Terms & Conditions of Service

Public Circles Inc. · Effective Date: August 21, 2026

Table of Contents

• 1. Acceptance of Terms
• 2. Definitions
• 3. Eligibility and Account Registration
• 4. Description of Services
• 5. Client Responsibilities and Acceptable Use
• 6. Fees, Billing and Payment
• 7. Pricing
• 8. Client Data: Ownership, License, and Use
• 9. Privacy Policy
• 10. Intellectual Property
• 11. Confidentiality
• 12. Service Availability and Support
• 13. Term, Suspension, and Termination
• 14. Warranties and Disclaimers
• 15. Limitation of Liability
• 16. Indemnification
• 17. Governing Law and Dispute Resolution
• 18. Force Majeure
• 19. Modifications to this Agreement
• 20. Notices
• 21. General Provisions

1. Acceptance of Terms

These Terms and Conditions of Service (the “Agreement”) constitute a legally binding agreement between Public Circles Inc., a corporation incorporated under the laws of Canada, together with its affiliates and subsidiaries (“Public Circles,” “we,” “us,” or “our”), and the person or entity that registers for, accesses, or uses the Public Circles email and SMS marketing platform and related services (“Client,” “you,” or “your”).

By creating an account, clicking “I Agree,” or accessing or using the Services in any manner, Client accepts and agrees to be bound by this Agreement, together with our Privacy Policy, Acceptable Use Policy, Data Processing Addendum, and any order form, statement of work, or plan description referencing this Agreement (collectively, the “Agreement Documents”), each of which is incorporated by reference. If Client is entering into this Agreement on behalf of a company or other legal entity, Client represents that it has the authority to bind that entity, in which case “Client” refers to that entity.

If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

• “Services” means the Public Circles software-as-a-service platform, including email marketing, SMS marketing, campaign management, audience segmentation, marketing automation, analytics and reporting tools, application programming interfaces (APIs), and any related websites, applications, and support services made available by Public Circles.
• “Client Data” means any data, content, or information that Client, its Users, or its End Recipients submit to, or that is generated, collected, or processed through, the Services, including Contact Data and Content Data.
• “Contact Data” means personal information relating to Client’s contacts, subscribers, customers, or prospects that Client uploads, imports, or collects through the Services for the purpose of sending communications, including names, email addresses, telephone numbers, and engagement history.
• “Content Data” means the campaigns, templates, creative assets, subject lines, message copy, images, and other materials Client creates, uploads, or sends using the Services.
• “Aggregated Data” means data derived from Client Data and other clients’ data that has been combined and/or de-identified such that it does not identify Client, any individual, or any End Recipient.
• “End Recipient” means an individual to whom Client sends, or attempts to send, an email, SMS message, or other communication using the Services.
• “Sub-processor” means a third-party service provider engaged by Public Circles to process Client Data in connection with the provision of the Services.
• “User” means an individual authorized by Client to access and use the Services under Client’s account.
• “Applicable Law” means all laws, regulations, and regulatory guidance applicable to the Services, including Canada’s Anti-Spam Legislation (S.C. 2010, c. 23) (“CASL”), the Personal Information Protection and Electronic Documents Act (“PIPEDA”), applicable provincial privacy legislation, and, where applicable, foreign laws such as the U.S. CAN-SPAM Act, Telephone Consumer Protection Act (“TCPA”), and the EU/UK General Data Protection Regulation (“GDPR”).

3. Eligibility and Account Registration

The Services are made available to clients globally. Client must be at least the age of majority under the laws of the country, province, territory, or other jurisdiction in which it resides or is established, and capable of forming a binding contract to use the Services. Client agrees to provide accurate, current, and complete registration information and to keep such information up to date.

Client is solely responsible for determining whether its access to and use of the Services complies with the laws applicable to it in its jurisdiction of residence or establishment, and in each jurisdiction where its End Recipients are located, including any local requirements governing electronic marketing, data protection, consumer protection, and cross-border data transfer. Public Circles makes no representation that the Services are appropriate, lawful, or available for use in every jurisdiction, and Client accesses the Services on its own initiative and at its own risk in this regard.

