Circuit Terms of Use

These Terms of Use ("Terms") govern your access to and use of the websites, platforms, products, and services (collectively, the "Services") provided by Circuit Pay, Inc., a Delaware corporation ("Circuit," "we," "us," or "our"). By accessing or using the Services, by clicking to accept these Terms, or by entering into an order form, statement of work, or similar agreement that references these Terms, you agree to be bound by them.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity, and "you" and "your" refer to that entity.

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

1. The Services

Circuit operates a data intelligence platform for the on-premise hospitality and retail industry. The Services consist principally of:

1. Cohort Intelligence — reporting, benchmarking, and analytics describing purchasing behavior within defined cohorts of venues (each, a "Cohort"), made available to subscribing customers;
2. Measurement and Attribution — analyses estimating the effect of trade, promotional, media, or other commercial activity on purchasing behavior within one or more markets or Cohorts; and
3. Venue Participation — the enrollment of venues and other data-contributing businesses into Cohorts and market panels, and the associated revenue-share arrangements described in Section 7.

The Services draw on transaction-level information from point-of-sale ("POS") systems, payment processors, and related operational sources, together with licensed historical data and third-party contextual data.

Circuit is a measurement company. It does not run, fund, place, deliver, or administer trade, promotional, or media programs, does not sell advertising inventory, and does not route, broker, hold, reconcile, or disburse funds moving between a supplier or wholesaler and a licensed retailer. Circuit also does not resolve consumer identity: it does not build, license, or contribute to consumer identity graphs, does not join transaction data to loyalty, card, device, or household identifiers, and does not infer individual-level attributes.

We may modify, add, or discontinue features of the Services at any time. We will use reasonable efforts to notify customers of material changes that adversely affect a paid Service.

2. Eligibility and Accounts

The Services are intended for businesses, not individual consumers. To use the Services, you must:

1. be a legal entity or sole proprietor authorized to do business in your jurisdiction;
2. be at least 18 years of age and authorized to enter into these Terms; and
3. provide accurate and complete registration information and keep it current.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us promptly of any suspected unauthorized use.

3. Service Tiers and Orders

Circuit offers the Services under different commercial arrangements, which may include Cohort Intelligence subscriptions, measurement and attribution engagements, enterprise agreements, and venue participation arrangements. The specific Services, fees, term, usage limits, and any data contribution or revenue-share obligations applicable to your account will be set out in the order form, online sign-up flow, statement of work, or master agreement you accept ("Order"). In the event of a conflict between these Terms and an Order, the Order controls for that customer.

Venues and other data-contributing businesses enroll under a Cohort Enrollment Order Form and any accompanying schedule, which together with these Terms govern that relationship. Section 7 applies to those participants.

Circuit may change the availability or terms of any program for new customers or participants at any time.

4. Fees and Payment

Where the Services are provided for a fee, you agree to pay all amounts set out in your Order. Unless your Order states otherwise:

1. fees are quoted and payable in U.S. dollars;
2. fees are exclusive of taxes, which are your responsibility (other than taxes on Circuit's net income);
3. invoices are due within thirty (30) days of the invoice date;
4. overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law; and
5. fees are non-refundable except as expressly provided in your Order or as required by law.

We may suspend the Services for non-payment after providing reasonable notice.

5. Customer Data and Permitted Use

"Customer Data" means data that you or your authorized POS, payments, accounting, or third-party delivery integrations submit to or generate through the Services in connection with your account, including transaction records, sales data, menu and inventory data, and operational data.

You retain all rights in your Customer Data. You grant Circuit a worldwide, royalty-free license to host, copy, transmit, process, analyze, and display Customer Data as necessary to provide, secure, and improve the Services, to train and improve the analytical models underlying the Services, and to exercise the rights granted under Section 6. Where you are a Participating Venue, this license also covers use of your Customer Data to produce the Cohort Intelligence and measurement outputs that Circuit makes available to its customers, as described in Sections 6, 7, and 8.

You represent and warrant that:

1. you have all rights and consents necessary to provide Customer Data to Circuit and to grant the licenses set out in these Terms;
2. you have the right to authorize Circuit to receive Customer Data from your POS provider and other integrated systems on your behalf; and
3. Customer Data does not violate any applicable law or third-party right.

