Terms of Service, Billing Agreement, and Website Terms

1. Acceptance of These Terms

1.1 Binding Agreement

These Terms take effect on the earliest of the date you first access the Website, the date you execute an SOW, the date you provide a payment method to Cirqley, or the date you submit any payment to Cirqley.

1.2 Order of Precedence

In the event of a conflict, the order of precedence is: (a) a written SOW or master services agreement signed by both parties, as to the specific engagement it governs; (b) these Terms; and (c) the Privacy Policy. Notwithstanding the foregoing, Sections 8, 9, and 22 of these Terms control over any conflicting term in an SOW unless the SOW expressly identifies the section it modifies and is signed by an authorized officer of Cirqley.

1.3 Modification of These Terms

Cirqley may update these Terms by posting a revised version on the Website with a new Last Updated date. Where practicable, Cirqley will identify material changes and will notify active Clients by email at the address on file at least fifteen (15) days before a material change to billing, refund, or dispute resolution terms takes effect. Your continued use of the Website or the Services, or your continued authorization of recurring charges, after the effective date of a revised version constitutes acceptance of that version. If you do not accept a revised version, you may object in writing before it takes effect, and the parties will address the objection under Section 7.1.

2. Definitions

• "Agreement" means, collectively, these Terms together with any executed proposal, Statement of Work, service agreement, or order form between Cirqley and Client.
• "Billing Portal" means the proprietary billing and payment interface operated by Cirqley through which Client may view invoices, view upcoming charges, store and update a Payment Method, and submit payment.
• "Braintree" means Braintree, a service of PayPal, Inc., together with its affiliates, acquiring banks, and subprocessors, which provides payment gateway and payment processing services to Cirqley.
• "Chargeback" means any dispute, reversal, retrieval request, ACH return, bank reversal, or claim initiated by Client or any person acting on Client's behalf with a bank, card issuer, card network, payment processor, or payment service provider in respect of a charge submitted by Cirqley.
• "Client" means the individual or entity engaging Cirqley for Services or submitting payment to Cirqley.
• "Deliverables" means the tangible and intangible work product produced by Cirqley under an SOW, including websites, written content, creative assets, media, reports, and strategy documents.
• "Network Rules" means the operating rules, regulations, and bylaws of the payment card networks and payment providers whose payment methods Cirqley accepts, including Visa, Mastercard, American Express, Discover, and PayPal.
• "Payment Method" means the credit card, debit card, digital wallet, bank account, or other payment instrument Client provides to Cirqley or its payment processor for the payment of fees.
• "Services" has the meaning set forth above and as further described in Section 3.
• "SOW" means a Statement of Work, proposal, scope document, or order form describing specific Services, deliverables, pricing, and timelines, accepted by Client in writing or electronically.

3. Services Overview

Cirqley provides digital marketing and creative services to businesses, with a particular focus on law firms and professional services. The Services may include, without limitation:

• Website design, development, and maintenance
• Search engine optimization
• Search engine marketing and paid digital advertising management, including Google Ads, Meta Ads, and other platforms
• Social media management and content creation
• Google Business Profile and local listing management
• Media production, including photography, videography, and graphic design
• Content writing and copywriting
• Marketing strategy, consulting, analytics, and reporting
• Ongoing marketing support and campaign management

Services are delivered as (a) one time, project based engagements, (b) monthly retainers, or (c) recurring subscription services, as specified in the applicable SOW. The specific deliverables, timelines, pricing, scope limitations, and performance expectations for any engagement are defined exclusively in the SOW.

Cirqley reserves the right to modify, improve, or discontinue any component of the Services, provided that Cirqley will not materially reduce the deliverables specified in an active SOW without Client's written consent or a corresponding fee adjustment.

4. Client Responsibilities and Authority

4.1 Client Obligations

Client agrees to:

• Provide accurate, complete, and lawful information, content, and materials
• Provide timely feedback, approvals, and access credentials required for Cirqley to perform the Services
• Designate a primary point of contact with authority to approve deliverables and decisions
• Review deliverables promptly, not to exceed five (5) business days unless otherwise stated in the SOW, and provide consolidated feedback
• Maintain a valid, current Payment Method on file for the duration of any recurring engagement
• Comply with all applicable laws and, if Client is a law firm, all applicable rules of professional conduct, state bar advertising rules, and other regulatory requirements
• Maintain appropriate backups of its own systems and data

4.2 Payment Method Authority

Client represents and warrants that Client is the authorized holder of, or is expressly authorized to use, each Payment Method provided to Cirqley, and that Client has authority to authorize recurring charges to that Payment Method. Client agrees to keep Payment Method information current and to notify Cirqley promptly if a Payment Method is closed, replaced, or no longer authorized.

4.3 Effect of Client Delay

Fees continue to accrue and remain payable during any period in which Cirqley is unable to perform because Client has not supplied required content, approvals, access credentials, or feedback. Client delay does not entitle Client to a refund, credit, fee reduction, or extension of any prepaid term.

5. Pricing, Fees, and Payment Processing

5.1 Where Pricing Is Disclosed

Cirqley's Services are priced on a custom basis according to scope. All pricing applicable to Client is stated in the SOW, proposal, order form, or invoice presented to Client before Client authorizes payment. Client will not be charged any amount that was not disclosed to Client in writing in advance. Client may request a written statement of current pricing at any time by contacting info@cirqley.com. These Terms, the Privacy Policy, and Cirqley's contact information are accessible on the Website, in the Billing Portal, and are referenced in every SOW and invoice.

5.2 Fees

Client agrees to pay all fees set forth in the applicable SOW. Fees may include, without limitation: one time project fees, monthly retainer fees, subscription fees, setup and onboarding fees, deposits, third party advertising spend passed through to Client, hosting fees, software and license fees, media production fees, additional fees for work requested outside the agreed scope, approved expenses, adjustments, late fees, and interest.

5.3 Currency

All fees are quoted, invoiced, and charged in United States dollars (USD). Client is responsible for any foreign transaction fee, currency conversion charge, or cross border fee imposed by Client's bank or card issuer. Such third party fees are not fees of Cirqley and are not refundable by Cirqley.

5.4 The Cirqley Billing Portal

Cirqley operates a proprietary Billing Portal through which Client may store a Payment Method, view invoices and upcoming charges, and submit payment. Client acknowledges and agrees that:

• Cirqley may update, modify, enhance, or discontinue any feature of the Billing Portal at any time, provided that Cirqley will continue to make invoices and receipts available to Client by email or another reasonable method.
• Client is responsible for reviewing invoices and upcoming charges in the Billing Portal. Failure to review an invoice or a scheduled charge does not waive or reduce any payment obligation.
• The Billing Portal is provided for Client's convenience. Where the Billing Portal and an executed SOW conflict as to price, the SOW controls.
• Acceptance of these Terms by selecting an agreement checkbox, entering payment information, or submitting payment in the Billing Portal is binding on Client under Section 14.2.

