Terms of Service

Version 1.0 · Effective [EFFECTIVE DATE]

Draft, not yet in force. This document has not been reviewed by counsel and every [BRACKETED TOKEN] below still needs a real value.

These Terms of Service (the "Terms") are a binding agreement between [LEGAL ENTITY NAME], a North Carolina [ENTITY TYPE] ("CircaSale", "we", "us"), and the organization that creates a CircaSale account ("Customer", "you"). By creating an account, clicking to accept, or using the Service, you agree to these Terms on behalf of that organization and represent that you are authorized to do so.

1. Territory: the United States only

CircaSale is offered solely in the United States. We do not offer, market, or make the Service available to organizations or individuals outside the United States, and we do not monitor the behavior of individuals outside the United States.

By accepting these Terms you represent and warrant, and you continue to represent and warrant for as long as you use the Service, that:

your organization is formed, established, and operating in the United States;
you will access and use the Service from within the United States;
the sales, events, and physical locations you manage through the Service are located in the United States; and
you will not use the Service to collect, store, or process the personal data of individuals located in the European Economic Area, the United Kingdom, or Switzerland.

The Service is built on these assumptions throughout: addresses are US-format, all amounts are in United States dollars, event timezones are US timezones, and printed materials use US paper sizes. It is not designed for, and we make no representation that it is suitable for or compliant with the laws of, any jurisdiction outside the United States.

A breach of this Section 1 is a material breach. We may suspend or terminate your account under Section 12 if we determine that you are outside the United States or are using the Service for non-US data, and we may do so without the cure period that section otherwise provides.

2. The Service

CircaSale is software for running consignment and pop-up sale events. It includes an organizer dashboard, a self-service portal for your consignors, a point-of-sale application for your registers, and the hosted services that connect them (together, the "Service").

We may change, add, or remove features. If we remove a feature you materially rely on, we will give you reasonable notice at the email address on your account.

3. Accounts and users

An account belongs to your organization, not to any individual. You are responsible for:

the accuracy of the information you provide, including the postal address used for email-compliance purposes;
the security of your credentials, and for all activity under your account;
the conduct of every user you invite, in any role; and
notifying us promptly at [SUPPORT EMAIL] if you believe an account has been compromised.

You must be at least 18 years old to create an account.

4. Fees

CircaSale charges a per-event fee. It is not a subscription. There is no recurring charge, no billing period, no renewal date, no trial clock, and no proration. You are charged once for each event you publish, at the rate in effect for your account when that event is published.

All fees are stated and payable in United States dollars. We do not bill in any other currency.
Card payments are processed by Stripe. We do not store your card details.
Fees are non-refundable except where these Terms or applicable law say otherwise. Refunding a fee does not retract an event that is already running.
An unpaid balance from a previous event may block the publication of a new one. It will never block selling: the register, transaction sync, voids, and refunds continue to work in every billing state.
Fees are exclusive of any taxes. You are responsible for any sales, use, or similar taxes arising from your purchase, other than taxes on our net income.

5. Your data, and your role in it

Between you and us, you own the data you put into the Service: your events, your inventory, your consignor records, your transaction history, and the shopper information your staff captures at the register ("Customer Data").

You are the controller of Customer Data. We process it on your instruction in order to provide the Service, as described in our Privacy Policy. You are responsible for:

having a lawful basis to collect the personal information you enter or capture;
the notices and disclosures you present to your consignors and shoppers;
your own agreements with your consignors and volunteers, which you author and publish through the Service; we are not a party to them and do not review them; and
honoring requests from individuals about their own information. The Service provides export and deletion tools for this purpose.

Marketing email

If you use the Service to send marketing email, you must comply with the CAN-SPAM Act. The Service will attach an unsubscribe link, your postal address, and one-click unsubscribe headers to every such message, and will refuse to send if your account has no postal address on file. You must not disable, obscure, or work around these mechanisms, and you must honor opt-outs.

Marketing consent captured through the Service is recorded with the wording exactly as it was shown. Do not send marketing email to anyone who has not opted in through that mechanism or an equivalent one you can evidence.