6. Aggregated and De-Identified Data

Circuit's platform creates value by aggregating and analyzing transaction data across many businesses. As part of using the Services, you grant Circuit a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, create derivative works of, distribute, and otherwise exploit Customer Data in aggregated, anonymized, or de-identified form ("Aggregated Data") for any lawful purpose, including:

1. operating, analyzing, securing, and improving the Services and our underlying models;
2. developing new products, services, and features;
3. producing benchmarks, Cohort Intelligence, market intelligence, measurement and attribution analyses, research, and analytics; and
4. providing data products, reports, and insights to third parties, including consumer packaged goods companies, retailers, and other commercial partners.

Aggregated Data does not identify you, your customers, or any individual consumer, and it is not Customer Data once it has been de-identified. Circuit owns all right, title, and interest in Aggregated Data and any derivative works of it.

Circuit's exercise of the rights in this Section is subject to the following limits, which apply to every output Circuit makes available to any third party:

1. No individual is identified. No output identifies, resolves, or infers any individual consumer or household, and Circuit does not build, license, purchase, or contribute to consumer identity graphs, household panels, or card-linked measurement.
2. No venue is identified to a buyer. No output identifies a Participating Venue to any brand, distributor, agency, or other buyer — not by name, not by inference, and not by a breakout small enough to identify it. Circuit does not offer a consent-based exception to this rule, and a Participating Venue cannot elect to be identified.
3. Minimum panel size. Every reported breakout must meet a minimum venue count before it is rendered, and outputs that fall below that threshold are withheld rather than published with a caveat.

The specific scope of any data contribution, revenue share, or credit applicable to your arrangement is set out in your Order. For Participating Venues, see Section 7.

7. Venue Participation and Revenue Share

This Section applies where you enroll a venue, restaurant, bar, retail location, or other business as a participant that contributes data to Circuit (a "Participating Venue"), rather than as a customer purchasing the Services. Where this Section conflicts with another provision of these Terms, this Section controls for Participating Venues.

7.1 Enrollment and Cohort membership. Enrollment occurs through a Cohort Enrollment Order Form and any accompanying schedule. Membership in any Cohort or market panel is subject to Circuit's review and approval, and Circuit may decline, defer, or discontinue a venue's membership in any Cohort in its discretion. Approval into one Cohort does not entitle you to membership in any other.

7.2 Data contribution. You will connect and maintain the data feeds identified in your Order, and will not knowingly interrupt, filter, alter, or degrade the data you supply. Circuit may validate submitted data against its published data standards and may treat a venue whose feed does not meet those standards as inactive for allocation purposes until the feed is restored.

7.3 Rights granted. Data you supply as a Participating Venue is Customer Data under Section 5, and you grant Circuit the rights set out in Sections 5 and 6 with respect to it. You represent that you have the authority to supply that data and to authorize your POS provider, payment processor, and other vendors to transmit it to Circuit on your behalf.

7.4 How venue payments work. Circuit purchases venue data and pays for it out of its own general revenue, as its own cost of goods. Circuit allocates a defined percentage of applicable revenue to a pool shared among Participating Venues (the "Venue Pool"); the percentage in effect for your enrollment is stated in your Order. Amounts are allocated among Participating Venues using a single published formula that applies identically to every Participating Venue. The formula takes as inputs only the volume and completeness of the data you supply and structural attributes of your venue. It does not take as an input, and your payment is never sized by, conditioned on, or triggered by, the brands you carry, stock, feature, or promote, the revenue attributable to any particular brand, or any brand's spending with Circuit. Payment may be made in cash, as a rebate against Circuit-provided services, or in another form at your election; the amount the formula produces does not vary with the method.

7.5 Minimum share. Where your Order provides for a minimum, that minimum is expressed as a minimum percentage share of the Venue Pool for a Participating Venue that remains in good standing and meets the applicable data standard for the period. It is not a minimum dollar amount, and it is not a guarantee that any particular payment, or any payment at all, will result. If the Venue Pool for a period is zero, a minimum percentage of it is also zero.

