Host Payout Agreement

1. Draft status & legal review

This document is a working draft provided for clarity and is subject to revision. It is not legal advice. Before Circles relies on it with real hosts, it should be reviewed and finalized by qualified counsel licensed in the applicable jurisdiction, including confirmation of the dispute-resolution, tax-reporting, and payment-facilitation provisions.

2. Definitions

“Listing” means any paid class, course, event, booking, or item you offer for sale on Circles.

“Buyer” means the guardian or adult learner who pays for a Listing. For a minor learner, the guardian is the Buyer.

“Connected Account” means the Stripe Express account you create and maintain to receive payouts.

“Platform Fee” means the percentage of the Listing price that Circles retains, as described in the Platform Fee & Processing Fees section.

“Processing Fees” means the payment-processing and related fees charged by Stripe, Inc. (“Stripe”).

“Net Payout” means the amount transferred to your Connected Account after the Platform Fee, Processing Fees, refunds, chargebacks, reversals, and any other applicable deductions.

3. How payments work

Circles is a marketplace. When a Buyer purchases your Listing, payment is processed through Stripe using Stripe Connect. In the same transaction, Stripe splits the payment: Circles retains the Platform Fee, and the remainder is transferred to your Connected Account. Stripe then pays out funds from your Connected Account to your bank on Stripe's schedule.

Circles does not manually hold or move your earnings between accounts; the split and transfer happen automatically on each successful sale. You authorize Circles to act as your limited payments facilitator for this purpose.

Circles facilitates payments and provides the platform. Circles is not the provider of your classes, sessions, or goods and is not responsible for their quality, delivery, or outcomes. You are solely responsible for what you sell and for delivering it as described.

4. Eligibility: U.S.-based hosts only

Payouts are currently available only to Hosts based in the United States. We may expand payout availability to other countries in the future; until then, if you cannot meet these requirements you will not be able to receive payouts.

You must be at least 18 years old to hold a Connected Account and to be the Host under this Agreement. A minor may not be the account holder or seller of record. Where the person teaching or presenting is a minor, an adult guardian must be the Host: the guardian holds the Connected Account, is the seller of record, provides the required identity and tax information, and assumes all obligations under this Agreement. The guardian, not the minor, is the recipient of payouts and the party responsible for taxes on them.

You represent and warrant that you are not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions, and that you are not identified on any U.S. government restricted-party or sanctions list. Your Connected Account is created as a U.S. account, and Stripe's onboarding will require U.S. identity, tax, and banking details.

• You are at least 18 years old (a minor may only benefit through an adult guardian who is the Host and account holder).
• You are a U.S. resident, or a business entity formed in the United States.
• You have a valid U.S. taxpayer identification number (SSN or EIN).
• You maintain a U.S. bank account in your (or your entity's) name to receive payouts.

5. Your Stripe Connected Account

To receive payouts you must create and maintain a Connected Account and complete Stripe's onboarding, including identity verification and bank details. You must keep this information accurate and current. Payouts cannot be released until your Connected Account is verified and in good standing.

Your use of the Connected Account is also governed by Stripe's Connected Account Agreement and Services Agreement. If those terms conflict with this Agreement as to payment processing, Stripe's terms control for the processing itself. You are responsible for reviewing and complying with them.

6. Platform Fee & Processing Fees

Circles retains a Platform Fee of 15% of the Listing price. Processing Fees charged by Stripe also apply. Listing your offering is free; fees apply only to completed paid transactions, and there is no subscription or up-front cost.

Your estimated Net Payout is shown before you publish a paid Listing and in your payout dashboard. Actual amounts may vary based on refunds, chargebacks, reversals, currency conversion, and Stripe's fees.

We may change the Platform Fee. If we increase it, we will give you at least 30 days' notice by email or in-product notice before the change takes effect. Continuing to sell after the effective date constitutes acceptance of the new fee. Reduced-fee plans, if offered, are described separately and may change on their own terms.

• Platform Fee: 15% of the Listing price (retained by Circles).
• Processing Fees: charged by Stripe, in addition to the Platform Fee.
• No fee on free ($0) Listings.