5.5 Payment Processing Through Braintree

Cirqley accepts card, digital wallet, and bank account payments through Braintree, a service of PayPal, Inc. By providing a Payment Method, Client acknowledges and agrees that:

• Payment card, digital wallet, and bank account data is collected, tokenized, transmitted, and stored by Braintree and its affiliates and is subject to Braintree's and PayPal's applicable terms and privacy policies, not solely to these Terms.
• Cirqley does not collect, process, or store full payment card numbers, card verification values, or full bank account or routing numbers on its own systems. Cirqley may retain a token reference, the payment method type, the card brand, the last four digits, and the expiration date for account administration, invoicing, and dispute response purposes.
• Cirqley maintains its payment environment consistent with the Payment Card Industry Data Security Standard applicable to its integration method, and relies on Braintree as a validated service provider for cardholder data handling.
• Braintree may decline, hold, delay, review, or reverse a transaction, and may require verification of a bank account before it can be debited, in accordance with its own risk, compliance, and Network Rules obligations. Cirqley is not liable for any decline, hold, delay, review, verification requirement, or reversal imposed by Braintree, a card network, an originating or receiving depository financial institution, or an issuing bank.
• Cirqley may change payment processors at any time. If Cirqley does so, Client's authorizations under Section 5.8, Section 5.9, and Section 6.1 continue in effect with respect to the successor processor, and Cirqley will notify Client of the change and of any change to the statement descriptor.

5.6 Stored Credentials and Account Updater

Client authorizes Cirqley and Braintree to store Client's Payment Method as a stored credential for the purpose of processing the recurring and future charges authorized under Section 5.8, Section 5.9, and Section 6.1. Client further authorizes Cirqley and Braintree to use card network account update services, including the Braintree Account Updater, to automatically receive and apply updated card credentials when Client's card is reissued, replaced, or renumbered, and to continue processing authorized charges to the updated credential without requiring a new authorization from Client.

5.7 Statement Descriptor

Charges from Cirqley appear on Client's card or bank statement as CIRQLEY LLC. Bank account verification credits and debits initiated to confirm a bank account may appear as PAYPAL. If Client does not recognize a charge, Client must contact Cirqley at info@cirqley.com or 206.866.1719 before contacting its bank or card issuer, so that Cirqley can identify the charge and provide the corresponding invoice and SOW.

5.8 Authorization to Charge Cards and Digital Wallets

By providing a Payment Method, Client expressly authorizes Cirqley, acting through Braintree, to charge that Payment Method for:

• Recurring service fees under Section 6
• One time charges, project fees, setup fees, and onboarding fees
• Approved expenses and approved out of scope work
• Adjustments and approved overages
• Third party advertising spend passed through under Section 5.11
• Applicable taxes
• Outstanding balances, late fees, and interest under Section 5.14
• Any other amount owed under an executed SOW or this Agreement

This authorization applies to scheduled recurring charges, to charges in variable amounts as described in Section 5.10, and, subject to the notice requirement in Section 7.7, to amounts that remain outstanding after termination. This authorization does not permit Cirqley to charge Client's Payment Method for chargeback related costs recoverable under Section 9.5, which are invoiced separately.

5.9 ACH and Bank Account Debit Authorization

Cirqley may accept payment by ACH debit from a United States bank account. ACH is offered for business bank accounts. The following applies if Client provides bank account information:

• Verification first. Braintree must verify the bank account before any debit is initiated. Verification may involve a network check or two small credits followed by an offsetting debit, which Client may be asked to confirm. Client agrees to complete the verification step Cirqley requests.
• Authorization. Client authorizes Cirqley, acting through Braintree, to initiate electronic debit entries to the identified bank account for the amounts described in Section 5.8, and to initiate corrective debit or credit entries to fix an error in a prior entry.
• Separate mandate required. At the time Client provides bank account information, Client must accept the separate ACH authorization mandate presented at the payment step, which identifies the account holder, financial institution, account type, account number or last four digits, routing number, authorization date, and the method of revocation. That mandate, together with this Section 5.9, forms Client's complete ACH authorization.
• Authority. Client confirms that Client is authorized to approve electronic debits on the identified account and that the account is a business account unless Cirqley has agreed otherwise in writing.
• Variable amounts. Client agrees that debit amounts may vary as described in Section 5.10, and Cirqley will give the advance notice required by that section.
• Revocation. Client may revoke this ACH authorization at any time by written notice to info@cirqley.com. Revocation is effective as to any debit scheduled more than three (3) banking days after Cirqley receives the notice. Cirqley will confirm receipt in writing, but Cirqley's confirmation is not a condition of the revocation taking effect.
• Revocation is not cancellation. Revoking ACH authorization does not cancel the Services, does not terminate any SOW, and does not reduce or extinguish any amount owed. Client must cancel Services separately under Section 7.1 and must supply an alternative Payment Method for amounts that remain due.
• Returned entries. ACH debits may be returned by Client's bank for insufficient funds, a closed account, or a claim of unauthorized entry. Section 5.13 applies to returned entries.
• Settlement timing. ACH debits are not instantaneous. An ACH debit may take several banking days to settle, and a debit that initially appears successful may later be returned. A charge is not considered paid until funds have settled.

5.10 Variable and Adjusted Charges

Some charges vary by billing cycle because they depend on approved expenses, approved out of scope work, adjustments, pass through advertising spend, or accrued late fees and interest. Client authorizes charges in variable amounts, subject to the following protections:

• Cirqley will identify the amount and the composition of each variable charge on the invoice or in the Billing Portal before the charge is processed.
• Where a scheduled charge will differ in amount from the immediately preceding scheduled charge for the same engagement, Cirqley will give Client at least ten (10) days' advance written notice of the new amount and the scheduled date.
• Cirqley will not process a charge for out of scope work or an expense that Client has not approved in writing.
• The advance notice in this Section 5.10 is separate from and in addition to the price change notice required by Section 5.18.

5.11 Third Party Advertising Spend

Where Cirqley manages paid advertising campaigns, Client is solely responsible for the cost of media and advertising spend paid to third party platforms, including Google, Meta, LinkedIn, Microsoft, and TikTok. Advertising spend is separate from Cirqley's management fees and may be billed directly to Client's own account with the platform, passed through on Cirqley's invoice, or prepaid by Client, as specified in the SOW. Advertising spend that has been committed to or deployed on a third party platform is consumed on deployment, is not recoverable by Cirqley, and is not refundable under any circumstance.

