Terms and Conditions (EU)

CLOSECIRCLE CREATOR TERMS AND CONDITIONS (EU)

CloseCircle s.r.o. - Czech Republic

Effective Date: December 1, 2025
Last Updated: December 1, 2025

CLOSECIRCLE S.R.O. - CREATOR TERMS AND CONDITIONS (EU)

Effective Date: December 1, 2025
Company: CloseCircle s.r.o.
Registration: Czech Republic, EU
Tax ID: CZ 23109777
Address: Na Malé Šárce 801, Nebušice, 164 00 Praha, Czech Republic
Governing Law: Czech Republic and European Union Law

1 INTRODUCTION AND ACCEPTANCE

1.1 Agreement Formation and Legal Framework
These Creator Terms and Conditions constitute a legally binding agreement between CloseCircle s.r.o., a limited liability company incorporated under Czech law ("CloseCircle," "Platform," "Company," "we," "us," or "our"), and content creators who utilize our live streaming platform services ("Creator," "you," or "your"). This agreement is governed by the laws of the Czech Republic and the applicable regulations of the European Union, including but not limited to the Digital Services Act (Regulation EU 2022/2065), the e-Commerce Directive (2000/31/EC), the General Data Protection Regulation (2016/679), and the Consumer Rights Directive (2011/83/EU).

By creating a Creator account, uploading content, scheduling live events, or otherwise utilizing CloseCircle's platform services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety. Your continued use of the platform constitutes ongoing acceptance of these terms and any modifications we may make from time to time. If you do not agree with any provision of these terms, you must immediately cease all use of our platform and services.

1.2 Platform Neutrality and Content Independence
CloseCircle operates as a neutral technical intermediary and hosting service provider under Article 14 of the e-Commerce Directive and the Digital Services Act framework. We provide technical infrastructure, payment processing, and streaming capabilities while maintaining a strictly neutral, passive, and technical role regarding all creator content. CloseCircle does not exercise editorial control over creator content, does not curate or recommend specific content, and does not make editorial decisions regarding the substance, quality, or appropriateness of creator content beyond automated compliance monitoring systems.

All content creation, editorial decisions, performance scheduling, audience engagement, and content-related business decisions remain exclusively within the creator's control and responsibility. This fundamental separation of technical infrastructure provision from content creation and editorial control is essential to maintaining CloseCircle's status as a hosting service provider entitled to liability exemptions under EU law.

1.3 Creator Independence and Business Relationship
Creators utilizing CloseCircle's platform operate as independent contractors and business entities, not as employees, agents, or representatives of CloseCircle s.r.o. The relationship between CloseCircle and creators is strictly that of a technology service provider and independent business customer. Creators maintain complete autonomy over their content creation, business operations, audience relationships, pricing decisions, and performance scheduling.

CloseCircle does not direct, control, or supervise creator business activities, content creation processes, or audience engagement strategies. Creators are responsible for their own business development, marketing, audience acquisition, content planning, and all aspects of their independent business operations. This independent contractor relationship is fundamental to the legal framework governing platform liability and creator responsibility allocation under EU law.

2 DEFINITIONS AND INTERPRETATION

2.1 Platform and Technical Terms
"Platform" refers to the CloseCircle technical infrastructure, including websites, mobile applications, streaming servers, payment processing systems, user interface elements, and all related technical components that enable live streaming events and audience interaction.

"Live Event" means real-time streaming content broadcast by creators to audiences at specific scheduled dates and times, including but not limited to performances, presentations, educational content, entertainment programming, and interactive sessions.

"Creator Content" encompasses all materials, performances, presentations, audio, video, text, images, and other content created, uploaded, broadcast, or otherwise made available by creators through the platform, including live performances and any recorded or archived materials.

"Technical Infrastructure" includes servers, content delivery networks, payment processing systems, user authentication systems, streaming protocols, and all technical components that enable platform functionality without involving editorial or content-related decision-making.

2.2 Legal and Regulatory Terms
"Hosting Service Provider" refers to CloseCircle's legal status under Article 14 of the e-Commerce Directive as a provider of technical hosting services entitled to liability exemptions for third-party content under specified conditions.

"Digital Services Act" or "DSA" means Regulation (EU) 2022/2065 on a Single Market for Digital Services, which establishes the regulatory framework for online intermediary services within the European Union.

"GDPR" refers to Regulation (EU) 2016/679, the General Data Protection Regulation, which governs the processing of personal data within the European Union.

"Consumer Rights Directive" means Directive 2011/83/EU on consumer rights, including the specific exemptions for live events and leisure activities provided in Article 16(l).

2.3 Business and Financial Terms
"Revenue Share" refers to the financial arrangement whereby creators receive eighty percent (80%) of net ticket sales revenue after deduction of payment processing fees, with CloseCircle retaining twenty percent (20%) plus a fixed fee of €0.50 per viewer as platform service compensation.

