any of the following, for any reason:
- Violate any applicable local, state, national, or international law, rule, regulation, judicial or governmental order or request, legal process, or treaties (as may be amended from time to time, collectively, “ Applicable Law”), or our rights or the rights of any other person, company, or other entity;
- Transmit, post, or submit through the Platform any false, misleading, or spam reviews;
- Impersonate or attempt to impersonate Company or another entity, or any of our or their employees and agents, with the intent to deceive, defraud, exploit, or cause harm to others, or otherwise use any fake, false, or fictitious names or profiles or impersonate another user for malicious purposes, including but not limited to phishing, scamming, or harassment;
- Use or otherwise export or re-export the Platform or any portion thereof, or Platform Content or User Content in violation of the export control laws and regulations of the United States of America;
- Upload any material or software files that contain viruses, Trojan horses, corrupted files, malware, spyware, bugs, or any other similar programs that may damage or infiltrate the operation of the Platform or any other user’s computer or mobile device;
- Knowingly allow any other person or entity to use your Account or Account Information to use the Platform or certain Services;
- Use a robot, spider, manual and/or automatic processes, or devices to data-mine, data-crawl, scrape or index the Platform, the Services, or any Platform Content or User Content in any manner, except for accessing and indexing content made available through publicly accessible RSS feeds in a manner consistent with their intended purpose and any applicable usage guidelines;
- Hack, breach, or interfere with the Platform, its servers or any connected networks, or probe, scan, or test for vulnerabilities in any Platform systems, security or authentication measures;
- Engage in any activity or fail to report any activity involving spam, junk email, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing” or other similar schemes;
- Engage in any activity that fraudulently boosts the performance of your User Content (e.g., any activity that fraudulently increases the number of downloads, subscribers, listeners, viewers, or impressions of your User Content or that otherwise alters the performance analytics attributable to your User Content in any manner);
- Modify, disrupt, impair, alter, or interfere with the Services, operation, or maintenance of the Platform or the use and enjoyment of the Platform by any other person, company, or other entity;
- Adapt, alter, license, sublicense or translate the Platform for your own personal or commercial use, except as otherwise expressly permitted in these Terms of Service or the Additional Terms;
- Access, copy, reproduce, use, or create derivative works of any Platform Content or User Content for purposes of training, any machine learning or artificial intelligence (AI) or similar technologies now known or hereafter devised, including, without limitation, technologies that are capable of generating works in the same style or genre as any of the foregoing (i.e., “generative AI”), whether for personal use, commercial use, or otherwise;
- Remove or alter, visually or otherwise, any copyrights, Trademarks or proprietary marks and rights owned by Company or any third-party;
- Use the Platform to collect user data by electronic or other means other than as expressly provided for via the Services;
- Use the Platform in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining Company’s trade secret information for public disclosure or other purposes;
- Upload User Content for which you are not the owner or for which you have not obtained all rights, clearances, licenses, and permissions required to do so and to grant Company the User Content License herein;
- Conduct or forward surveys, contests, sweepstakes, giveaways, or other promotions; and/or
- Cause or induce any third-party to engage in the restricted activities above.
Engaging in or permitting any of the foregoing restricted activities constitutes a material breach of these Terms of Service and may constitute a violation of Applicable Law and may also subject you to third-party claims and none of the rights granted to you in these Terms of Service may be raised as a defense against any third-party claims arising from any such violation.
The above restrictions supplement and are in addition to any other applicable restrictions that are set forth in any Additional Terms.
If you encounter or learn of any user who has violated these Terms of Service in any manner, including, without limitation, by violating any of the Platform usage restrictions set forth above and/or in any Additional Terms, please email Company at support@redcircle.com. Company may, but is not obligated to, take any of the actions set forth herein against users who violate any of the restrictions set forth in these Terms of Service.
16. Unlawful Activity; Suspension or Termination of Platform Access.
Company reserves the right to terminate the Platform or any Services for any reason, without notice, at any time.
