RedCircle Technologies, Inc.
360 Pine St. Suite 700
San Francisco, California 94104
When you agree to these terms, by using the Site or any of the Services, you are agreeing, with limited exception, to resolve any disputes between you and RedCircle through binding individual arbitration rather than in court. Please carefully review the section entitled “Dispute Resolution” for details regarding arbitration and the procedure to opt out of arbitration, should you choose to do so.
Our Services are evolving, and hence we may update them and the Terms from time to time. If we modify the Terms, we’ll let you know either by posting the updated Terms on our Site or App or through other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in the section entitled “Effect of Changes on Arbitration,” you may not use the Services anymore. We may, at our sole discretion, change or discontinue all or any part of the offerings we provide via our Services, at any time and without notice.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. RedCircle does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. RedCircle reserves the right to modify, revise, or remove the Services we provide, including the Site, at RedCircle’s sole discretion without notice. RedCircle may restrict access to some parts of the Site, or other Services. RedCircle will not be liable for any outages to the Site or other Services that may occur, for whatever reason.
You may use the Services only if you are 18 years or older and capable of forming a binding contract with RedCircle and are not barred from using the Services under applicable law. If you are located outside the United States of America, some or all of the Monetization Services may be unavailable.
If you want to use certain features of the Services you’ll have to create an account (“Account”). It’s important that you provide us with accurate, complete, and up-to-date information for your Account and you agree to update such information to keep it accurate, complete, and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone that you do not intend to have full access to your account, and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at email@example.com. Please note though that we may use, copy, modify, make derivatives of, or publish Feedback that you send us. Toward that end, you grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license (with the right to sublicense) to any and all intellectual property rights in the Feedback you provide us.
By using the Services, you expressly represent and warrant that your use of the Services is solely for your personal use. When using the Services, you agree to comply with all applicable laws. By using the Services, you represent, warrant, and agree to all of the following:
You agree not to do any of the following, and acknowledge that any of the following conduct is grounds for account suspension or termination:
For some activities related to the Services, RedCircle may permit you to use a personal computer equipped with an active connection to an internet service provider to access your RedCircle accounts and policies, and to perform certain transactions as available. To facilitate this, 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 (“Communications”) electronically by either checking the appropriate box or engaging in a similar online process as instructed online. You agree that by checking the appropriate box 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 in such Communication just as if you had signed your name to a paper document.
In the course of providing the Services, RedCircle will necessarily be obtaining and storing data related to your User Content, including but not limited to, number of downloads, number of advertisers, number of advertisements heard, number of donors, revenue earned, and data on ad effectiveness. As the podcast creator you own this data, but hereby agree to grant to RedCircle a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly perform or display this data related to your User Content in the course of our operations, marketing, or provision of the Services generally, provided that any public use, display, or presentation of the data by RedCircle will not be attributed to you or your podcast by name, unless you grant separate approval for such use.
In addition to the hosting and analytics services that RedCircle provides, RedCircle also offers certain monetization services for podcast creators interested in monetizing their podcasts, including but not limited to, facilitating donations, acquiring advertising relationships, and ad placement (the “Monetization Services”).
Application of This Section. These Terms of Service, in their entirety, apply to the use of all of our Services, including the Monetization Services. This section of the Terms (Monetization Services for Podcast Creators) contains specific provisions that are specifically applicable to account holders who choose to utilize the RedCircle Monetization Services, including RedCircle Donations, RedCircle Exclusive Content, and any other services which, now or in the future, enable you to collect money through your usage of RedCircle. This section of the Terms becomes applicable to podcast creators at the time they agree to connect their bank account with our payment processor, as part of setting up the Monetization Services.
Changes to Monetization Services and Terms. RedCircle may establish additional or modified policies and rules relating to the use of Monetization Services at any time by posting them to our Site, through a notice provided through the Services, via email, or by other reasonable means. Such policies and rules, in addition to these Terms, which themselves may be updated, will govern your access to and use of the Monetization Services.
Non-Exclusivity. The Monetization Services are offered on a non-exclusive basis. If you choose to use the Monetization Services, you remain free to work with other partners providing similar services to those provided by RedCircle. Likewise, RedCircle reserves the right to provide Monetization Services to other persons, entities, and podcast creators, at its sole discretion.