"Net Revenue" means gross ticket sales minus payment processing fees, chargebacks, refunds, applicable taxes, and any other mandatory deductions required by law or payment processors.

"Merchant of Record" describes CloseCircle's role in processing payments, handling tax obligations, and managing financial transactions on behalf of creators while maintaining creator responsibility for content and performance delivery.

3 CREATOR ELIGIBILITY AND VERIFICATION

3.1 Age and Legal Capacity Requirements
All creators must be at least eighteen (18) years of age and possess full legal capacity to enter into binding contracts under the laws of their jurisdiction of residence. Creators under the age of majority in their jurisdiction must obtain appropriate parental or guardian consent and may be subject to additional verification requirements and content restrictions.

Creators must provide accurate age verification documentation when requested and acknowledge that misrepresentation of age or legal capacity constitutes grounds for immediate account termination and forfeiture of all pending payments. CloseCircle reserves the right to request additional age verification documentation at any time and to suspend creator accounts pending satisfactory verification.

3.2 Identity Verification and Documentation
Creators must provide accurate, complete, and current identification information, including legal name, address, tax identification numbers, and any other information required for compliance with applicable laws, tax obligations, and payment processing requirements. All information provided must be truthful and verifiable through official documentation.

CloseCircle utilizes Tipalti for creator onboarding and payment processing, which requires comprehensive identity verification, tax documentation, and compliance screening. Creators must complete all required Tipalti verification processes and maintain current information throughout their relationship with the platform. Failure to complete verification or maintain accurate information may result in payment delays, account restrictions, or termination.

3.3 Content and Performance Standards
Creators must demonstrate the ability to deliver professional-quality live streaming content and maintain reliable performance standards. This includes having appropriate technical equipment, stable internet connectivity, and the capability to deliver scheduled performances consistently and professionally.

Creators are expected to maintain professional standards in their interactions with audiences, adherence to scheduled performance times, and overall platform conduct. Repeated technical failures, missed performances, or unprofessional conduct may result in account restrictions or termination at CloseCircle's discretion.

3.4 Legal and Regulatory Compliance
Creators must be in good standing under all applicable laws and regulations in their jurisdiction of residence and any jurisdictions where their content may be accessed. This includes compliance with content regulations, tax obligations, business licensing requirements, and any other legal requirements applicable to their content creation and business activities.

Creators must not be subject to any legal restrictions, court orders, or regulatory actions that would prohibit their participation in live streaming activities or their ability to receive payments through international payment processing systems. CloseCircle reserves the right to verify legal standing and compliance status at any time.

4 PLATFORM SERVICES AND TECHNICAL INFRASTRUCTURE

4.1 Hosting and Technical Services
CloseCircle provides technical hosting services, streaming infrastructure, and payment processing capabilities that enable creators to broadcast live events to paying audiences. Our services include content delivery networks, streaming servers, user authentication systems, payment processing integration, and basic platform functionality necessary for live event delivery.

As a hosting service provider under Article 14 of the e-Commerce Directive, CloseCircle maintains a neutral, technical, and passive role regarding creator content. We do not exercise editorial control, content curation, or content-related decision-making beyond automated compliance monitoring systems required by applicable law.

4.2 Payment Processing and Financial Services
CloseCircle serves as the merchant of record for all ticket sales, processing payments through secure payment systems and handling tax obligations in accordance with applicable laws. We ensure appropriate taxes are collected and remitted according to local tax requirements in each jurisdiction.

Payment processing includes fraud prevention, chargeback management, refund processing (when applicable), and compliance with payment card industry standards. Creators acknowledge that all payment processing decisions, including fraud prevention measures and chargeback disputes, are made by CloseCircle or our payment processing partners in their sole discretion.

4.3 Content Delivery and Streaming Infrastructure
Our technical infrastructure enables real-time streaming of creator content to audiences worldwide through content delivery networks, streaming protocols, and technical systems designed to ensure reliable content delivery. This infrastructure operates independently of content creation and editorial decisions, which remain exclusively within creator control.

CloseCircle provides technical support for streaming functionality, platform usage, and basic technical issues. However, creators remain responsible for their own content creation equipment, internet connectivity, and technical preparation necessary for successful live event delivery.

4.4 Data Processing and Analytics
CloseCircle processes technical data necessary for platform operation, including user authentication, payment processing, streaming analytics, and basic platform functionality. All data processing is conducted in accordance with GDPR requirements and our Privacy Policy.

Creators receive access to basic analytics regarding their audience engagement, ticket sales, and performance metrics.