7. Payout timing

Payout timing, holds, and schedules are determined by Stripe and by your Connected Account's status and history. New accounts, large or unusual transactions, and disputes may be subject to delays, reserves, or holds. Circles does not guarantee a specific payout date.

You can view your balance, payout schedule, and history in your Stripe Express dashboard, reachable from your Circles payouts settings.

8. Refunds, cancellations & chargebacks

You set your refund policy within the bounds of the Circles refund policy. If a Listing is cancelled, Circles may issue an automatic refund to the Buyer. Refunds return the Listing price to the Buyer; the associated Platform Fee is handled per our then-current refund policy.

If a refund, chargeback, dispute, reversal, fraud, or negative balance occurs after funds have been transferred to your Connected Account, you are responsible for the amount. You authorize Circles and Stripe to reverse or offset transfers, deduct from current or future Net Payouts, and debit your Connected Account to recover these amounts. Circles may also require a reserve where risk warrants.

9. Taxes & independent status

You are an independent seller, not an employee, agent, partner, or joint venturer of Circles. Nothing in this Agreement creates an employment or agency relationship.

You are solely responsible for determining, collecting where required, reporting, and remitting all taxes on your earnings. Stripe and/or Circles may issue tax forms (such as a Form 1099-K) where required by law, and you agree to provide accurate taxpayer information needed to do so.

10. Your representations & obligations

By selling on Circles, you represent and agree to the following.

• You have the legal right and authority to enter this Agreement and to sell what you list.
• Your account, tax, and payout information is accurate and kept current.
• You comply with all applicable laws and with Circles' policies, including safety requirements for classes involving minors and any required credential or background disclosures.
• You own or are licensed to use the content and materials in your Listings and do not infringe others' rights.
• You will deliver your classes, sessions, or goods as described, and handle learner and guardian interactions professionally and safely.
• You will not use Circles to defraud, launder funds, evade fees, or circumvent platform safety systems.

11. Suspension, withholding & termination

Either party may terminate this Agreement at any time. On termination, your right to sell new paid Listings ends; provisions that by their nature should survive (fees owed, refunds, chargebacks, taxes, disclaimers, limitation of liability, indemnification, and governing law) continue.

Circles may suspend payouts, withhold or reserve funds, reverse transfers, or restrict your ability to sell if we reasonably believe there is fraud, a material breach of this Agreement or our policies, a legal or safety risk, or a risk of chargebacks or losses. We will act proportionately and, where practical, tell you why.

12. Disclaimers & limitation of liability

The platform is provided “as is.” To the fullest extent permitted by law, Circles disclaims implied warranties and is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or earnings, arising from or relating to this Agreement or the payment services.

To the fullest extent permitted by law, Circles' total liability arising out of or relating to this Agreement will not exceed the total Platform Fees you paid to Circles in the three (3) months before the event giving rise to the claim.

13. Indemnification

You will defend, indemnify, and hold harmless Circles and its officers, employees, and agents from claims, damages, and expenses (including reasonable legal fees) arising from your Listings, your delivery of (or failure to deliver) what you sell, your breach of this Agreement or the law, or your interactions with Buyers and learners.

14. Changes to this Agreement

We may update this Agreement. For material changes we will provide reasonable advance notice by email or in-product notice. Changes take effect on the stated effective date, and continuing to sell after that date constitutes acceptance. If you do not agree, you may stop selling paid Listings and terminate this Agreement.

15. Governing law & disputes

This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-laws rules. Subject to any binding arbitration provision the parties adopt, the state and federal courts located in Wyoming have exclusive jurisdiction over disputes arising from this Agreement, and each party consents to venue there.

This Agreement, together with the Terms of Service and Stripe's applicable agreements, is the entire agreement between you and Circles regarding payouts. If any provision is unenforceable, the rest remains in effect. You may not assign this Agreement without our consent; we may assign it in connection with a merger, acquisition, or sale of assets. Our failure to enforce a provision is not a waiver.

16. Contact

Questions about this Agreement or your payouts? Contact us at hello@circles.app.