Representations and Warranties Related to Use of Monetization Services. You make the following representations and warranties, related to your use of the Monetization Services:
Your Responsibilities. You acknowledge that all of the following are your responsibilities as a user of the Monetization Services:
RedCircle’s Role and Responsibilities. RedCircle makes the following commitments:
Donations from Listeners. The Monetization Services may enable you to accept financial contributions from listeners who subscribe to your User Content through the RedCircle Donations feature. You acknowledge that these financial contributions are voluntary and may be cancelled at any time, and that you have no right to any future amounts from any listener or donor.
Payment, Commissions, and Fees. The revenue that you’re eligible to receive from advertisers will be based on the number of impressions the sponsored content receives, as measured by RedCircle based on data received from its own metrics and those of applicable podcast distributors. Revenue collected from your advertisers by RedCircle will be distributed to your account after appropriate fees and commissions have been deducted by RedCircle. In addition to the standard commission (above) that RedCircle retains, RedCircle also reserves the right to charge you a portion of the costs of any fees - e.g. credit card fees or mobile platform fees - that we incur in connection with our management of your User Content or your usage of the Monetization Services. Without limiting anything herein to the contrary, RedCircle also reserves the right to change the commission rate published in our Fee Schedule from time to time, with reasonable prior notice to you in writing. Fees and commissions may be withdrawn from revenue prior to it becoming available to you. The ability to withdraw revenue may be delayed before it becomes available to you, or may be subject to other restrictions such as minimum amount withdrawal thresholds.
There may be circumstances wherein RedCircle is unable to make payments to you in connection with the Monetization Services, including but not limited to circumstances where technical limitations hinder the ability to transfer payment, bank account information has been changed, your account has been suspended or terminated, the advertiser has not yet transferred payment to RedCircle, or where your performance or recording of the advertisement was not in line with the provided requirements of the advertiser. You agree that, in such circumstances, you will hold RedCircle harmless for the non-payment and will assist in remedying the situation to the extent that your assistance is needed to help facilitate the payment, provided that RedCircle as well undertakes commercially reasonable efforts to remedy the situation. You also agree that in the event your account is suspended or becomes inactive, RedCircle reserves the right to discontinue recurring donations or payments to your account.
Net of Taxes. Amounts to be paid under this Agreement are exclusive of VAT, GST, HST, sales taxes or other similar taxes, duties, charges or assessments ("Indirect taxes"). Indirect taxes will be added on top of agreed amounts as per local legislation. Each party shall be solely responsible for payment of all Indirect taxes it is legally obliged to pay arising as a result of this Agreement or otherwise. Further each party shall be solely responsible for collection and remittance of all Indirect taxes it is legally obliged to collect and remit. Each party shall be solely responsible for payment of any tax assessed on its income. The Parties acknowledge that as of the Effective Date and to the best of their knowledge, there is no withholding tax applicable to payments due under this Agreement. In case the local law and /or changing in the law requires the application of withholding tax, both parties will work together to mitigate it. The parties further acknowledge that they will collect all relevant documentation needed in the event of a tax audit.
RedCircle does reserve the right to refund money paid to you or your Account by donors, and/or payments paid by advertisers for your Monetized Content. If RedCircle exercises this right, you shall reimburse RedCircle for such refund payments. To the extent that you fail to reimburse such payments to RedCircle, you hereby agree that we may offset such refund payments to donors or advertisers against subsequent payments required to be made to you.
Termination of Monetization Services. You may stop using the Monetization Services at any time. Or, in rare cases, we may prohibit some users for using the Monetization Services, if - for example - they are found to be in violation of our Terms. Such terminations or discontinuations, however, shall in no way affect any compensation and/or commissions that you or RedCircle are entitled to for contracts, agreements, engagements, and/or introductions of the Show that RedCircle had procured for you.
You agree that these Terms in their entirety, including all other sections outside of the section entitled “Monetization Services” are fully applicable to the Monetization Services are they are to any other Service provided by RedCircle, notably including, but not limited to, the section entitled “General Prohibitions” and the section entitled “Dispute Resolution” and all associated arbitration provisions contained therein.