Company reserves the right, in its sole discretion, to investigate complaints or reported or suspected violations of these Terms of Service, as well as the Privacy Policy or any Additional Terms, and to take any action it deems appropriate (in its sole discretion) and reserving cumulatively all other rights and remedies available to Company under Applicable Law or in equity, including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to a user’s Account, including, but not limited to, username, email addresses, uploaded User Content, etc.
We also reserve the right, in our sole discretion, to seek and obtain any other remedies available to us pursuant to any Applicable Law or at equity as a result of your breach of these Terms of Service or any other act or omission by you that gives rise to a claim by Company, and our decision (due to technical or other reasons at our sole discretion) to suspend or terminate your Account, or our decision to permanently or temporarily remove your User Content from the Platform, will be without prejudice to, and will not be deemed a waiver of, the foregoing.
If we believe that your use of, or any User Content uploaded, published or otherwise made available by you on or through, the Platform violates these Terms of Service, we may also contact you directly and request that you promptly cure your breach or any other act or omission by you that gives rise to a Claim by Company.
We further reserve the right, in our sole discretion and without notice or liability to you, to suspend or terminate your Account, or permanently or temporarily de-link or remove any User Content that you upload, publish or make available on or through the Platform, at any time for any reason with any conditions, including, but not limited to, if we believe that you have violated or acted inconsistently with these Terms of Services, any Additional Terms, or any Applicable Law, or that you have engaged in conduct that we determine to be inappropriate or unacceptable in our sole discretion, including, without limitation, any violation of the restrictions set forth in Section 15 of these Terms of Service, or our Content Policy.
Finally, we may also suspend or terminate your Account or permanently or temporarily de-link or remove any User Content that you upload, publish or make available on or through the Platform, if you file any claim against Company or file any claim that involves the Platform. If we terminate, limit, or suspend your right to use the Platform or any Services, you are prohibited, without Company’s prior written consent, from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third-party, even if you may be acting on behalf of the third-party.
If you wish to delete your Account, please contact Company’s support team via the support form located at https://support.redcircle.com/, or via email at support@redcircle.com.
Whether you voluntarily delete your Account or your right to use the Platform or certain Services is terminated, limited, or suspended, all sections of these Terms of Service which by their nature should survive the expiration or termination will continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms of Service. Upon termination or deletion of your Account, we will cease publishing the User Content associated with your Account on the Platform, as well as across any applicable third-party channels through the Platform.
17. Interaction With Other Users
Certain Services may enable you to communicate and interact with other users on the Platform and/or User Content, including, without limitation, writing reviews, engaging in cross-promotional activities, messaging other users, public forums/message boards, viewing or listening to User Content of another user, or other interactive community-based features.
You will be publicly identified by your registered Account name when communicating and otherwise interacting with other users or User Content. You are solely responsible for all of your interactions with other users or User Content on or through the Platform. In your interactions with other users or User Content, you agree to conduct yourself professionally, civilly and respectfully at all times and in no event will you harass, solicit, stalk, maliciously target, or otherwise make threatening, hurtful, defamatory, or derogatory comments towards, or engage in malicious conduct against, any other user or User Content. You acknowledge and agree that in using the Platform, Company will not be responsible for the actions of any users with respect to any other user or User Content, and that Company does not actively monitor or police the specific interactions between users or with User Content (and has no obligation to do so). You hereby release, disclaim, and hold Company harmless from and against any and all liability resulting from a user’s interaction with, or conduct towards, any other user or User Content (whether online or offline). Notwithstanding the foregoing, Company reserves the right to determine, in its sole discretion, what constitutes harassment, mischief, or unacceptable conduct with or towards other users or User Content, and where that has occurred, and may in its sole discretion, report such user to the appropriate authorities.
18. Third-Party Notices, Content, and Communications
Company disclaims all liability for any communications directed to you from any third-party, directly or indirectly, in connection with the Platform (“ Third-Party Communications”) that you may receive, and any actions you may take or refrain from taking as a result of any Third-Party Communications. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third-Party Communications. Company assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third-Party Communications.