7.6 No guarantee of earnings. Circuit makes no representation or warranty as to the amount any Participating Venue will earn. Earnings depend on, among other things, whether Circuit generates revenue from the relevant Cohort, the number and mix of participating venues, and the data you contribute. Any estimates, calculators, examples, or illustrations provided before or during enrollment are illustrative only and do not form part of any Order.

7.7 Methodology and changes. Circuit may establish, revise, replace, or retire the allocation methodology, the payment cadence, and the applicable percentages from time to time, provided that any formula in effect remains published, is applied identically to every Participating Venue, and continues to satisfy Section 7.4. Circuit will give reasonable advance notice of any material change, and changes apply prospectively only. On request, a Participating Venue may receive a summary of the basis for its own allocation. That summary is Circuit Confidential Information under Section 12, is provided for the venue's internal use only, and may not be shared or used to reconstruct Circuit's methodology.

7.8 Payment, taxes, and set-off. Payments are made by the method and on the cadence stated in your Order. You are responsible for providing accurate payee and tax information, including a valid Form W-9, and Circuit may withhold payment until it is received. You are solely responsible for all taxes on amounts you receive. Circuit may set off against amounts payable to you any amounts you owe Circuit.

7.9 Independent parties. Participation does not make you an agent, employee, joint venturer, or partner of Circuit, and does not entitle you to any interest in the Services, the Aggregated Data, or the outputs derived from either.

7.10 No supplier involvement in your payment. No supplier, wholesaler, distributor, brand, or agency funds, directs, sizes, or influences any payment Circuit makes to a Participating Venue. Circuit does not disclose to any Participating Venue which brands or other parties are Circuit customers. Nothing in your Order requires, requests, or rewards the stocking, featuring, promotion, or sale of any product, and Circuit does not administer or fund any brand's trade program at your venue.

7.11 Your anonymity. Circuit will not identify your venue in any output it makes available to a brand, distributor, agency, or other buyer, by name, by inference, or by a breakout small enough to identify it, and does not offer a consent-based exception to that rule. This obligation survives termination of your enrollment.

8. Measurement Services and Customer-Supplied Materials

This Section applies where Circuit performs measurement, attribution, or lift analysis for you.

8.1 Customer-Supplied Materials. To perform these Services, you may supply Circuit with information describing your commercial activity, including trade and promotional calendars, program and campaign plans, placement and execution records, offer and redemption data, pricing and discount structures, media flight schedules, and related materials ("Customer-Supplied Materials"). Customer-Supplied Materials are your Confidential Information under Section 12.

8.2 Permitted use. Circuit will use Customer-Supplied Materials to perform the measurement Services described in your Order and to produce the resulting outputs for you. Circuit will not disclose your Customer-Supplied Materials, or any output identifying you or your programs, to any other customer. Circuit may use information derived from them in aggregated or de-identified form in accordance with Section 6, provided that such use does not identify you, your brands, or your programs.

8.3 Contextual data. Circuit may incorporate third-party and public contextual data into a measurement, including weather, calendar and holiday data, event schedules, and similar demand signals. Circuit does not warrant the accuracy or continued availability of third-party data sources.

8.4 Nature of the outputs. Measurement outputs are statistical estimates produced from observed transaction data and the inputs available to Circuit. They are not audited figures, financial statements, or assurances of any kind, and they are subject to the limits inherent in any panel-based measurement, including sample composition, the availability and accuracy of Customer-Supplied Materials, and factors not captured in the available data. Circuit does not guarantee that any measurement will produce a favorable, statistically significant, or commercially useful result.

8.5 Use of outputs. You may use measurement outputs for your internal business purposes and, unless your Order says otherwise, in communications with your distributors, retail partners, and agencies, provided that you do not misstate the methodology, do not present an estimate as an audited or guaranteed figure, and attribute the analysis to Circuit. Public use of Circuit outputs in advertising, marketing claims, or press materials requires Circuit's prior written approval, which will not be unreasonably withheld.