5.12 Taxes

All fees are exclusive of applicable sales, use, business and occupation, value added, goods and services, and other taxes, levies, or duties, all of which are the responsibility of Client and will be added to invoices where Cirqley is required to collect them. Client is not responsible for taxes based on Cirqley's net income.

5.13 Declined Payments, Retries, and Returned Items

If a charge is declined, returned, or reversed, Cirqley may reattempt the charge to the same or an updated Payment Method up to four (4) times within fifteen (15) days of the original attempt, consistent with applicable Network Rules, and may request an alternate Payment Method. For a returned ACH entry, Cirqley may reinitiate the entry as permitted by applicable ACH rules and may charge Client a returned item fee of twenty five dollars ($25) per returned entry, which reflects Cirqley's administrative and bank costs. A declined, returned, or reversed payment does not suspend or reduce Client's payment obligation. Cirqley may suspend or terminate Services under Section 7 for any amount that remains unpaid, and collection procedures under Section 5.17 may begin without further notice.

5.14 Late Fees and Interest

Invoices not paid by the due date are past due. On any past due amount, Cirqley may assess:

• A late fee of fifty dollars ($50) per missed scheduled payment, representing Cirqley's administrative cost of processing and pursuing the missed payment; and
• Interest at the lesser of 1.5% per month or the maximum rate permitted by Washington law, calculated from the due date until paid in full.

Late fees and interest are in addition to, and not in place of, the principal amount owed and the collection costs recoverable under Section 5.17.

5.15 Application of Payments

Cirqley may apply any payment received, in its discretion, first to collection costs, then to accrued late fees, then to accrued interest, and then to the outstanding principal balance, beginning with the oldest outstanding invoice, regardless of any contrary instruction or notation submitted by Client with the payment.

5.16 No Withholding, Offset, or Deduction

Client may not withhold, offset, deduct, or delay any amount from any invoice unless Cirqley has agreed to that withholding in writing. Disputing part of an invoice does not permit Client to withhold the undisputed portion, which remains due on the original due date. Raising a dispute under Section 9.2 does not suspend Client's obligation to pay amounts that are not the subject of that dispute.

5.17 Collections, Recovery, and Credit Reporting

If payment is not received when due and is not cured after notice, Cirqley may, at its discretion:

• Refer the account to a third party collection agency
• Report the delinquency to a consumer or commercial credit reporting agency, to the extent permitted by applicable law
• Commence proceedings under Section 22 to recover the amount owed
• Recover the principal balance, late fees, interest, returned item fees, administrative fees, collection agency costs, court and arbitration costs, and reasonable attorneys' fees

Client agrees that Cirqley is entitled to recover all reasonable costs of enforcing payment. Cirqley will not report a delinquency that is the subject of a pending dispute properly raised under Section 9.2 until that dispute has been resolved.

5.18 Price Changes

Cirqley may modify recurring fees upon at least thirty (30) days' prior written notice to the email address on file, which will state the current fee, the new fee, and the date the new fee takes effect. If Client does not agree to the new pricing, Client may object in writing before the effective date, and the parties will address the objection under Section 7.1, including the mediation process in Section 22.3 if they cannot agree. Pending resolution, the previous rate continues to apply. Continued authorization of recurring charges at the new rate without written objection constitutes acceptance of the new pricing.

5.19 Billing Portal Access and Client Security Obligations

Client is solely responsible for:

• Restricting Billing Portal access to individuals Client authorizes
• Managing billing contact permissions and promptly removing access for departed personnel
• Safeguarding all login credentials associated with Client's account
• All activity conducted in the Billing Portal under Client's account, including the authorization of charges and changes to a Payment Method

Cirqley is not liable for any loss arising from unauthorized access to the Billing Portal that results from Client's failure to safeguard its credentials or to manage access permissions. Client must notify Cirqley immediately at info@cirqley.com upon learning of any suspected unauthorized access. This Section 5.19 does not limit Cirqley's own obligations with respect to the security of the Billing Portal.

5.20 Equal Treatment of Payment Brands

Cirqley applies these Terms, including the pricing, refund, cancellation, and dispute provisions, equally and without preference or discrimination as among all card brands and payment methods Cirqley accepts.

6. Recurring Billing and Automatic Renewal

IMPORTANT. PLEASE READ THIS SECTION CAREFULLY BEFORE AUTHORIZING PAYMENT.

6.1 Authorization to Charge

Many of Cirqley's Services are provided on a recurring monthly retainer or subscription basis. By accepting an SOW for a recurring engagement and providing a Payment Method, Client expressly authorizes Cirqley, acting through Braintree, to automatically charge Client's Payment Method on a recurring basis, in advance, at the beginning of each billing cycle, in the amount set out in the SOW, together with any approved one time fees, approved overages, pass through advertising spend, and applicable taxes, until the engagement is concluded in accordance with Section 7. This authorization is in addition to the authorizations in Section 5.8 and, where Client pays by bank account, Section 5.9.

6.2 Billing Cycle

Unless the SOW states otherwise, retainers and subscriptions are billed monthly, in advance, on the same calendar day each month. For months that do not include that calendar day, the charge occurs on the last day of the month. Charges occur before the service period to which they relate.

6.3 Automatic Renewal

Retainers and subscriptions renew automatically at the end of each billing cycle, for a term equal to the prior term, at the then current rate, without further action by Client, until the engagement is concluded under Section 7. Client acknowledges that charges will continue to recur automatically until Client cancels.

6.4 Amount Charged and Receipts

The amount charged each cycle equals the recurring fee specified in the SOW, plus any one time fees, approved overages, pass through advertising spend, and applicable taxes. Cirqley will issue an electronic invoice or receipt for each charge to the email address on file and will make it available in the Billing Portal. Client should retain these records. Failure to receive, review, or read an invoice or receipt does not affect the validity of a charge or waive any payment obligation.

6.5 Notice and Monitoring of Upcoming Charges

Upcoming charges are shown in the Billing Portal, and Client may request a schedule of upcoming charges at any time by contacting info@cirqley.com. Cirqley will provide advance written notice before any change to the recurring amount, as required by Section 5.18, and advance written notice of any variable charge that differs from the preceding charge, as required by Section 5.10.

6.6 Term Commitments

Where an SOW specifies a minimum term, Client is responsible for the full fees for that minimum term. Termination before the end of a minimum term does not relieve Client of the remaining committed fees, which become immediately due upon the effective date of cancellation unless the SOW states otherwise.

6.7 Acknowledgment

By authorizing a recurring engagement, Client acknowledges that (a) charges will recur automatically until the engagement is concluded by agreement under Section 7.1, (b) each charge is for fees earned under an executed SOW, (c) no refund will be issued for any charge consistent with the SOW and these Terms, and (d) Client will raise any billing question or dispute with Cirqley under Section 9 rather than with Client's bank, card issuer, or payment provider.