The Platform may contain third-party content, third-party integrated API service providers, or links (such as hyperlinks) to third-party websites, products or services that are not owned or controlled by Company (collectively, “ Third-Party Content”). They are provided as an information service, for reference and convenience only. Company does not control any such Third-Party Content and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, or products or services. Company does not make any representations or warranties with respect to any Third-Party Content and all use thereof, or interaction therewith, is at your own risk. Inclusion of any Third-Party Content on the Platform does not constitute or indicate Company’s endorsement thereof and Company will not be liable or responsible for any Third-Party Content transmitted through the Platform. You will be subject to any additional terms and conditions of use, guidelines, rules, or governance protocols applicable to any Third-Party Content that you access through the Platform, and we recommend you read such terms and conditions prior to doing so (“ Third-Party Terms”). You acknowledge and agree that Company will not and cannot censor or edit any Third-Party Content and that you will assume the sole responsibility for, and risk associated with your use of Third-Party Content, including compliance with the terms and conditions of use, privacy policies, or practices associated therewith. Accordingly, Company encourages you to be aware when you leave the Platform and/or otherwise interact with Third-Party Content via the Platform and to read the terms and conditions of use and privacy policies associated with any such Third-Party Content.
By using the Platform, you expressly relieve and hold Company harmless from any and all liability arising from your interaction with any Third-Party Communications and use of Third-Party Content, including any loss or damage incurred as a result of any dealings between you and any third parties, or as the result of the presence of such Third-Party Content on the Platform or the failure of such Third-Party Content to function as intended. It is your responsibility to evaluate the content and usefulness of the information obtained from Third-party Content.
19. Feedback
While we are continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from our users. If you choose to contribute by sending us or our employees any ideas, feedback, or suggestions for our Platform or the Services offered (collectively, “ Feedback”), then regardless of what your accompanying communication may say, you agree that the following terms will apply: (i) Company has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason; (ii) Feedback is provided on a non-confidential basis, and Company is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and (iii) you irrevocably grant Company a perpetual, irrevocable, worldwide, and unlimited permission to use, copy, store, reproduce, display, distribute, publish, modify, adapt, transmit, publicly perform, broadcast, make derivative works of, make collective works with, translate, and otherwise exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified. You represent and warrant that you have the right to make the foregoing grant to Company and that none of the Feedback infringes any intellectual property or any other rights of third parties or Applicable Law. Notwithstanding the foregoing, we grant to you a conditional, non-exclusive, royalty-free, non-transferable, non-sublicensable, worldwide, perpetual, and revocable right and license to use the Feedback for your own personal, non-commercial purposes that do not compete, directly or indirectly, with our use of such Feedback.