8.6 Regulated categories. You are solely responsible for ensuring that your use of the Services and any outputs complies with the laws and regulations applicable to your industry, including alcohol beverage trade practice, tied-house, inducement, and promotional regulations at the federal and state level. Circuit does not provide regulatory advice, and nothing in the Services should be treated as a determination that any program, payment, or arrangement is permissible.

8.7 Circuit measures; it does not administer. Circuit's role is limited to measurement and reporting. Circuit does not run, fund, place, deliver, or administer any trade, promotional, or media program, does not select or direct which venues receive a program or how much they receive, and does not route, broker, hold, reconcile, or disburse any funds a supplier or wholesaler directs to a licensed retailer.

8.8 What Circuit will tell you. With every measurement and cohort output, Circuit will state the venue count and coverage behind it, the composition of the sample against the population with known skews named, and the applicable margin of error or confidence tier. Circuit will label measured results separately from modeled results and will not combine an experimental read and an observational read into a single reported figure. Where an output falls below the minimum panel size required for the claim in question, Circuit will say so rather than report the figure.

9. Acceptable Use

You will not, and will not permit any third party to:

1. use the Services in violation of any law or regulation, including data protection, anti-money-laundering, sanctions, or payments laws;
2. submit data you do not have the right to submit, including data from individuals who have not received required notices;
3. resell, sublicense, or make the Services available to any third party except as expressly permitted in your Order;
4. reverse engineer, decompile, or attempt to derive the source code, models, algorithms, or training data behind the Services, except to the extent that this restriction is prohibited by applicable law;
5. interfere with or disrupt the integrity or performance of the Services, attempt to gain unauthorized access to the Services or related systems, or circumvent any access or usage controls;
6. attempt to identify or re-identify any individual consumer, any household, or any Participating Venue from any output of the Services, or combine any output with other data or knowledge for that purpose;
7. offer, condition, or represent any payment, credit, or benefit to a licensed retailer by reference to the Services in a manner that would constitute an inducement under applicable alcohol beverage trade practice law;
8. use the Services to build a competing product or copy any feature, function, or graphic of the Services;
9. use the Services to send unlawful, harassing, defamatory, or infringing content, or any malicious code; or
10. use the Services, or any output of the Services, in a manner that violates alcohol beverage trade practice, tied-house, inducement, or promotional regulations, or any other regulation applicable to your industry;
11. present a Circuit measurement output as an audited, guaranteed, or independently certified figure, or materially misstate its methodology or limitations; or
12. use the Services in a manner that exceeds the limits, locations, or use cases permitted by your Order.

We may suspend or terminate access if we reasonably believe your use violates this Section.

10. Third-Party Integrations and Services

The Services may integrate with or rely on POS systems, payment processors, accounting tools, data licensors, contextual data providers, and other third-party services. Your use of those third-party services is governed by your agreements with the third-party providers, and Circuit is not responsible for the availability, accuracy, or security of any third-party service. We may modify or discontinue any integration at any time.

You are responsible for maintaining your own contractual rights with your POS, payments, and other vendors and for authorizing data flow to Circuit through those vendors.

11. Intellectual Property

As between the parties, Circuit owns all right, title, and interest in and to the Services, including all software, models, algorithms, data structures, user interfaces, documentation, and any improvements, enhancements, or derivatives of any of the foregoing, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms or in your Order, no rights are granted to you by implication, estoppel, or otherwise.

You may provide suggestions, feedback, or recommendations regarding the Services ("Feedback"). You grant Circuit a perpetual, irrevocable, worldwide, royalty-free license to use Feedback for any purpose without any obligation to you.

12. Confidentiality

Each party (the "Receiving Party") may receive confidential information of the other party (the "Disclosing Party") in connection with the Services. The Receiving Party will (i) use Confidential Information only to exercise its rights and perform its obligations under these Terms, (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but no less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section.

These obligations do not apply to information that is or becomes publicly available without breach, was rightfully known prior to disclosure, was rightfully obtained from a third party without a duty of confidentiality, or was independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information as required by law, provided that, where legally permitted, it gives the Disclosing Party reasonable advance notice.

13. Privacy

Our Privacy Policy describes how we handle personal information and is incorporated into these Terms by reference. By using the Services, you agree to the practices described in the Privacy Policy.