You understand that by agreeing to make donations to a podcast creator through Donation Services, you will be authorizing RedCircle to collect, store, transfer, and charge your payment method on file for the agreed upon amount. All Charges and payments will be enabled using the preferred payment method designated in your account. 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. Charges paid by you are final and non-refundable, unless otherwise determined by RedCircle. All donations to podcast creators are voluntary and may be cancelled at anytime. RedCircle may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services. You further acknowledge that your donations to a podcast creator do not grant you any rights in User Content of that creator.
Endorsements that we use on the site have been given willingly by our customers and supporters. They have not been paid for by RedCircle.
The following disclaimers are made on behalf of RedCircle, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. The Services are provided on an "as is" basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Services. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. We do not warrant that your use of the Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, error-free, or will meet your requirements, that any defects in the Services will be corrected, or that the Services is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Services.
You agree to indemnify, protect and hold RedCircle and its parents, subsidiaries, affiliates, and assigns, and their respective officers, directors, employees, agents, representatives and service providers harmless from any and all claims, demands, damages, suits, losses, liabilities and causes of action (including without limitation, the cost of defense, attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by RedCircle or its parent, subsidiary and/or affiliated companies) arising directly or indirectly from, as a result of or in connection with: (i) your User Content; (ii) your failure to comply with any of these Terms; (iii) violation of any applicable laws, rules or regulations related to your use of the Services; and (iv) your use of the Services. RedCircle reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RedCircle in asserting any available defenses.
Neither RedCircle nor any other party involved in creating, producing, or delivering the Services will be liable for any incidental, special, exemplary, or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage, or system failure or the cost of substitute services of any kind arising out of or in connection with these Terms or from the use or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not RedCircle or any other party has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. In no event will RedCircle's total liability arising out of or in connection with these Terms or from the use of or in ability to use the Services exceed one thousand US dollars ($1,000). The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between RedCircle and you.
RedCircle makes no representation that all Services are appropriate or available for use in your jurisdiction. Some products and services may not be available in all jurisdictions. If you choose to access the Site or Services, you do so on your own initiative and are responsible for compliance with any applicable local, state, and federal laws, rules and regulations.
The information presented throughout the Site (and Services) is made available for general information purposes only. RedCircle does not warrant the accuracy, completeness, or usefulness of the information. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Site or user of the Services, or by anyone who may be informed of any of its contents.
The Services (including the App) may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
Except as otherwise provided in the Dispute Resolution provision below, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions.
Mandatory Arbitration of Disputes: You and RedCircle each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (which includes Monetization 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 RedCircle agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and RedCircle are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
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 firstname.lastname@example.org within thirty (30) days following the date you first agree to these Terms.
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 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 shall 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. We’ll 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 we prevail in arbitration we’ll pay all of our 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 RedCircle agree that each may bring claims against the other only in your or its individual capacity, and not as a paintiff 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 shall be null and void.
Effect of Changes on Arbitration: Notwithstanding the provisions of Section entitled “Changes to Terms and Services” above, if RedCircle changes any of the terms of this Section entitled “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to hello@tryRedCircle.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of RedCircle’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 RedCircle in accordance with the Terms of this Section entitled “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Severability: With the exception of any of the provisions in subsection 5 ("Class Action Waiver"), if an arbitrator or a court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Any notices or other communications provided by RedCircle under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
RedCircle’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of RedCircle. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
These Terms constitute the entire and exclusive understanding and agreement between RedCircle and you regarding your use of the Services, and these Terms supersedes and replaces any and all prior oral or written understandings or agreements between RedCircle and you regarding the use of the Services. This notwithstanding, some parties to these Terms may additionally enter into other agreements with RedCircle that modify or extend the provisions of these Terms. (For instance an advertiser may also enter into an Advertising Agreement with RedCircle). In such cases the various agreements between the parties should be read in conjunction.
If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without RedCircle’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. RedCircle may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
RedCircle is committed to the principles of equal employment opportunity. Applications are considered for all positions without regard to race, sex, sexual orientation, ethnicity, religion, national origin, age, disability (so long as such disability can be reasonably accommodated), or any other status protected by applicable law. RedCircle encourages all qualified applicants to apply.
If you have any questions about these Terms or the Services, please contact us at email@example.com.