4.3.1 Service Modification and Discontinuation Rights
CloseCircle reserves the absolute right to modify, suspend, discontinue, or remove any platform features, services, or functionality at any time, for any reason or no reason, with or without notice to creators. This includes but is not limited to: streaming capabilities, payment methods, revenue sharing structures, user interface elements, technical features, third-party integrations, or any other aspect of platform services.

Creators acknowledge and agree that they have no vested rights in any platform features or functionality, and that CloseCircle may change, modify, or discontinue any services without liability to creators. Such modifications may include changes to revenue sharing percentages, fee structures, payment processing methods, technical requirements, or any other operational aspects of the platform.

CloseCircle may discontinue the platform entirely with thirty (30) days advance notice to creators. In the event of platform discontinuation, CloseCircle's sole obligation shall be to pay creators any earned but unpaid revenue (subject to all applicable holds, reserves, and deductions) within ninety (90) days of discontinuation. Creators shall have no claim for lost future revenue, business interruption, or any other consequential damages arising from platform modifications or discontinuation. However, detailed audience data and personal information remain subject to privacy protection requirements, and creators must comply with all applicable data protection laws in their use of any audience information.

5 REVENUE SHARING AND PAYMENT TERMS

5.1 Revenue Sharing Structure
CloseCircle operates on a revenue sharing model whereby creators receive eighty percent (80%) of net ticket sales revenue, with CloseCircle retaining twenty percent (20%) plus a fixed fee of €0.50 per viewer as compensation for platform services, technical infrastructure, payment processing, and regulatory compliance.

Net revenue is calculated as gross ticket sales minus payment processing fees, chargebacks, refunds (when applicable), taxes collected, and any other mandatory deductions required by law or payment processors. The revenue sharing calculation is applied to this net amount, ensuring creators receive their share of actual collected revenue.

5.2 Payment Processing and Timing
Payments to creators are processed through Tipalti on a monthly basis at CloseCircle's discretion. While CloseCircle typically processes payments within thirty (30) days following the end of each calendar month, this timeframe is an estimate only and creates no obligation or expectation of payment within any specific period. Payment timing is subject to verification, compliance screening, tax documentation requirements, business considerations, or other factors determined by CloseCircle in its sole discretion. CloseCircle makes no guarantee regarding payment timing and shall have no liability for payment delays of any duration.

Minimum Payout Threshold:
Creators must accumulate a minimum balance of One Hundred Euros (€100.00) or equivalent in USD ($100.00) before any payment will be processed or disbursed. Balances below this threshold will be carried forward to subsequent payment periods until the minimum threshold is reached. CloseCircle has no obligation to process payments below this minimum amount, and creators acknowledge that small balances may remain indefinitely if the threshold is never reached.

Payout Costs and Fees:
All costs, fees, and charges associated with payment processing and fund transfers are the sole responsibility of the Creator and will be deducted from Creator payments. This includes but is not limited to: Tipalti processing fees, bank transfer fees, wire transfer fees, international transfer charges, currency conversion fees, intermediary bank fees, and any other costs incurred in transferring funds to the Creator. CloseCircle reserves the right to select payment methods and processors at its sole discretion, and Creators acknowledge that different payment methods may incur different fee structures. Creators bear all risks and costs associated with their chosen payment method and banking arrangements. Payment timing may be subject to additional delays for verification, compliance screening, tax documentation requirements, or other factors beyond CloseCircle's control.

CloseCircle reserves the right to hold payments for up to one hundred eighty (180) days to account for potential chargebacks, refunds, disputes, or other financial risks.

5.3.1 Dynamic Fee Adjustments and Risk-Based Pricing
CloseCircle reserves the right to modify the revenue sharing percentage, platform fees, or any other fee structures at any time, with or without notice, based on creator risk profiles, performance history, chargeback rates, complaint volumes, content categories, market conditions, or any other factors determined by CloseCircle in its sole discretion.

High-risk creators (including but not limited to those with elevated chargeback rates, frequent viewer complaints, controversial content, or patterns indicating increased financial or reputational risk) may be subject to modified revenue sharing arrangements, including platform retention of up to fifty percent (50%) of net revenue, additional per-transaction fees, or mandatory reserve requirements.

Fee modifications may be applied retroactively or prospectively at CloseCircle's discretion. Creators who do not accept modified fee structures may terminate their accounts, but such termination does not relieve creators of any obligations or liabilities that have already accrued under these Terms. This reserve period may be extended for creators with high chargeback rates, disputed content, or other risk factors as determined by CloseCircle in its sole discretion.

5.3 Chargeback and Dispute Liability
Creators bear unlimited liability for all chargebacks, payment disputes, refund requests, and related fees arising from their content or performances. This includes the full amount of any chargeback plus associated processing fees, dispute resolution costs, and administrative expenses.