Client is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account, whether or not authorized by Client. Client must notify Public Circles immediately of any unauthorized use of its account or any other breach of security.

Public Circles may refuse registration, suspend, or terminate an account at its discretion where Client provides false or misleading information, where Client is located in a country subject to applicable Canadian or other trade sanctions, or where required to comply with Applicable Law or this Agreement.

4. Description of Services

Public Circles provides a cloud-based platform that enables Client to design, send, automate, and analyze email and SMS marketing communications, manage contact lists and audience segments, and, where applicable, manage multiple sub-accounts or client projects (for agency and multi-project use cases).

Public Circles may modify, enhance, or discontinue features of the Services from time to time. Public Circles will use commercially reasonable efforts to provide advance notice of any change that materially reduces the core functionality of a paid plan.

Certain features may be provided by, or depend upon, third-party platforms (for example, telecommunications carriers for SMS delivery, or mailbox providers for email delivery). Public Circles does not guarantee delivery, receipt, or open rates, which depend in part on factors outside Public Circles’ control, including carrier and mailbox provider filtering.

5. Client Responsibilities and Acceptable Use

5.1 General Obligations

Client is solely responsible for the Contact Data and Content Data it uploads to, and the communications it sends through, the Services. Client represents and warrants that it has all necessary rights, permissions, and consents to collect, use, upload, and disclose to Public Circles the Contact Data it processes through the Services, and to send the communications it sends using the Services.

5.2 Consent, CASL and Anti-Spam Compliance

Client acknowledges that Canada’s Anti-Spam Legislation requires express or implied consent, together with prescribed identification and unsubscribe information, before sending a commercial electronic message to a Canadian electronic address, and that materially similar consent-based rules apply in other jurisdictions (including CAN-SPAM and TCPA in the United States and GDPR in the European Union/United Kingdom, where applicable). Client represents and warrants that:

• it has obtained and can demonstrate valid consent (express or implied, as applicable) from each End Recipient prior to sending that End Recipient a commercial electronic message through the Services;
• it maintains records sufficient to establish such consent, and will produce such records to Public Circles or a regulator upon request;
• all communications sent through the Services will include accurate sender identification, a valid physical mailing address, and a functioning unsubscribe or opt-out mechanism, and that Client will honour opt-out requests within the time required by Applicable Law;
• it will not upload purchased, harvested, scraped, rented, or third-party contact lists unless it can demonstrate a valid legal basis and consent for each contact; and
• it will promptly process, and will not re-add without fresh consent, any contact that unsubscribes, opts out, or requests deletion.

Public Circles may, but is under no obligation to, review Client’s consent records or contact-acquisition practices. Client’s compliance obligations under CASL, PIPEDA, and other Applicable Law are independent of, and are not satisfied by, Public Circles’ provision of unsubscribe tooling or other platform features.

5.3 Prohibited Uses

Client will not use the Services to:

• send unsolicited commercial electronic messages in violation of Applicable Law;
• distribute content that is unlawful, fraudulent, deceptive, defamatory, obscene, or that infringes any third party’s intellectual property or privacy rights;
• send messages relating to illegal products or services, or to categories Public Circles designates as high-risk or prohibited in its Acceptable Use Policy (which may include, for example, unlicensed pharmaceuticals, multi-level marketing recruitment, or cryptocurrency solicitations), except with Public Circles’ prior written consent;
• transmit malware, engage in phishing, or attempt to gain unauthorized access to the Services or any other client’s account or data;
• interfere with or disrupt the integrity or performance of the Services; or
• reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent such restriction is prohibited by law.

5.4 Suspension for Deliverability and Compliance Risk

Because the sending reputation of Public Circles’ shared infrastructure affects deliverability for all clients, Public Circles may monitor bounce rates, spam-complaint rates, and abuse reports, and may suspend or throttle Client’s sending, without liability, where Client’s activity poses a material deliverability, security, or legal compliance risk. Public Circles will use commercially reasonable efforts to notify Client promptly of any such action.