If you submit Customer Data that contains personal information of your end customers or staff, you are responsible for providing all required notices and obtaining all required consents from those individuals. Where required by applicable data protection law, the parties will enter into a separate data processing addendum.

14. Term and Termination

These Terms are effective when you first accept them and continue until your account and all Orders are terminated.

Either party may terminate an Order or these Terms for material breach by the other party that remains uncured thirty (30) days after written notice of the breach. Circuit may suspend or terminate immediately for non-payment, for use that creates legal or security risk, or as permitted in an Order.

Upon termination:

1. your right to access the Services ceases;
2. each party will return or destroy the other party's Confidential Information, except as required by law or as embodied in routine system backups;
3. fees accrued prior to termination remain payable; and
4. Sections 5 (last paragraph), 6, 7.6 through 7.11, 8.2, 8.4, 8.7, 11, 12, 14, 15, 16, 17, 19, and 20 survive.

For clarity, the rights granted to Circuit in Aggregated Data under Section 6 survive termination indefinitely, including with respect to data contributed by a Participating Venue before termination.

15. Warranties and Disclaimers

Circuit warrants that it will provide the Services with reasonable care and skill in accordance with the Order.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER, THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." CIRCUIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

The Services produce analytics, benchmarks, estimates, and other outputs that are intended as commercial intelligence and decision support. They are not financial, accounting, tax, legal, or regulatory advice, and you are responsible for your own business decisions and for verifying outputs before relying on them.

Measurement and attribution outputs are statistical estimates as described in Section 8.4. Circuit does not warrant that any measurement will be free from error, will reach statistical significance, or will support any particular conclusion, and Circuit is not responsible for budget, planning, or commercial decisions made in reliance on them.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO CIRCUIT UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

THESE LIMITATIONS DO NOT APPLY TO (I) A PARTY'S INDEMNIFICATION OBLIGATIONS, (II) BREACH OF SECTION 9 (ACCEPTABLE USE), (III) MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION, OR (IV) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

17. Indemnification

You will defend, indemnify, and hold Circuit and its affiliates, officers, directors, employees, and agents harmless from any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your Customer Data, (b) your breach of these Terms or any Order, (c) your violation of law, or (d) your use of the Services in combination with any product or service not provided by Circuit.

Circuit will defend, indemnify, and hold you harmless from any third-party claim alleging that the Services as provided and used in accordance with these Terms infringe a valid U.S. intellectual property right. Circuit's indemnification obligation does not apply to claims arising from Customer Data, modifications not made by Circuit, or use of the Services in combination with anything not provided by Circuit.

18. Modifications to These Terms

We may update these Terms from time to time. If we make a material change, we will provide reasonable notice, such as by posting the updated Terms with a new "Last Updated" date or by sending notice to your account contact. Continued use of the Services after the effective date of the updated Terms constitutes acceptance of the change. If you do not agree to a change, your sole remedy is to stop using the Services and terminate your account in accordance with Section 14.

19. Governing Law and Disputes

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

Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts. Each party waives any right to a jury trial.

To the maximum extent permitted by law, claims must be brought on an individual basis and not as part of a class, consolidated, or representative action.

20. General

1. Entire Agreement. These Terms, together with any Order and the Privacy Policy, are the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous communications.
2. Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
3. No Waiver. A failure to enforce any provision is not a waiver of the right to do so later.
4. Assignment. You may not assign these Terms without our prior written consent. Circuit may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
5. Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.
6. Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control.
7. Notices. Notices to Circuit must be sent to the address below. Notices to you may be sent to the email or address associated with your account.
8. U.S. Government Rights. The Services are "commercial computer software" and "commercial computer software documentation" as defined in applicable federal regulations. Use by U.S. Government end users is subject to the rights set out in these Terms.
9. Export Controls. You will comply with all applicable export and sanctions laws and represent that you are not located in, and will not use the Services in, a jurisdiction subject to comprehensive U.S. sanctions.

21. Contact

Circuit Pay, Inc.
Attn: Legal
155 Hamptons Link NW
Calgary, AB T3A 5V9
Canada
Email: legal@circuitdata.ai