6. Acceptable use

You may not, and may not permit anyone else to:

use the Service outside the United States, or for data about individuals outside the United States, contrary to Section 1;
use the Service to collect personal information as a condition of accepting a card payment, where doing so is restricted by law;
upload unlawful, infringing, or malicious content;
attempt to gain access to another organization's data, probe or test our security, or circumvent any access control or rate limit;
resell, sublicense, or provide the Service as a service bureau to a third party;
reverse engineer the Service except to the extent that restriction is unenforceable; or
use the Service to send unsolicited commercial messages.

7. Intellectual property

We own the Service, including all software, designs, and documentation, and all intellectual property rights in it. We grant you a non-exclusive, non-transferable, revocable right to use the Service during the term of this agreement, for your own consignment sale operations, in the United States.

You grant us a limited licence to host, copy, transmit, and display Customer Data solely to provide the Service to you, to secure it, and to support you.

If you send us feedback or suggestions, we may use them without obligation to you.

8. Third-party services

The Service depends on third-party providers for hosting, database, email delivery, and payment processing. They are listed at circasale.com/subprocessors. We are responsible for our own performance, not theirs, and their outages may affect the Service.

9. Availability

We aim to keep the Service available, but we do not commit to an uptime percentage under these Terms. The point-of-sale application is designed to keep working offline and to sync when a connection returns; that is deliberate, and it is the mitigation you should rely on during a sale.

10. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

We are not your accountant, your tax adviser, or your lawyer. The Service computes payouts, applies a sales tax rate you configure, and produces reports and statements, but you are responsible for the correctness of what you configure and for your own tax, reporting, and legal obligations.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

These limits do not apply to your payment obligations, your indemnity obligations, or to either party's liability for gross negligence, willful misconduct, or fraud. Some states do not allow certain limitations, so parts of this section may not apply to you.

12. Term, suspension, and termination

These Terms apply from the moment you create an account until the account is closed.

You may stop using the Service and close your account at any time. We may suspend or terminate your account if you materially breach these Terms and do not cure the breach within thirty (30) days of notice, except for a breach of Section 1 (Territory) or Section 6 (Acceptable use), which we may act on immediately.

On termination, you may export your data for ninety (90) days. After that we may delete it. Sections 7, 10, 11, 13, 14, 15, and 16 survive.

13. Indemnification

You will defend, indemnify, and hold us harmless against any third-party claim arising out of (a) Customer Data, (b) your use of the Service in breach of these Terms or applicable law, (c) your agreements with your consignors, volunteers, or shoppers, or (d) your marketing communications. We will notify you of the claim, give you control of the defense, and cooperate reasonably at your expense.

14. Dispute resolution: arbitration and class waiver

Read this section carefully. It affects how disputes are resolved and limits your right to a jury trial and to participate in a class action.

Before starting a formal proceeding, the parties will try in good faith to resolve the dispute informally for thirty (30) days after written notice to [LEGAL NOTICE EMAIL].

Any dispute not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be seated in [COUNTY] County, North Carolina, before one arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. Disputes will be arbitrated only on an individual basis. Neither party may bring a claim as a plaintiff or class member in a class, collective, consolidated, or representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim will proceed in court under Section 15 and the rest of this section will remain in force.

Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive or equitable relief in court to protect its intellectual property or confidential information.

15. Governing law and venue

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For any dispute not subject to arbitration under Section 14, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY] County, North Carolina, and waive any objection to that forum.

16. Changes to these Terms

We may update these Terms. If a change is material, we will give at least thirty (30) days' notice by email to the address on your account and by posting the updated version here with a new version number and effective date. Your continued use of the Service after the effective date is acceptance. If you do not agree, stop using the Service and close your account before that date.

We record which version of these Terms you accepted, when, and the wording that was displayed to you when you accepted it.

17. General

Entire agreement. These Terms and the Privacy Policy are the entire agreement between us on this subject and supersede any prior discussions.
Assignment. You may not assign these Terms without our written consent, except to a successor of your organization. We may assign to an affiliate or in connection with a merger or sale of assets.
Severability. If a provision is unenforceable, the rest remains in force.
No waiver. A failure to enforce a provision is not a waiver of it.
Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
Notices. We may give notice by email to the address on your account. You give notice to [LEGAL NOTICE EMAIL] and [POSTAL ADDRESS].
Independent contractors. Nothing here creates a partnership, agency, or employment relationship.

18. Contact

[LEGAL ENTITY NAME]
[POSTAL ADDRESS]
[SUPPORT EMAIL]