6. Fees, Billing and Payment

Client agrees to pay the fees specified in the applicable plan, order form, or pricing page selected at sign-up, in the currency indicated (Canadian or United States dollars, as applicable). Fees are exclusive of applicable taxes, including HST/GST, which will be added to invoices where required by law.

Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected) and are non-refundable except as expressly stated in this Agreement or required by Applicable Law.

Usage-based fees (including, without limitation, SMS message volume and other consumption-based charges) are prepaid. Client must maintain a sufficient balance in its Public Circles account wallet (“Wallet”) to cover the estimated cost of a campaign or send before that campaign or send is executed. Public Circles will deduct the applicable usage-based fees from Client’s Wallet balance prior to, or concurrently with, execution of the relevant campaign. If Client’s Wallet balance is insufficient to cover a campaign or send in full, Public Circles may decline to execute, or may pause execution of, that campaign or send until Client adds sufficient funds to its Wallet. Client is responsible for monitoring its Wallet balance and topping up its Wallet in a timely manner to avoid interruption to its campaigns.

Wallet funds are refundable to the extent required or permitted under Applicable Law. Pricing for the Services, including changes to fees, is described in Section 7 (Pricing).

To request a refund of an unused Wallet balance, Client must submit a written request to Public Circles through its account dashboard or by contacting Public Circles at the email address published on its website. Public Circles will process eligible refund requests within thirty (30) days of receipt, using the original payment method where reasonably possible. Refunds apply only to Wallet funds that have not yet been deducted for a completed or in-progress campaign or send; amounts already applied to executed campaigns are non-refundable, except as required under Applicable Law.

7. Pricing

Public Circles reserves the right to change the pricing of the Services, including subscription fees, Wallet and usage-based rates, and any other fees described on its pricing page, at any time and in its sole discretion, including to reflect changes in Public Circles’ costs, the market, or its business.

Where a pricing change results in an increase to the fees applicable to Client’s then-current plan, Public Circles will provide Client with at least thirty (30) days’ prior written notice before the increased pricing takes effect. Price decreases, the introduction of new plans or features, and changes to promotional or trial pricing may be made without prior notice.

Public Circles may, in its sole discretion, elect to honour a Client’s existing pricing for some or all of the Services following a general price change (“grandfathered pricing”), on a Client-by-Client basis. Any grandfathered pricing is offered at Public Circles’ discretion, may be limited in duration or scope, and may be discontinued by Public Circles upon reasonable notice. Public Circles’ decision to grandfather pricing for one Client does not obligate it to do so for any other Client.

Client’s continued use of the Services after the effective date of a price increase constitutes acceptance of the new pricing. If Client does not agree to a price increase, Client may terminate this Agreement in accordance with Section 13 (Term, Suspension, and Termination) prior to the effective date of the increase.

8. Client Data: Ownership, License, and Use

8.1 Ownership

As between the parties, Client retains all right, title, and interest in and to Client Data, including Contact Data. Public Circles acquires no ownership rights in Client Data.

8.2 License Granted to Public Circles

Client grants Public Circles, its affiliates, and its Sub-processors a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, back up, and otherwise process Client Data solely as necessary to: (a) provide, maintain, secure, and support the Services; (b) develop, test, and improve the Services and related features (including deliverability optimization, spam and fraud filtering, and analytics); (c) generate Aggregated Data; (d) comply with Applicable Law, legal process, or a request from a governmental authority; and (e) as otherwise set out in this Section 8 or in the Privacy Policy.

8.3 Disclosure to Third-Party Service Providers (Sub-processors)

Client acknowledges and agrees that, in order to provide the Services, Public Circles engages third-party service providers and sub-processors who may access, store, transmit, or otherwise process Client Data on Public Circles’ behalf. These categories of Sub-processor include, without limitation, those listed in the table below. Public Circles will maintain an up-to-date list of its material Sub-processors, available on request, and will enter into written agreements with each Sub-processor imposing data protection and confidentiality obligations materially consistent with this Agreement.