20. Representations and Warranties.
In addition to any other representations and warranties made by you pursuant to these Terms of Service or any Additional Terms, you represent and warrant that: (i) you are at least eighteen (18) years old (or any other applicable age required to be deemed to have reached the “age of majority” under the applicable law of the state or jurisdiction of your primary residence) and are fully able and competent to enter into these Platform Terms of Service, or you are between the age of thirteen (13) and eighteen (18) (or any other applicable “age of majority” under the applicable law of the state or jurisdiction of your primary residence) and your parent or legal guardian has consented to your use of the Platform and entry into these Platform Terms of Service; (ii) you have the right, authority and capacity to enter into, and to be bound by, these Terms of Service and any Additional Terms applicable to you, and that you will so abide; (iii) all Account Information provided by you is true, accurate, current and complete, and will be submitted solely by you and appropriately maintained by you; (iv) you are the sole owner of all right, title and interest in, or have obtained all necessary rights and licenses from the applicable third-party owner of, any User Content that you upload, publish or otherwise make available on or through the Platform to grant Company the rights set forth herein, free and clear any of further payment or attribution requirements; (v) User Content that you upload, publish or otherwise make available on or through the Platform, when used for the purposes in which it is uploaded, published or otherwise made available on or through the Platform, does not infringe upon the rights of any third-party, including, without limitation, contract rights, intellectual property rights, propriety rights and rights of publicity/privacy; and (vi) the User Content that you upload, publish or otherwise make available on or through the Platform (A) will not be fraudulent, (B) will not violate any Applicable Law; (C) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (D) will not be obscene or contain child pornography or be harmful to minors; (E) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (F) will not create liability for Company or cause Company to lose (in whole or in part) the services of its Internet service providers (ISPs) or other partners or suppliers; (G) will not feature any person that has not given you express permission to include such person and who has not granted you all rights necessary or required for you to grant Company the User Content License and other rights in and to such User Content granted herein, including, without limitation, such person’s name, image, voice, likeness, biographical material, and any other right of publicity/privacy held by such person in connection therewith; and (H) will not feature any person under the age of eighteen (18) (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of such person’s primary residence) without first obtaining express written permission from such person’s parent or legal guardian, and which written permission will grant you all rights necessary or required for you to grant Company the licenses granted herein, including, without limitation, such person’s name, image, voice, likeness, biographical material, and any other right of publicity/privacy held by such person in connection therewith.
21. Indemnification
By using the Platform, you hereby agree to indemnify, defend, and hold harmless Company, each of its Partners, and each of their respective officers, directors, shareholders, managers, members, partners, joint venturers, employees, independent contractors, operational service providers, consultants, licensors, licensees, attorneys, representatives, agents, heirs, successors and assigns (collectively, the “ Company Indemnitees”) from and against any and all losses, damages, liabilities, settlements, penalties, fines, costs, and expenses, including, without limitation, attorneys’ fees and court costs (collectively, “ Losses”), arising from or relating to any claim, action, cause of action, demand, allegation, or proceeding of any and every kind, nature, and character, whether based in whole or in part in contract, tort, negligence, statute or otherwise (each, a “ Claim”), brought or asserted by a third-party to the extent arising from (i) your breach or violation, or allegation which if true would constitute a breach or violation, of any representation, warranty, covenant, or obligation under these Terms of Service or any Additional Terms; (ii) your use or misuse of the Platform, any Platform Content or User Content, or your dealings with third parties, including, without limitation, any Partner or any other users arising from your use of the Platform; (iii) any User Content that you upload, publish or otherwise make available on or through the Platform; (iv) any violations, or allegation which if true would constitute a violation, of Applicable Law; and (v) any unauthorized use, or allegation which if true would constitute an unauthorized use, of your Account. Company will promptly notify you of any such Claim, and you will assume control of the defense of such Claim upon Company’s request. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any Claim or matter without the written consent of Company.