7. Cancellation and Termination

7.1 No Unilateral Cancellation by Client. Termination by Mutual Agreement.

An engagement continues until it is concluded by mutual written agreement of the parties under this Section 7.1, resolved through the process in Section 22, or terminated by Cirqley under Section 7.4 or Section 7.5. Client may not unilaterally cancel, terminate, or suspend an engagement, and no notice from Client, standing alone, terminates an engagement or stops recurring charges.

If Client wishes to conclude an engagement, the following process applies:

• Client submits a written termination request to info@cirqley.com stating the requested effective date and the reason for the request.
• Cirqley will acknowledge the request in writing within two (2) business days and will respond substantively within ten (10) business days.
• The parties will then confer in good faith for up to fifteen (15) days to agree on an effective date, a transition plan, the handover of accounts and access, and the final amounts owed.
• Termination takes effect only when documented in a written termination agreement signed by both parties, which will state the effective date and the final amount due.
• If the parties do not reach written agreement within thirty (30) days after Cirqley receives the request, either party may initiate mediation under Section 22.3, and the dispute resolution process in Section 22 governs the conclusion of the engagement.

Until a written termination agreement is executed or the process in Section 22 concludes, the engagement remains in force, Cirqley will continue performing the Services, the term continues to run, and recurring charges continue to be authorized and processed under Section 6. Client's obligation to pay is not suspended by the submission of a termination request or by the pendency of mediation. See Section 5.16.

Nothing in this Section 7.1 limits Client's right to raise a billing dispute under Section 9.2, to report a billing error under Section 8.3, or to revoke an ACH authorization under Section 5.9, and none of those actions terminates an engagement or reduces any amount owed.

7.2 Effect of Termination by Agreement

A termination agreed under Section 7.1 stops future recurring charges as of the effective date stated in that agreement. It does not refund, prorate, credit, or reduce any fee already charged, including the fee for the billing cycle in which termination takes effect, and it does not reduce any remaining minimum term commitment under Section 6.6 unless the termination agreement expressly says so. Client remains responsible for all fees incurred through the effective date. Client retains access to Services through the end of the paid cycle.

7.3 Suspension by Cirqley

Cirqley may suspend performance of the Services immediately, with or without notice, upon (a) any failed, declined, reversed, or past due payment, (b) initiation of a Chargeback by Client, (c) suspected fraud or unauthorized use of a Payment Method, or (d) any material breach of this Agreement by Client. Suspension does not relieve Client of any payment obligation, and fees continue to accrue during suspension.

7.4 Termination by Cirqley

Cirqley may terminate this Agreement and any engagement, in whole or in part, immediately upon written notice if:

• Client fails to pay any amount when due and does not cure the failure within ten (10) days of notice
• Client initiates a Chargeback in breach of Section 9
• Client materially breaches these Terms or an SOW and does not cure the breach within thirty (30) days of notice, or immediately for breaches that cannot be cured
• Client engages in conduct that is unlawful, abusive, harassing, or discriminatory toward Cirqley personnel, or that would expose Cirqley to legal, reputational, or regulatory risk
• Client provides content, instructions, or materials that would violate applicable law, third party rights, platform policies, or rules of professional conduct, including state bar advertising rules
• Continued performance becomes commercially impracticable or is prohibited by law

7.5 Termination for Convenience by Cirqley

Cirqley may terminate a recurring engagement for convenience upon thirty (30) days' written notice. In that case only, Cirqley will not charge Client for any billing cycle beginning after the effective date of termination. This Section 7.5 does not create any right to a refund of fees already charged.

7.6 Effect of Termination

Upon termination for any reason: (a) Client will pay all fees accrued through the effective date of termination, including any minimum term commitment; (b) each party will return or destroy the other party's Confidential Information, subject to reasonable retention for legal, backup, and compliance purposes; (c) Cirqley will provide Client with final Deliverables for which payment has been received in full, subject to Section 12; and (d) Sections 5, 6, 7, 8, 9, 12, 14, 17, 18, 19, 20, 22, 23, 24, and 25 survive termination, including all payment obligations, late fees and interest under Section 5.14, the application of payments rule in Section 5.15, the collections rights in Section 5.17, the chargeback provisions in Section 9, and the payment authorizations in Section 5.8 and Section 5.9 as limited by Section 7.7.

7.7 Post Termination Billing Authorization

Cancellation or termination of Services does not eliminate any outstanding payment obligation. Client's authorization under Section 5.8 and Section 5.9 survives termination and remains in effect solely for the purpose of collecting amounts already accrued and owed as of the effective date of termination, including unpaid fees, approved expenses, minimum term commitments under Section 6.6, late fees, interest, and returned item fees.

Before charging a stored Payment Method after the effective date of termination, Cirqley will send Client written notice at the email address on file, at least ten (10) days in advance, stating the amount, the composition of the amount, and the scheduled charge date. Client may pay by another method during that period. Cirqley will not charge a stored Payment Method after termination for any amount that accrues after the effective date of termination, or for any amount recoverable under Section 9.5, without a new authorization from Client.

8. No Refund Policy. All Sales Are Final.

8.1 Cirqley Does Not Issue Refunds

ALL FEES PAID TO CIRQLEY ARE EARNED UPON PAYMENT AND ARE NONREFUNDABLE. CIRQLEY DOES NOT ISSUE REFUNDS, RETURNS, CREDITS, PARTIAL REFUNDS, OR PRORATED RETURNS OF ANY FEE, FOR ANY REASON, EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW. ALL SALES ARE FINAL.

This policy applies to every category of fee, including retainer fees, subscription fees, project fees, deposits, setup and onboarding fees, media production fees, hosting and software fees, rush fees, and third party advertising spend.

8.2 Conditions of Eligibility

Because Cirqley does not offer refunds, there are no conditions under which Client becomes eligible for a refund of fees earned for Services. Client should not enter into an engagement with Cirqley in reliance on any expectation of a refund, trial period, satisfaction guarantee, or money back arrangement, none of which Cirqley offers. Any exception must be set out expressly in a written SOW signed by an authorized officer of Cirqley.