8.4 Use of Aggregated and De-Identified Data

Public Circles may create, use, disclose, publish, and commercially exploit Aggregated Data for any lawful business purpose, including benchmarking, product development, industry research, and marketing, provided that Aggregated Data does not identify Client, its personnel, or any End Recipient, whether alone or in combination with other information reasonably available to Public Circles.

8.5 Marketing, Analytics, and Business Partners

Subject to Section 8.6 and Applicable Law, Public Circles may share Client’s business contact information (such as company name, industry, and plan tier — but not Contact Data belonging to Client’s End Recipients) with: (a) referral, reseller, and integration partners for the purpose of operating co-marketing programs Client has opted into; and (b) analytics and advertising platforms, in de-identified or aggregated form, to measure and improve Public Circles’ own marketing performance.

8.6 Limits on Third-Party Disclosure of End Recipient Contact Data

Notwithstanding Section 8.2, Public Circles will not sell End Recipient Contact Data, and will not disclose End Recipient Contact Data to third parties for those third parties’ own independent marketing purposes, except: (a) to Sub-processors under Section 8.3, bound by confidentiality and data-protection obligations; (b) with Client’s prior written consent; (c) as part of a merger, acquisition, financing, or sale of assets under Section 8.9; or (d) where required by Applicable Law, regulation, court order, or governmental request.

8.7 Client’s Data Protection Obligations

Client is responsible, as between the parties, for ensuring that its collection, upload, and use of Contact Data, and its instructions to Public Circles regarding that data, comply with Applicable Law, including obtaining any necessary consents from End Recipients for Public Circles and its Sub-processors to process their personal information in connection with the Services. Where Client processes personal information of individuals located outside Canada, Client is responsible for ensuring an appropriate legal basis exists for any related cross-border transfer.

8.8 International Transfers

Client acknowledges that Public Circles and its Sub-processors may store and process Client Data in Canada, the United States, or other jurisdictions in which Public Circles or its Sub-processors maintain facilities, and that such data may accordingly become subject to the laws of those jurisdictions, including lawful access requests by foreign governmental authorities.

8.9 Corporate Transactions

Public Circles may disclose or transfer Client Data as part of a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its business or assets, provided the recipient agrees to protect Client Data on terms at least as protective as this Agreement.

8.10 Data Deletion and Retention

Following termination of this Agreement, Public Circles will, within a commercially reasonable period (not to exceed ninety (90) days) and upon Client’s written request, delete or return Client Data, except to the extent Public Circles is required to retain copies by Applicable Law, for legitimate backup or archival purposes, or as reflected in Aggregated Data.

9. Privacy Policy

Public Circles’ collection, use, and disclosure of personal information, including personal information contained in Client Data, is further described in its Privacy Policy, a separate document which is incorporated into this Agreement by reference. In the event of a conflict between this Section 9 and the Privacy Policy with respect to the processing of personal information, the Privacy Policy will govern.

A current copy of the Privacy Policy is available at www.publiccircles.com.

10. Intellectual Property

Public Circles and its licensors retain all right, title, and interest in and to the Services, including all software, templates, documentation, trademarks, and underlying technology (the “Public Circles IP”). Except for the limited licence expressly granted in this Agreement to access and use the Services, no right, title, or interest in the Public Circles IP is transferred to Client.

Client grants Public Circles a limited licence to use Client’s name and logo on Public Circles’ website and marketing materials solely to identify Client as a customer, unless Client opts out by written notice.

11. Confidentiality

Each party may receive confidential or proprietary information of the other party in connection with this Agreement (“Confidential Information”). Each party will use the other’s Confidential Information solely to perform its obligations under this Agreement, will protect it using at least the same degree of care it uses to protect its own confidential information (and no less than a reasonable degree of care), and will not disclose it to third parties except as permitted under Section 8 or as required by Applicable Law. Confidential Information excludes information that is or becomes public through no fault of the receiving party, was already known to the receiving party without restriction, or is independently developed.

12. Service Availability and Support

Public Circles will use commercially reasonable efforts to make the Services available on a continuous basis, subject to scheduled maintenance, emergency maintenance, and factors outside Public Circles’ reasonable control. Any specific uptime commitments or service credits apply only if expressly set out in an applicable order form or service level addendum.