22. Disclaimer of Warranties; Limitation of Liability; Basis of the Bargain
ALTHOUGH WE MAY UPDATE THE PLATFORM CONTENT FROM TIME TO TIME, PLEASE NOTE THAT SOME OF THE INFORMATION MAY BE OUT OF DATE AND/OR MAY CONTAIN ERRORS OR INACCURACIES. YOU RELY ON THE INFORMATION CONTAINED ON THE PLATFORM AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, ANALYTICS AND HOSTING SERVICES MADE AVAILABLE TO YOU VIA THE PLATFORM. THE PLATFORM, THE SERVICES, AND THE PLATFORM CONTENT ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, RELIABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO GUARANTY OR ASSURANCE THAT ALL OR ANY PART OF THE PLATFORM WILL BE AVAILABLE FOR USE, PERFORM AS DESCRIBED, OR THAT THE PLATFORM AND THE PLATFORM CONTENT ARE ACCURATE, TIMELY, COMPLETE, OR ERROR-FREE AND YOU SHOULD NOT RELY ON THE PLATFORM OR ANY PLATFORM CONTENT FOR ANY DECISIONS OR ACTIONS YOU MAY OR MAY NOT CHOOSE TO MAKE OR TAKE. NEITHER COMPANY NOR ANY OTHER COMPANY INDEMNITEES ARE RESPONSIBLE NOR LIABLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY, LOSS OF DATA, OR INABILITY TO ACCESS OR USE THE PLATFORM OR THE PLATFORM CONTENT, EVEN IF DUE TO MALICIOUS OR UNAUTHORIZED CODE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOU HAVE APPROPRIATE MECHANISMS TO PROTECT AND SECURE YOUR EQUIPMENT, PROGRAMS, AND INFORMATION BECAUSE YOU ARE ASSUMING ALL RISK OF LOSS OR DAMAGE THAT MAY ARISE OR BE ASSOCIATED WITH USE OF THE PLATFORM.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM, FOR OURSELVES AND ON BEHALF OF ANY OTHER COMPANY INDEMNITEES, ALL LIABILITY FOR LOSS, DAMAGE, COST, AND/OR EXPENSE OF ANY KIND IN CONNECTION WITH OR ARISING FROM USE OF THE PLATFORM, OR FROM THESE TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION, DIRECT, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION OR BASIS OF THE CLAIM AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES OR LIMITATIONS ON CERTAIN DAMAGES SO SOME OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU UNDER APPLICABLE LAW. IF ANY LIMITATION OR EXCLUSION OF DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY APPLICABLE LAW, COMPANY AND AND ALL OTHER COMPANY INDEMNITEES WILL BE ENTITLED TO THE MAXIMUM LIMITATIONS AND EXCLUSIONS PERMITTED; PROVIDED, HOWEVER, IN NO EVENT WILL COMPANY AND ANY OTHER COMPANY INDEMNITEES’ TOTAL AND COLLECTIVE LIABILITY TO YOU EXCEED ONE THOUSAND U.S. DOLLARS ($1,000.00).
ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY ARISING OUT OF YOUR USE OF THE PLATFORM OR PROVISION OF SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD-PARTY, AND YOU IRREVOCABLY RELEASE COMPANY AND ALL OTHER COMPANY INDEMNITEES 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 SUCH DISPUTES.
YOU ACKNOWLEDGE AND AGREE THAT COMPANY HAS OFFERED ITS SERVICE AND ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND COMPANY, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. YOU ACKNOWLEDGE AND AGREE THAT COMPANY WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
23. Geographic Disclaimer
We make no representations that the Platform is appropriate or available for use in locations outside of the United States. Access to the Platform and the Platform Content may not be legal for some persons or in some countries outside the United States. If you elect to access and use the Platform and Platform Content from outside of the United States, you do so at your own risk and are solely responsible for complying with all Applicable Law.
24. Governing Law
Except as otherwise provided in the Dispute Resolution provision below, these Terms of Service and all Additional Terms will be construed and enforced under the laws of the State of California applicable to parties residing in and contracts made, executed, and wholly performed within the State of California.
25. Dispute Resolution.
Mandatory Arbitration of Disputes: You and Company each agree that any dispute, claim or controversy arising out of or relating to these Terms of Service, or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Platform and/or the Services, including any dispute relating to these arbitration provisions themselves (collectively, “ Disputes”) will be resolved solely by binding individual arbitration and not in a class, representative or consolidated action or proceeding. You and Company agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive termination of these Terms of Service.
Exceptions and Opt-Out: As limited exceptions to subsection (1) above: (i) you may seek to resolve a Dispute in small claims court in your county of residence or in the Superior Court of California, County of San Francisco, if all the requirements of the small claims court are satisfied; and (ii) we each retain the right to seek injunctive or other equitable relief from a state or federal court located in the Northern District of California specifically to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt-out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at support@redcircle.com within thirty (30) days following the date you first agree to these Terms of Service.
Conducting Arbitration and Arbitration Rules: The arbitration will be conducted by the American Arbitration Association (“ AAA”) under its Consumer Arbitration Rules (the “ AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at http://www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator will have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of these arbitration terms.