8.3 Correction of Billing Errors

A correction of a billing error is not a refund of earned fees, and this Section 8.3 is not an exception to Section 8.1. Cirqley will promptly correct, by return of funds or by account credit at Client's election, any amount that Cirqley verifies to be:

• A duplicate charge for the same invoice or the same billing cycle
• A charge processed after the effective date of a properly submitted cancellation under Section 7.1
• A charge in an amount greater than the amount disclosed in the applicable SOW or invoice
• A charge to a Payment Method that Client did not authorize

Client must report a suspected billing error to info@cirqley.com within sixty (60) days of the date of the charge. This sixty (60) day window applies only to the mechanical errors listed above. A dispute about whether a charge is correctly owed under the SOW is governed by the thirty (30) day deadline in Section 9.2. Cirqley will investigate and respond in writing within fifteen (15) business days of receiving a complete report and will process any verified correction within ten (10) business days of completing its investigation. Corrections are returned to the original Payment Method where possible.

8.4 Fees Associated With Refunds and Cancellations

Cirqley charges no cancellation fee, termination penalty, restocking fee, or administrative fee for concluding an engagement by agreement under Section 7.1, and Cirqley deducts no processing fee from any billing error correction issued under Section 8.3. Client remains responsible for (a) the full fee for the billing cycle in which termination takes effect, without proration, (b) all fees that accrue while a termination request is pending under Section 7.1, (c) any remaining minimum term commitment under Section 6.6, and (d) any third party bank or card issuer fee, currency conversion charge, or foreign transaction fee, which Cirqley does not control and does not reimburse.

8.5 Matters That Do Not Give Rise to a Refund

Without limiting Section 8.1, no refund, credit, or fee reduction is available for:

• Dissatisfaction with marketing results, search rankings, traffic, lead volume, lead quality, conversion rates, advertising performance, case acquisition, or business outcomes
• Partial billing cycles, unused hours, unused deliverables, or Services declined or not used by Client
• Services already performed, work already in progress, or Deliverables already produced or delivered
• Advertising spend committed to or deployed on a third party platform
• Delay or nonperformance caused by Client, including failure to supply content, approvals, access credentials, or feedback
• Changes to third party platform terms, policies, pricing, algorithms, or availability, or account suspensions imposed by third parties
• Suspension or termination of Services by Cirqley under Section 7.3 or Section 7.4
• Change of business direction, change of ownership, change of personnel, business closure, or reduced marketing budget on Client's side

8.6 Client Acknowledgment of This Policy

Client acknowledges that this no refund policy was disclosed to Client before Client authorized any payment, that Client had the opportunity to read it, and that Client accepted it as a condition of engaging Cirqley. Client's authorization of payment constitutes acceptance of this Section 8.

9. Payment Disputes, Chargebacks, and Reversals

9.1 Purpose of This Section

Cirqley is a professional services provider, not a consumer subscription service. Every engagement is governed by an SOW that defines scope, deliverables, fees, and a dispute resolution process. This Section 9 sets out the exclusive process for raising a question or dispute about any charge.

9.2 Deadline and Mandatory Notice Before Any Dispute

Client must notify Cirqley in writing of any dispute regarding an invoice or a charge within thirty (30) days after the invoice date or the charge date, whichever is earlier. Failure to provide written notice within that period constitutes Client's acceptance of the charge as correct and as owed, and waives any subsequent objection to that charge as between Client and Cirqley. This deadline does not shorten the sixty (60) day window in Section 8.3 for reporting a mechanical billing error, and it does not affect any right Client has under Section 9.7.

Before disputing any charge through any channel, Client must:

• Send written notice to info@cirqley.com identifying the transaction date, the amount, the invoice number if known, and the specific basis for the dispute; and
• Allow Cirqley a reasonable opportunity, not less than fifteen (15) business days from receipt of that notice, to investigate and respond in writing.

Cirqley will respond within that period with its findings, the supporting invoice and SOW, and, where applicable, a correction under Section 8.3. Raising a dispute does not permit Client to withhold undisputed amounts. See Section 5.16.

9.3 No Chargebacks

CLIENT AGREES THAT ANY DISPUTE OVER FEES, CHARGES, SERVICES, OR PERFORMANCE WILL BE RESOLVED EXCLUSIVELY THROUGH THIS SECTION 9 AND, IF UNRESOLVED, THROUGH THE MEDIATION AND BINDING ARBITRATION PROCESS IN SECTION 22, AND NOT BY INITIATING A CHARGEBACK, PAYMENT DISPUTE, BANK REVERSAL, ACH RETURN, OR PROVIDER DISPUTE WITH CLIENT'S BANK, CARD ISSUER, CARD NETWORK, OR PAYMENT PROVIDER.

Client acknowledges that each charge reflects fees earned under an executed SOW, that Client has received or will receive in the ordinary course the Services corresponding to each charge, and that Client has been provided an invoice or receipt for each charge.

9.4 Chargeback as Material Breach

Initiating a Chargeback without first completing the notice process in Section 9.2, or initiating a Chargeback with respect to a charge that is consistent with the applicable SOW and these Terms, constitutes a material breach of this Agreement.

9.5 Cirqley's Remedies

In the event of a breach of Section 9.3 or Section 9.4, Cirqley is entitled to:

• Immediately suspend or terminate all Services and this Agreement under Section 7.3 and Section 7.4
• Declare immediately due and payable all remaining fees owed under the SOW for the balance of the then current term
• Recover from Client the amount of the disputed charge, all Chargeback fees, bank fees, processor fees, and network fees assessed against Cirqley, and Cirqley's reasonable costs of responding, including a documented administrative cost recovery of fifty dollars ($50) per disputed transaction
• Recover Cirqley's reasonable attorneys' fees, arbitration fees, and costs of collection under Section 5.14, Section 5.17, and Section 22.6
• Submit the executed SOW, invoices, receipts, correspondence, delivery records, reporting, and platform data as evidence in response to the Chargeback
• Refer the outstanding balance, plus costs, to a collection agency or pursue recovery through the process in Section 22
• Decline to provide Services to Client in the future and require prepayment by wire or verified funds for any future engagement

Amounts recoverable under this Section 9.5 will be invoiced to Client and are payable within ten (10) days of the invoice date. Cirqley will not charge these amounts to Client's Payment Method without a new, separate authorization from Client.

9.6 Authorization to Share Records

Client irrevocably authorizes Cirqley to disclose the executed SOW, invoices, receipts, correspondence, service delivery records, campaign reporting, platform access logs, and related documentation to Client's bank, card issuer, card network, Braintree, PayPal, any acquiring bank, any successor payment processor, any collection agency, and any mediator or arbitrator, in each case as reasonably necessary to respond to a Chargeback or to pursue or defend a payment dispute.

9.7 Rights Under Network Rules and Applicable Law

Nothing in these Terms is intended to, and nothing in these Terms will be construed to, waive, limit, or interfere with any right Client may have as a cardholder or account holder under applicable Network Rules or applicable law, or to prevent any card network, issuing bank, or payment provider from exercising its rights. Client's commitment in Section 9.3 is a contractual commitment between Client and Cirqley, enforceable between the parties as a matter of contract and through the process in Section 22. It does not restrict Client's ability to contact its issuer, and it does not affect the rights or obligations of Braintree, PayPal, any acquiring bank, or any card network. If any portion of Section 9.3 is held unenforceable, the remainder of this Section 9 remains in full force, including Section 9.2, Section 9.4, Section 9.5, and Section 9.6.