Support is provided in accordance with the support channels and response targets described for Client’s plan tier on Public Circles’ website, as updated from time to time.

13. Term, Suspension, and Termination

This Agreement commences on the date Client first accepts it and continues until terminated as set out in this Section 13.

Either party may terminate this Agreement for convenience at the end of the then-current billing cycle by providing notice in accordance with Client’s plan terms. Public Circles may suspend or terminate Client’s access to the Services immediately upon notice if Client breaches Section 5 (Acceptable Use), fails to pay undisputed fees within the cure period described in Section 6, or if such action is necessary to comply with Applicable Law or to prevent harm to Public Circles, other clients, or third parties.

Upon termination, Client’s right to access the Services ceases, and Sections 2, 6 (for amounts owed), 8, 10, 11, 14, 15, 16, 17, and 18 survive termination.

14. Warranties and Disclaimers

Except as expressly set out in this Agreement, the Services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or those arising from course of dealing. Public Circles does not warrant that the Services will be uninterrupted, error-free, or that any particular deliverability, open, or click rate will be achieved.

15. Limitation of Liability

To the maximum extent permitted by Applicable Law, in no event will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, or business opportunity, arising out of or related to this Agreement, even if advised of the possibility of such damages.

To the maximum extent permitted by Applicable Law, Public Circles’ aggregate liability arising out of or related to this Agreement will not exceed the total fees paid by Client to Public Circles in the twelve (12) months immediately preceding the event giving rise to the claim. The foregoing limitations do not apply to: (a) either party’s indemnification obligations; (b) Client’s payment obligations; (c) a party’s breach of the other’s Confidential Information; or (d) liability that cannot be limited or excluded under Applicable Law.

16. Indemnification

Client will indemnify, defend, and hold harmless Public Circles and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Client Data, including any failure to obtain required consents; (b) Client’s breach of Section 5 (Acceptable Use) or Applicable Law, including CASL and PIPEDA; or (c) Client’s use of the Services in violation of this Agreement.

Public Circles will indemnify, defend, and hold harmless Client from and against any third-party claim that the Services, as provided by Public Circles and used in accordance with this Agreement, infringe such third party’s Canadian intellectual property rights, subject to Public Circles’ right to modify or replace the allegedly infringing component or terminate the affected Services and refund prepaid, unused fees.

17. Governing Law and Dispute Resolution

This Agreement, and any dispute arising out of or related to it or the Services, is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, Ontario, for the resolution of any dispute arising out of or related to this Agreement, except that either party may seek interim injunctive relief in any court of competent jurisdiction.

Before commencing formal proceedings, the parties agree to attempt in good faith to resolve any dispute through negotiation between senior representatives, and, where mutually agreed, mediation, for a period of thirty (30) days.

18. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labour disputes, internet or telecommunications failures, or governmental action.

19. Modifications to this Agreement

Public Circles may update this Agreement from time to time to reflect changes in the Services or Applicable Law. Public Circles will provide notice of material changes by email or through the Services at least fifteen (15) days before they take effect. Client’s continued use of the Services after the effective date of a change constitutes acceptance of the updated Agreement.

20. Notices

Notices to Public Circles must be sent in writing to the address or email address designated on Public Circles’ website. Notices to Client will be sent to the email address or physical address associated with Client’s account. Notices are deemed received one (1) business day after sending by email, or three (3) business days after sending by prepaid mail.

21. General Provisions

21.1 Entire Agreement

This Agreement, together with the Agreement Documents, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, whether written or oral, regarding that subject matter.

21.2 Assignment

Client may not assign this Agreement without Public Circles’ prior written consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets. Public Circles may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets, or to an affiliate.

21.3 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

21.4 Waiver

No waiver of any term of this Agreement will be effective unless in writing, and no failure or delay in exercising any right will operate as a waiver of that right.

21.5 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

21.6 Language

The parties confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties confirment avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

21.7 Contact

Questions regarding this Agreement may be directed to Public Circles Inc. through the contact information published on its website.