Arbitration Costs: Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Company will pay for all filing, administration, and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If Company prevails in arbitration, the Company will pay all of its attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under Applicable Law.
Class Action Waiver: You and Company 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, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section will be null and void.
Effect of Changes on Arbitration: Notwithstanding the provisions of Section entitled “Changes to the Platform and Terms of Service” above, if Company changes any of the terms of this Section entitled “Dispute Resolution” after the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service), you may reject any such change by sending us written notice (including by email to support@redcircle.com) within thirty( 30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Company’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the terms of this Section entitled “Dispute Resolution” as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms).
Severability: With the exception of any of the provisions stated under the " Class Action Waiver" subsection, if an arbitrator or a court of competent jurisdiction decides that any part of these Dispute Resolution terms is invalid or unenforceable, the other parts of these Dispute Resolution terms will still apply.
26. Waivers of Certain Legal Rights
You agree that you will only sue Company and any other applicable Company Indemnitees as an individual, and that you will not file a class action or participate in a class action against any one or more of such parties.
No claim or action relating in any way to these Terms of Service, the Privacy Policy, the Additional Terms, the Platform, the Platform Content or any User Content, or otherwise with respect to the subject matter hereof, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause of action arose). Otherwise, such cause of action is permanently barred.
27. Electronic Signatures
In order to facilitate certain transactions and/or Services available to you under your selected Service Plan, you may be given the option to sign certain documents, including, but not limited to, quotes, updates, notifications or other information that you request, transaction receipts, documents requiring your signature, or any other documents (“ Service Communications”) electronically by either checking the appropriate box or engaging in a similar online process as instructed online. You agree that by selecting the appropriate button within or adjacent to the applicable Communication or engaging in a similar online electronic signature process, you are providing your electronic signature and agree to be bound by the terms and conditions contained in such Communication just as if you had signed your name to a paper document.
28. Entire Agreement
These Terms of Service, together with the Privacy Policy and any Additional Terms that apply to you, constitute the entire agreement you have with us regarding the Platform, the Platform Content and User Content, the Services, and any other subject matter set forth herein and supersede any and all prior or inconsistent understandings that may apply to such subject matter.
29. Severability
The illegality, invalidity, or unenforceability of any term or condition contained in these Terms of Service is severable and will not affect the rest of these Terms of Service. Headings are purely for reference and will not affect the meaning of any term or condition. Any provision which must survive to allow us to enforce its meaning will survive termination.
30. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and Company by this Agreement.
31. Assignment
We may freely assign, delegate, subcontract, or transfer our rights, obligations, and/or duties under these Terms of Service or any of the Additional Terms to any party at any time without notice to you. You may not assign, delegate, subcontract, or transfer any of your rights, obligations, or duties under these Terms of Service or any of the Additional Terms to anyone else.
32. Waiver
Any provision of these Terms of Service may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Company to exercise or enforce any right or provision of these Terms of Service or any of the Additional Terms will not constitute a waiver of such right or provision.
33. Notices
We may deliver notice to you under these Terms of Service or any of the Additional Terms by means of email, a general notice on the Platform, or written communication delivered by First-Class U.S. Mail to your address on record in your Account, if any. You may give notice to us at any time by letter delivered by First-Class U.S. Mail or overnight courier, return receipt requested, postage prepaid, to the following address:
RedCircle Technologies, Inc.
Attn: Legal
2093 Philadelphia Pike #4216
Claymont, DE 19703
United States of America
34. Notice for California Residents
Under California Civil Code Section 1789.3, users of the Platform from California are entitled to receive information on how to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform. Such complaints or requests may be submitted to Company by email at support@redcircle.com.
35. Contact us
If you have any questions about these Terms of Service, please contact us by email at support@redcircle.com, or by mail to 2093 Philadelphia Pike #4216, Claymont, DE 19703, United States of America.
© 2026 RedCircle Technologies, Inc. All rights reserved.