CloseCircle may deduct chargeback amounts and fees from future creator payments, maintain reserves against potential chargebacks, or require creators to reimburse chargeback amounts directly. Creators with excessive chargeback rates (exceeding 1% of transactions) may be subject to additional fees, account restrictions, or termination.

5.4 Tax Obligations and Compliance
CloseCircle utilizes Anrok for automated tax calculation and collection on all ticket sales in accordance with applicable local tax laws. These taxes are collected from purchasers and remitted to appropriate tax authorities, with creators receiving their revenue share from the net amount after tax collection.

Creators remain responsible for their own income tax obligations on revenue received from CloseCircle. Creators must provide appropriate tax documentation through Tipalti and comply with all tax reporting requirements in their jurisdiction of residence. CloseCircle will provide necessary tax documentation for creator income reporting as required by applicable law.

6 CONTENT STANDARDS AND CREATOR RESPONSIBILITY

6.1 Prohibited Content and Activities
Creators are strictly prohibited from creating, uploading, broadcasting, or otherwise making available any content that violates applicable laws, regulations, or platform policies. Prohibited content includes but is not limited to:

Adult and Sexual Content: ANY sexual content, adult content, nudity, sexually explicit material, sexual performances, adult entertainment, suggestive content, partial nudity, sexual themes, or content of ANY sexual nature is COMPLETELY PROHIBITED. This includes any content that could be considered adult-oriented, sexually suggestive, or inappropriate for general audiences. There are NO EXCEPTIONS to this prohibition.

Hate Speech and Discrimination: Content that promotes hatred, discrimination, or violence against individuals or groups based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristics is prohibited.

Harassment and Bullying: Content that harasses, intimidates, threatens, or bullies individuals or groups is not permitted. This includes doxxing, stalking, or encouraging harassment of others.

Violence and Harmful Content: Content depicting, promoting, or encouraging violence, self-harm, dangerous activities, or illegal behavior is prohibited.

Intellectual Property Violations: Content that infringes copyrights, trademarks, or other intellectual property rights of third parties is not permitted without appropriate authorization.

Illegal Activities: Content that promotes, facilitates, or depicts illegal activities under applicable law is strictly prohibited.

Spam and Deceptive Practices: Content that constitutes spam, contains misleading information, promotes scams, or engages in deceptive practices is prohibited.

Dangerous or Harmful Activities: Content that promotes dangerous challenges, self-harm, suicide, eating disorders, or other harmful activities is strictly prohibited.

Child Safety: Any content that endangers or exploits minors is absolutely prohibited. This includes, but is not limited to, child sexual abuse material (CSAM), grooming, sexualization of minors, or any content that could be harmful to children. CloseCircle has zero tolerance for any content involving minors in inappropriate contexts.

Graphic Violence and Gore: Content that is exclusively focused on extreme, graphic, or gratuitous violence, gore, mutilation, or death is prohibited. This includes content depicting severe bodily harm, dismemberment, or other extremely graphic violent imagery.

Impersonation: Content that impersonates another person, creator, brand, or entity in a deceptive or misleading manner is prohibited. This includes fraudulent misrepresentation of identity, credentials, or affiliations.

Animal Cruelty: Content that depicts, promotes, or encourages animal abuse, cruelty, neglect, or illegal treatment of animals is prohibited. This includes content showing animal fighting, torture, or other forms of animal suffering.

6.2 Creator Content Responsibility
Creators bear sole and exclusive responsibility for all content they create, upload, broadcast, or otherwise make available through the platform. This responsibility includes ensuring content legality, appropriateness, accuracy, and compliance with all applicable laws and regulations.

Creators must conduct their own legal review of content to ensure compliance with applicable laws in all jurisdictions where their content may be accessed. CloseCircle does not provide legal advice regarding content compliance and creators are responsible for obtaining their own legal counsel when necessary.

Creators acknowledge that they are the primary liable party for all content-related legal issues, including but not limited to copyright infringement, defamation, privacy violations, regulatory compliance, and any other legal claims arising from their content.

6.2.1 Audit Rights and Compliance Verification
CloseCircle reserves the right to audit creator compliance with these Terms at any time, with or without notice. Creators must provide all requested documentation, records, communications, content samples, financial information, or other materials within five (5) business days of any audit request.

Failure to cooperate with audits, provide requested materials, or allow CloseCircle reasonable access to information necessary to verify compliance constitutes a material breach of these Terms and grounds for immediate account termination and forfeiture of all pending payments.

If an audit reveals violations of these Terms, creators shall reimburse CloseCircle for all audit costs and expenses, plus any amounts owed due to discovered violations, plus a penalty equal to twenty percent (20%) of any amounts owed. CloseCircle may deduct audit costs and penalties from creator payments or pursue collection through other means.