10. Service Delivery, Timeframes, and No Guarantee of Results

10.1 Service Commencement and Delivery Timeframe

Cirqley's Services are performed and delivered electronically. No physical goods are shipped. Unless the SOW states otherwise, onboarding begins within five (5) business days after the later of (a) execution of the SOW and (b) receipt of the first payment. Ongoing retainer and subscription Services are performed continuously throughout each billing cycle. Project milestones and deliverable dates are set out in the SOW.

10.2 Timelines Are Estimates

Cirqley will use commercially reasonable efforts to deliver Services within the timelines set forth in the applicable SOW. Timelines are estimates and depend on Client's timely provision of information, content, approvals, access credentials, and feedback. Delays caused by Client, third party platforms, or circumstances beyond Cirqley's reasonable control extend applicable timelines accordingly.

10.3 No Guarantee of Marketing Results

Client acknowledges and agrees that digital marketing involves many variables outside Cirqley's control, including search engine algorithms, advertising platform policies, competitive activity, seasonality, consumer behavior, and Client's own operations. Cirqley makes no representation, warranty, or guarantee regarding:

• Search engine rankings or positions
• Website traffic volume or quality
• Lead generation volume or quality
• Conversion rates, revenue, or return on investment
• Cost per click, cost per lead, or cost per acquisition
• Advertising performance, or approval of advertising by any platform
• Client case acquisition, signed retainers, or case value, for law firm Clients
• Any other specific business outcome

Past performance for other clients is not indicative of future results. Client accepts all business risk associated with marketing activities. Dissatisfaction with results is not a basis for a refund, a Chargeback, or withholding of payment. See Section 8.5.

11. Third Party Platforms and Services

Cirqley's Services often rely on third party platforms, tools, and services, including Google, Meta, LinkedIn, Microsoft, TikTok, hosting providers, CRM platforms, analytics platforms, call tracking services, and payment providers. Cirqley is not responsible for, and Client assumes all risk relating to:

• Outages, downtime, bugs, or performance issues of third party platforms
• Changes to third party terms, policies, pricing, APIs, algorithms, or features
• Account suspensions, disapprovals, or terminations imposed by third parties, including for Client's content, industry, or past conduct
• Data loss resulting from third party failures
• Fees charged by third parties, including payment processing, platform, and bank fees

Client's use of third party platforms is governed by those third parties' own terms of service, which Client is solely responsible for reviewing and complying with. This includes the terms and privacy policies of Braintree and PayPal with respect to payment processing.

12. Intellectual Property

12.1 Cirqley Preexisting IP

Cirqley retains all right, title, and interest in and to (a) its own trademarks, trade names, logos, branding, and the Website and its content; (b) any tools, software, code libraries, processes, methodologies, templates, frameworks, systems, and know how developed by Cirqley independent of or prior to any engagement ("Cirqley Preexisting IP"); and (c) any improvements or derivatives of the foregoing. No license to Cirqley Preexisting IP is granted except as expressly set out in the applicable SOW or as reasonably necessary for Client's use of the Deliverables.

12.2 Deliverables and Payment Condition

Subject to Client's payment of all fees due, Cirqley assigns to Client, upon payment in full, all right, title, and interest in the final, accepted Deliverables specifically created for Client under the SOW, excluding Cirqley Preexisting IP and any third party materials, which are licensed on their own applicable terms. Until all fees are paid in full, Client receives no ownership rights in any Deliverable and may not use, reproduce, publish, or distribute any draft or in progress material. If Client initiates a Chargeback that reverses payment for a Deliverable, the assignment of that Deliverable is automatically rescinded and Client's license to use it terminates immediately.

12.3 License to Cirqley Preexisting IP

To the extent any Cirqley Preexisting IP is incorporated into a Deliverable, Cirqley grants Client a worldwide, nonexclusive, nontransferable, perpetual, royalty free license to use that Cirqley Preexisting IP solely as incorporated into the Deliverable and solely for Client's internal business purposes.

12.4 Client Content

Client retains all rights in content, materials, trademarks, images, logos, and data provided by Client to Cirqley ("Client Content"). Client grants Cirqley a worldwide, nonexclusive, royalty free license to use, reproduce, modify, publish, and display Client Content solely as necessary to perform the Services. Client represents and warrants that Client owns or has the necessary rights to all Client Content and that use of Client Content as contemplated will not infringe any third party right or violate any law.

12.5 Portfolio and Marketing Rights

Unless Client objects in writing, Cirqley may identify Client as a customer and use Client's name, logo, and nonconfidential descriptions and images of the Deliverables in Cirqley's portfolio, case studies, website, social media, proposals, and other marketing materials. Client may withdraw this permission at any time by written notice to info@cirqley.com.

13. Acceptable Use of the Website

You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Website in violation of any applicable international, federal, state, or local law, rule, or regulation
• Attempt to gain unauthorized access to any portion of the Website, any related system, or any data
• Interfere with, disrupt, or impair the Website's security, availability, or functionality
• Upload, post, or transmit any virus, malware, spyware, worm, or other harmful code
• Use any robot, spider, scraper, or other automated means to access the Website without Cirqley's prior written consent
• Reproduce, duplicate, copy, sell, resell, or otherwise exploit the Website for commercial purposes without Cirqley's prior written consent
• Frame, mirror, or deep link the Website without Cirqley's prior written consent
• Harvest or collect email addresses or other contact information from the Website
• Submit or transmit any payment instrument that you are not authorized to use, or engage in any fraudulent, deceptive, or unauthorized payment activity
• Submit false, misleading, defamatory, obscene, harassing, or unlawful content

Cirqley may restrict, suspend, or terminate your access to the Website at any time, with or without notice, for any violation of these Terms.

14. Electronic Communications and Consent

14.1 Electronic Communications Generally

By using the Website or engaging the Services, you consent to receive communications from Cirqley electronically, including by email, through the Website, and by text message. You agree that all agreements, notices, disclosures, invoices, receipts, billing notices, price change notices, and other communications Cirqley provides to you electronically satisfy any legal requirement that such communications be in writing, in accordance with the federal Electronic Signatures in Global and National Commerce Act (the ESIGN Act) and applicable Washington law.