6.3 Content Monitoring and Enforcement
CloseCircle employs automated content monitoring systems and AI-based tools to detect potentially prohibited content and ensure basic compliance with platform policies. However, these systems are supplementary to creator responsibility and do not relieve creators of their obligation to ensure content compliance.

If content is removed or restricted based on automated detection systems, creators will be provided with a clear statement of reasons and may appeal such decisions in accordance with the Digital Services Act requirements.

CloseCircle reserves the right to remove content, suspend accounts, or terminate creator relationships immediately upon discovery of prohibited content or policy violations. Content removal and account actions are taken at CloseCircle's sole discretion and may be implemented without prior notice.

Creators may appeal content removal or account actions through our established appeals process, but CloseCircle's decisions regarding content compliance and policy enforcement are final and binding.

6.4 Audience Interaction and Community Standards
Creators are responsible for moderating their own audience interactions, chat functions, and community engagement in accordance with platform policies and applicable laws. This includes managing inappropriate audience behavior, preventing harassment, and maintaining appropriate community standards.

Creators must not encourage, facilitate, or participate in harassment, discrimination, or inappropriate behavior toward audience members or other platform users. Creators are expected to maintain professional standards in all audience interactions and community engagement activities.

7 INTELLECTUAL PROPERTY AND LICENSING

7.1 Creator Content Ownership
Creators retain ownership of all original intellectual property rights in content they create, including copyrights, trademarks, and other proprietary rights in their original creative works. CloseCircle does not claim ownership of creator-generated content and acknowledges creator intellectual property rights in their original works.

However, creators must ensure they have all necessary rights, licenses, and permissions for any third-party content, music, images, or other materials incorporated into their content. Creators are solely responsible for obtaining appropriate licenses and ensuring compliance with all intellectual property laws.

7.1.1 Waiver of Moral Rights and Attribution
To the maximum extent permitted by applicable law, creators irrevocably waive all moral rights, droit moral, and similar rights in their content, including rights of attribution, integrity, and the right to object to derogatory treatment or modification of their works.

Creators acknowledge that CloseCircle may use, modify, adapt, excerpt, or display creator content for marketing, promotional, technical, or operational purposes without attribution, approval, or compensation beyond the revenue sharing already provided in these Terms. This includes the right to edit, crop, modify, or alter creator content as necessary for technical, marketing, or operational purposes.

Creators further waive any right to object to CloseCircle's use of their content, name, likeness, or biographical information in connection with platform marketing, case studies, promotional materials, or other business purposes. This waiver survives termination of the creator's account and continues indefinitely.

7.2 Platform License Grant
By uploading or broadcasting content through the platform, creators grant CloseCircle a comprehensive, irrevocable, perpetual, worldwide, royalty-free license to use, reproduce, distribute, display, perform, modify, adapt, and sublicense creator content for all purposes related to platform operation, marketing, and business activities.

This license includes the right to create derivative works, promotional materials, platform demonstrations, and any other uses necessary for platform operation and business development. The license survives termination of the creator relationship and continues in perpetuity for all content previously uploaded or broadcast through the platform.

7.3 Platform Intellectual Property
CloseCircle retains all intellectual property rights in the platform technology, software, algorithms, user interfaces, branding, and all other proprietary elements of the platform infrastructure. Creators receive only a limited, non-exclusive, non-transferable license to use platform services in accordance with these terms.

Creators may not reverse engineer, modify, copy, or create derivative works based on platform technology or intellectual property. Any improvements, modifications, or derivative works created by CloseCircle based on platform operation or creator content become the exclusive property of CloseCircle.

7.4 Intellectual Property Enforcement
Creators must defend, indemnify, and hold harmless CloseCircle against all intellectual property claims arising from creator content, including copyright infringement, trademark violations, and other intellectual property disputes. This indemnification obligation is unlimited and includes all legal fees, damages, and costs.

CloseCircle reserves the right to remove content and terminate creator accounts in response to intellectual property complaints, regardless of the validity of such complaints. Creators may appeal intellectual property actions through established procedures, but CloseCircle's decisions regarding intellectual property enforcement are final and binding.

8 TERMINATION AND ACCOUNT MANAGEMENT

8.1 Termination Rights and Procedures
CloseCircle reserves the absolute, unrestricted, and unconditional right to terminate any creator account at any time, for any reason or no reason, with or without notice, and without liability to the creator. This termination right is exercised at CloseCircle's sole and absolute discretion and may be implemented immediately without prior warning or opportunity to cure.

Termination may be triggered by policy violations, content compliance issues, excessive chargebacks, technical problems, business considerations, legal requirements, or any other factors deemed relevant by CloseCircle. Creators acknowledge that they have no right to continued platform access and no expectation of ongoing business relationship with CloseCircle.

8.2 Effects of Termination
Upon termination, creators immediately lose all access to platform services, creator accounts, analytics data, and any other platform-related services or information. Terminated creators are prohibited from creating new accounts or accessing platform services through alternative means.

All pending payments may be forfeited upon termination, particularly in cases involving policy violations, prohibited content, or other misconduct. CloseCircle reserves the right to withhold payments indefinitely to account for potential chargebacks, legal claims, or other liabilities arising from creator activities.

8.3 Content Removal and Data Retention
CloseCircle may remove all creator content immediately upon termination and has no obligation to preserve, return, or provide access to creator content following account termination. Creators are responsible for maintaining their own backups and copies of content.

However, CloseCircle retains the right to preserve creator content for legal compliance, dispute resolution, or other business purposes as permitted by applicable law and our Privacy Policy. The comprehensive license granted by creators continues in perpetuity regardless of account termination.

8.4 Survival of Terms
Certain provisions of these terms survive account termination, including intellectual property licenses, indemnification obligations, liability limitations, dispute resolution procedures, and any other provisions that by their nature should survive termination. Creators remain liable for all obligations, debts, and liabilities arising from their platform usage prior to termination, including chargeback liability, intellectual property indemnification, and any other ongoing obligations.

8.5 Off-Platform Conduct and Reputation Standards
CloseCircle reserves the right to suspend or terminate creator accounts based on creator conduct, statements, or activities occurring outside the platform if such conduct could reasonably be expected to damage CloseCircle's reputation, violate community standards, create legal or regulatory risks, or otherwise negatively impact the platform or its users.

This includes but is not limited to: criminal arrests or convictions, public scandals, controversial public statements, association with extremist groups or ideologies, negative media coverage, social media controversies, or any other off-platform conduct that CloseCircle determines, in its sole discretion, to be incompatible with platform values or potentially harmful to CloseCircle's business interests or reputation.

CloseCircle's determination of whether off-platform conduct warrants account action is final and not subject to appeal. Creators acknowledge that maintaining a platform account is a privilege, not a right, and that CloseCircle may terminate any account for reputational or business reasons regardless of whether the creator has violated any specific term of this agreement or any law.

8.6 Survival of Financial Obligations
All financial obligations, payment liabilities, indemnification duties, and monetary responsibilities of creators shall survive termination of these Terms indefinitely, regardless of the reason for termination or the party initiating termination. This includes but is not limited to: chargeback liabilities, refund obligations, fee payments, tax liabilities, indemnification obligations, and any other financial responsibilities that accrued during the term of the agreement.

CloseCircle may pursue collection of any amounts owed by creators through any legal means available, including litigation, debt collection agencies, credit reporting, wage garnishment (where legally permitted), or any other collection methods. There is no statute of limitations on CloseCircle's right to collect amounts owed by creators.

Termination of a creator account does not relieve the creator of any financial obligations or liabilities, and creators remain fully liable for all amounts owed to CloseCircle, payment processors, or third parties arising from their platform usage, regardless of when such obligations are discovered or asserted.

9 LIABILITY LIMITATIONS AND INDEMNIFICATION

9.1 Platform Liability Limitations
CloseCircle's total liability to creators for any and all claims, damages, losses, or expenses arising from or related to platform usage, creator relationships, or these terms shall not exceed the lesser of (a) twenty-five euros (€25.00) or (b) the total amount paid to the creator by CloseCircle in the three (3) months preceding the claim.

This liability limitation applies regardless of the theory of liability, whether based in contract, tort, negligence, strict liability, or any other legal theory. The limitation applies even if CloseCircle has been advised of the possibility of such damages and regardless of whether any limited remedy fails of its essential purpose.

9.2 Excluded Damages
CloseCircle shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost business opportunities, reputational harm, or any other economic losses, regardless of whether such damages were foreseeable or CloseCircle was advised of their possibility.

This exclusion applies to all claims and causes of action, including breach of contract, negligence, strict liability, and any other legal theories. The exclusion is intended to allocate risk between the parties and reflects the nature of the platform service relationship.

9.3 Creator Indemnification Obligations
Creators agree to defend, indemnify, and hold harmless CloseCircle, its officers, directors, employees, agents, and affiliates from and against all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

Creator content and performances, including all intellectual property claims, defamation claims, privacy violations, and any other content-related legal issues.
Creator business activities, audience relationships, and any claims arising from creator interactions with audiences or third parties.
Violations of these terms, applicable laws, or regulations by creators or arising from creator platform usage.
Any breach of creator representations, warranties, or obligations under these terms or applicable law.

9.4 Indemnification Procedures
CloseCircle will provide creators with prompt notice of any claims subject to indemnification, though failure to provide prompt notice does not relieve creators of indemnification obligations except to the extent creators are materially prejudiced by such delay.