14.2 Electronic Signatures and Authorizations

The parties consent to the use of electronic signatures and electronic acceptance. An electronic signature, checkbox acceptance, or click acceptance on an SOW, an invoice, a payment page, or these Terms is legally binding and equivalent to a handwritten signature. This includes Client's electronic authorization of recurring charges under Section 6.1.

14.3 Keeping Contact Information Current

Client is responsible for maintaining a current email address on file. Notices sent to the email address on file are deemed received on the date sent, absent a delivery failure notification.

15. Text Message Program

Cirqley may send text messages to Clients and authorized Client contacts for client care, account servicing, scheduling, project updates, billing notices, and related conversational communications with existing Clients (the "SMS Program").

By providing your mobile phone number to Cirqley, whether on a web form, in an SOW, during onboarding, verbally, or otherwise, and confirming that the number may be used for text messages, you expressly consent to receive text messages from Cirqley at that number.

• Program name. Cirqley Client Care.
• Message types. Account, billing, scheduling, project status, and client care messages.
• Message frequency. Recurring. Frequency varies based on your account activity.
• Cost. Message and data rates may apply. Cirqley does not charge for the messages themselves, but your mobile carrier may.
• Opt out. You may opt out at any time by replying STOP to any Cirqley text message. After opting out, you will receive one confirmation message and will not receive further messages from the program. You may also opt out by emailing info@cirqley.com.
• Help. Reply HELP to any message for assistance, or contact us at info@cirqley.com or 206.866.1719.
• Supported carriers. Messages are supported on major United States wireless carriers. Carriers are not liable for delayed or undelivered messages.
• Not a condition of purchase. Consent to receive text messages is not a condition of purchasing any Service from Cirqley. You may engage the Services without consenting to text messages.
• Privacy. Mobile phone numbers collected for the SMS Program are handled in accordance with our Privacy Policy and are not sold, rented, or shared with third parties for their marketing purposes. We do not share mobile opt in data or consent with third parties except as required to deliver the messages themselves.
• No mobile information sharing. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. All other categories exclude text messaging originator opt in data and consent, and this information will not be shared with any third parties.

Cirqley's SMS Program is intended to comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227, the CAN SPAM Act, and applicable state consumer protection laws. If you believe you have received a message from Cirqley in error, please contact us immediately at info@cirqley.com.

16. Law Firm Clients. Special Provisions.

The following provisions apply if Client is a law firm, attorney, or legal services provider.

16.1 Not Legal Advice. No Attorney Client Relationship.

Cirqley is not a law firm, does not provide legal advice, and does not engage in the practice of law. Nothing Cirqley provides, including the Website, the Services, the Deliverables, or any communication, constitutes legal, tax, or accounting advice. No attorney client relationship is formed between Cirqley and Client, or between Cirqley and any of Client's clients, prospective clients, or website visitors, by virtue of the Services.

16.2 Compliance With Rules of Professional Conduct

Client is solely responsible for ensuring that all marketing, advertising, and communications produced, published, or disseminated through the Services, including website content, blog posts, landing pages, advertising copy, social media, email, video, and client intake materials, comply with:

• The American Bar Association Model Rules of Professional Conduct, including Rules 7.1, 7.2, 7.3, and 7.5, or successor rules
• The rules of professional conduct and advertising rules of every state bar, federal court, or other jurisdiction in which Client is licensed or in which Client's marketing will be viewed or directed
• Any requirement for disclaimers, disclosures, attorney advertising labeling, past results disclaimers, jurisdiction statements, or specialization and certification statements
• Restrictions on solicitation, testimonials, endorsements, comparative statements, and contingency fee advertising
• Trust account and fee advertising rules
• Any advisory opinion, ethics opinion, or bar guidance applicable to Client

Cirqley may incorporate standard disclaimers at Client's request or based on general industry practice, but Cirqley does not warrant that any content or Deliverable complies with any specific bar rule or ethics opinion. Client is responsible for reviewing and approving all marketing content before publication and for the compliance of that content with all applicable rules of professional conduct. Client agrees to indemnify Cirqley under Section 18 for any claim arising from Client's publication of noncompliant content.

16.3 Client Confidential Information and Conflicts

Client will not disclose to Cirqley, and Cirqley does not want to receive, any information protected by attorney client privilege, attorney work product doctrine, or client confidentiality obligations. Client represents that the sharing of any client name, matter, testimonial, case result, or similar information with Cirqley for marketing purposes has been appropriately authorized and is permissible under applicable rules.

16.4 Results in Legal Marketing

Client acknowledges that legal marketing outcomes, including call volume, retained matters, signed fee agreements, and case value, depend heavily on factors outside Cirqley's control, including practice area, geography, competition, intake process, case selection, staffing, and Client's own responsiveness. Section 10.3 applies with particular force to legal marketing.

17. Confidentiality

Each party (the "Receiving Party") agrees to keep confidential all nonpublic information disclosed to it by the other party (the "Disclosing Party") that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"), and to use that information only as necessary to perform or benefit from the Services. This obligation does not apply to information that (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; (d) is independently developed without use of the Confidential Information; or (e) is required to be disclosed by law, subpoena, or court order, provided the Receiving Party gives the Disclosing Party prompt written notice where legally permissible.

Disclosure of records to a bank, card issuer, card network, payment processor, mediator, arbitrator, or collection agency under Section 9.6 is expressly permitted and is not a breach of this Section 17. This Section 17 survives termination for three (3) years, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

18. Indemnification

Client agrees to indemnify, defend, and hold harmless Cirqley LLC and its members, officers, directors, employees, contractors, affiliates, agents, and licensors (the "Cirqley Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Client Content or Client's instructions
• Client's breach of these Terms, any SOW, any representation or warranty, or any applicable law
• Client's publication of marketing, advertising, or other content, including any claim of false advertising, unfair competition, defamation, invasion of privacy, or violation of rules of professional conduct or bar advertising rules
• Client's use of the Deliverables in a manner not authorized by these Terms or the SOW
• Infringement or misappropriation of third party rights by Client Content or Client's business operations
• Any product, service, or representation made by Client to its own customers or clients
• Any dispute between Client and its own customers, clients, employees, or third parties
• Any Chargeback initiated in breach of Section 9, including all fees, fines, assessments, penalties, reserves, and costs imposed on Cirqley by Braintree, PayPal, any acquiring bank, or any card network as a result

Cirqley will promptly notify Client of any claim, allow Client to control the defense with counsel reasonably acceptable to Cirqley, and provide reasonable cooperation at Client's expense. Client may not settle any claim that imposes an obligation on a Cirqley Party without that party's prior written consent.