Creators have the right to control the defense of indemnified claims using counsel of their choice, provided that CloseCircle may participate in the defense with counsel of its choice at its own expense. Creators may not settle any claim without CloseCircle's prior written consent.

9.5 Force Majeure and Service Availability
CloseCircle shall not be liable for any failure or delay in performance of its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, pandemics, epidemics, government actions or regulations, internet service provider failures, hosting failures, power outages, cyberattacks, distributed denial of service attacks, hardware or software failures, third-party service interruptions, or any other causes beyond CloseCircle's reasonable control (collectively, "Force Majeure Events").

During Force Majeure Events, CloseCircle's obligations shall be suspended for the duration of such events, and CloseCircle shall have no liability to creators for any losses, damages, or consequences arising from such events, including but not limited to lost revenue, missed performances, audience complaints, or any other direct or indirect damages.

CloseCircle makes no guarantee of uninterrupted, timely, secure, or error-free service. The platform may experience downtime, outages, performance degradation, or service interruptions at any time and for any duration. Creators acknowledge that internet-based services are inherently subject to disruptions and agree that CloseCircle shall have no liability for service interruptions regardless of cause or duration.

10 DISPUTE RESOLUTION AND GOVERNING LAW

10.1 Governing Law and Jurisdiction
These terms are governed by and construed in accordance with the laws of the Czech Republic and applicable European Union regulations, without regard to conflict of law principles. Any disputes arising from or related to these terms or creator platform usage shall be subject to the exclusive jurisdiction of the courts of the Czech Republic.

Creators consent to personal jurisdiction in the Czech Republic and waive any objections to venue or inconvenient forum. This jurisdiction and venue selection is intended to provide legal certainty and efficient dispute resolution while respecting EU legal frameworks.

10.2 Mandatory Arbitration
All disputes, claims, or controversies arising from or related to these terms, creator platform usage, or the creator relationship with CloseCircle shall be resolved through binding arbitration rather than in court, except as otherwise provided in these terms. Arbitration shall be conducted under the rules of the International Chamber of Commerce (ICC) in Prague, Czech Republic, with proceedings conducted in English. The arbitration shall be decided by a single arbitrator selected in accordance with ICC rules.

10.3 Class Action Waiver
Creators waive any right to participate in class action lawsuits, collective arbitrations, or other group proceedings against CloseCircle. All disputes must be brought individually, and creators may not serve as class representatives or participate in purported class actions.

This waiver is intended to ensure efficient dispute resolution and prevent the costs and complications associated with class action litigation. The waiver applies to all claims and causes of action, whether arising under contract, tort, or any other legal theory.

10.4 Limitation Period
Any claims against CloseCircle must be brought within one (1) year of the date the claim arose or the creator knew or should have known of the facts giving rise to the claim. Claims not brought within this limitation period are permanently barred.

This limitation period is shorter than might otherwise apply under applicable law and is intended to provide legal certainty and efficient resolution of disputes. The limitation period applies to all claims regardless of their legal basis.

10.5 Waiver of Jury Trial
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOTH PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE PARTIES' RELATIONSHIP. This waiver applies to all claims, whether in contract, tort, or any other legal theory, and regardless of the forum in which such claims are brought.

Both parties acknowledge that this waiver is knowing, voluntary, and intentional, and that they have had the opportunity to consult with legal counsel regarding this waiver. This jury trial waiver shall survive termination of these Terms and apply to all disputes between the parties.

11 PLATFORM-TO-BUSINESS REGULATION COMPLIANCE

11.1 Transparency and Information Requirements
In accordance with Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediary services (Platform-to-Business Regulation), CloseCircle provides creators with transparent information regarding platform terms, ranking parameters, and business relationship conditions.

These terms constitute the primary source of information regarding the creator-platform relationship, including revenue sharing arrangements, content policies, termination procedures, and dispute resolution mechanisms. Additional information regarding platform operation and creator support is available through our creator resources and support documentation.

11.2 Ranking and Visibility Parameters
CloseCircle does not operate content ranking or recommendation algorithms that affect creator visibility or audience discovery. Our platform operates on a direct creator-audience relationship model where audiences access creator content through direct links and creator promotion rather than platform-mediated discovery mechanisms.

When platform features that affect creator visibility are implemented, CloseCircle will provide appropriate transparency regarding the main parameters determining ranking and their relative importance in accordance with Platform-to-Business Regulation requirements.

11.3 Data Access and Portability
Creators have access to basic analytics and performance data regarding their platform usage, including audience engagement metrics, revenue information, and basic platform statistics. This data access is provided through creator dashboard functionality and standard reporting features.

Upon reasonable request and in accordance with applicable law, CloseCircle will provide creators with access to additional data necessary for their business operations, subject to privacy protection requirements and technical limitations.

11.4 Complaint Handling and Dispute Resolution
CloseCircle maintains internal complaint handling systems for creator concerns regarding platform operation, policy enforcement, or business relationship issues. Creators may submit complaints through established support channels and expect reasonable response times for complaint resolution.

If a dispute cannot be resolved internally through our complaint handling procedures, creators may initiate alternative dispute resolution proceedings before a neutral ADR body such as the Czech Commercial Inspection (Česká obchodní inspekce - COI) or another cross-border EU-recognized ADR entity in accordance with the Platform-to-Business Regulation.

For disputes that cannot be resolved through internal complaint handling or ADR mechanisms, creators may access other dispute resolution mechanisms as provided in these terms or as required by applicable law. CloseCircle is committed to fair and transparent dispute resolution in accordance with Platform-to-Business Regulation requirements.

12 DATA PROTECTION AND PRIVACY

12.1 GDPR Compliance Framework
CloseCircle processes creator personal data in accordance with the General Data Protection Regulation (GDPR) and applicable Czech data protection laws. Our processing of creator data is based on legitimate interests for platform operation, contractual necessity for service provision, and legal compliance requirements.

Creators have standard GDPR rights regarding their personal data, including access, rectification, erasure, portability, and objection rights, subject to applicable limitations and exceptions. These rights may be exercised through established procedures outlined in our Privacy Policy.

12.2 Creator Data Processing Responsibilities
When creators process personal data of audience members or other individuals through platform usage, they act as independent data controllers responsible for their own GDPR compliance. CloseCircle does not control creator data processing activities and creators must ensure their own compliance with applicable data protection laws.

Creators must implement appropriate privacy policies, obtain necessary consents, and comply with all GDPR requirements for their data processing activities. CloseCircle provides basic technical infrastructure but does not provide legal compliance services or data protection advice to creators.

12.3 Data Sharing and International Transfers
CloseCircle may share creator data with service providers, payment processors (including Tipalti), tax compliance services (including Anrok), and other business partners necessary for platform operation. All data sharing is conducted in accordance with GDPR requirements and appropriate safeguards.

International data transfers are conducted using appropriate GDPR transfer mechanisms, including adequacy decisions, standard contractual clauses, or other approved transfer tools. Creators consent to necessary international transfers for platform operation and service provision.

12.4 Data Retention and Security
CloseCircle retains creator data for as long as necessary for platform operation, legal compliance, and business purposes. Specific retention periods vary based on data type and legal requirements, as outlined in our Privacy Policy.

We implement appropriate technical and organizational security measures to protect creator data against unauthorized access, alteration, disclosure, or destruction. However, creators acknowledge that no security measures are completely foolproof and CloseCircle cannot guarantee absolute data security.

13 GENERAL PROVISIONS

13.1 Modification of Terms
CloseCircle reserves the right to modify these terms at any time by posting updated terms on the platform or providing notice to creators through email or platform notifications. Continued platform usage following notice of modifications constitutes acceptance of the updated terms.

Material changes to terms may be subject to additional notice requirements or acceptance procedures as determined by CloseCircle. Creators who do not agree to modified terms must cease platform usage and may be subject to account termination.

13.2 Severability and Enforceability
If any provision of these terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. Invalid provisions shall be modified to the minimum extent necessary to make them valid and enforceable while preserving their intended effect.

The invalidity of any provision in one jurisdiction does not affect the validity or enforceability of these terms in other jurisdictions. These terms are intended to be enforceable to the maximum extent permitted by applicable law.

13.3 Assignment and Transfer
CloseCircle may assign, transfer, or delegate any or all of its rights and obligations under these terms without creator consent. This includes assignments in connection with mergers, acquisitions, asset sales, or other business transactions.

Creators may not assign, transfer, or delegate their rights or obligations under these terms without CloseCircle's prior written consent. Any attempted assignment without consent is void and may result in account termination.

13.4 Entire Agreement and Integration
These terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between creators and CloseCircle regarding platform usage and supersede all prior agreements, understandings, and communications.

No oral or written statements, representations, or agreements outside of these terms shall be binding on CloseCircle. Modifications to these terms must be in writing and signed by authorized CloseCircle representatives.

14 CONTACT INFORMATION

For general inquiries:
Email: info@closecircle.io

For legal notices:
Email: legal@closecircle.io

For creator support:
Email: creators@closecircle.io

For compliance, GDPR, and privacy matters:
Email: privacy@closecircle.io
Data Protection Officer: dpo@closecircle.io

Company Information:
CloseCircle s.r.o.
Na Malé Šárce 801
Nebušice, 164 00 Praha, Czech Republic
Tax ID: CZ 23109777

Effective Date: December 1, 2025
Last Updated: December 1, 2025