19. Disclaimer of Warranties

THE WEBSITE, THE SERVICES, AND THE DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CIRQLEY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Cirqley does not warrant that (a) the Website or the Services will be uninterrupted, error free, or secure; (b) defects will be corrected; (c) the Website or any server is free of viruses or harmful components; (d) any specific marketing, business, or financial result will be achieved; or (e) any payment processor, bank, or card network will authorize, settle, or maintain any particular transaction. Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CIRQLEY OR THE CIRQLEY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE SERVICES, OR THE DELIVERABLES, REGARDLESS OF THE LEGAL THEORY, WHETHER CONTRACT, TORT, STATUTE, OR OTHERWISE, AND EVEN IF CIRQLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CIRQLEY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE SERVICES, AND THE DELIVERABLES WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CIRQLEY DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations of liability. In those jurisdictions, Cirqley's liability is limited to the maximum extent permitted by law.

21. Force Majeure

Neither party will be liable for any delay or failure to perform, other than a payment obligation, resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, government action, labor disputes, internet or utility failures, cyberattacks, payment network outages, or the failure of any third party platform or service.

22. Dispute Resolution. Mediation and Binding Arbitration.

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES THE PARTIES TO RESOLVE DISPUTES, INCLUDING ALL PAYMENT AND BILLING DISPUTES, THROUGH MEDIATION FOLLOWED BY BINDING INDIVIDUAL ARBITRATION IN WASHINGTON STATE, AND IT WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

22.1 Scope

This Section 22 applies to any dispute, claim, or controversy between Client and Cirqley arising out of or relating to these Terms, any SOW, the Website, the Services, the Deliverables, any charge, invoice, or payment, any Chargeback, or the relationship between the parties, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after termination. Any dispute over a payment, charge, fee, or Chargeback must be resolved under this Section 22 and not through a bank, card issuer, card network, or payment provider dispute process.

22.2 Step One. Written Notice and Informal Resolution.

Before commencing mediation or arbitration, the initiating party must send a written Notice of Dispute to the other party describing the nature and basis of the claim, the relief sought, and the amount in controversy. Notice to Cirqley must be sent to info@cirqley.com and to Cirqley LLC, 221 1st Ave W, Ste 212, Seattle, WA 98119. Notice to Client may be sent to the email address on file. The parties will negotiate in good faith for at least thirty (30) days after the Notice of Dispute is sent. For billing and payment disputes, the notice process in Section 9.2 must also be completed.

22.3 Step Two. Mandatory Mediation.

If the dispute is not resolved within thirty (30) days after the Notice of Dispute, either party may demand mediation, and completion of mediation is a condition precedent to arbitration. Mediation will be conducted as follows:

• A single mediator selected by mutual agreement of the parties. If the parties do not agree on a mediator within fifteen (15) days after the mediation demand, either party may request that the American Arbitration Association appoint a mediator with commercial contract experience.
• The mediation will take place in King County, Washington, or by videoconference if the parties agree.
• The mediation will be scheduled to occur within sixty (60) days after the mediation demand, unless the parties agree in writing to extend that period.
• The parties will share the mediator's fees and administrative costs equally. Each party bears its own attorneys' fees and expenses for the mediation.
• Each party will send a representative with authority to settle the dispute and will participate in good faith.
• Mediation communications are confidential and are not admissible in any subsequent proceeding, to the maximum extent permitted by law.
• If a party refuses to participate in mediation in good faith, the other party may proceed directly to arbitration, and the refusing party's conduct may be considered by the arbitrator in awarding fees and costs under Section 22.6.

22.4 Step Three. Binding Arbitration.

If the dispute is not resolved through mediation, it will be resolved exclusively by final and binding arbitration, and not in court, except as provided in Section 22.7. Arbitration will be conducted as follows:

• Administered by the American Arbitration Association under its Commercial Arbitration Rules in effect at the time the arbitration is commenced, including the Expedited Procedures where applicable by amount in controversy.
• Before a single neutral arbitrator selected in accordance with those rules.
• The seat, place, and hearing locale of the arbitration is King County, Washington. Hearings may be conducted by videoconference if the parties or the arbitrator so determine, without changing the seat of the arbitration.
• The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The substantive law of the State of Washington governs the merits of the dispute.
• The arbitrator has exclusive authority to resolve any dispute regarding the scope, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of it is void or voidable.
• The arbitrator will issue a reasoned written award. The award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction, including the state and federal courts located in King County, Washington.
• The arbitrator may award any relief that a court could award on an individual basis, including specific performance and the fee award described in Section 22.6, but may not award relief against or on behalf of any person who is not a party.

22.5 Individual Basis Only. Jury Trial and Class Action Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY AND AGREES THAT ALL DISPUTES WILL BE BROUGHT ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PARTY OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

If this Section 22.5 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in the state or federal courts located in King County, Washington, and the remaining claims will proceed in arbitration.

22.6 Fees and Costs

Each party will pay its own share of the arbitration filing and administrative fees as allocated by the applicable rules. The arbitrator will award the prevailing party its reasonable attorneys' fees, expert fees, arbitration fees, and costs, including all amounts recoverable under Section 5.14, Section 5.17, and Section 9.5.

22.7 Exceptions

Notwithstanding Section 22.4, either party may (a) seek temporary or preliminary injunctive or other equitable relief in the state or federal courts located in King County, Washington to protect its intellectual property or Confidential Information, pending appointment of the arbitrator; and (b) bring an individual claim in a small claims court of competent jurisdiction if the claim qualifies and remains in that court on an individual basis.

22.8 Confidentiality of Proceedings

The existence, content, and outcome of any mediation or arbitration under this Section 22 are confidential, except as necessary to enforce or challenge an award, to comply with law, or to inform a party's insurers, auditors, or professional advisors.

22.9 Time Limitation

To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms, an SOW, the Services, or any charge must be brought within one (1) year after the claim accrues, or it is permanently barred.

22.10 Survival and Severability of This Section

This Section 22 survives termination of this Agreement. If any portion of this Section 22 is found unenforceable, the remainder will continue in effect to the maximum extent permitted by law.

23. Governing Law and Venue

These Terms, and any dispute arising from or relating to them, the Website, or the Services, are governed by the laws of the State of Washington, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 22, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington for any proceeding permitted to be brought in court, including proceedings to compel arbitration, to seek interim equitable relief, or to confirm, enforce, or vacate an arbitration award. Each party waives any objection to jurisdiction, venue, or inconvenient forum in those courts.

24. General Provisions

• Entire Agreement. These Terms, together with any executed SOW and the Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral, including any prior Cirqley billing terms or billing portal terms.
• Order of Precedence. As set out in Section 1.2.
• Assignment. Client may not assign or transfer these Terms or any SOW, by operation of law or otherwise, without Cirqley's prior written consent. Cirqley may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
• Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship.
• No Third Party Beneficiaries. These Terms do not create any right for any person or entity that is not a party, except that the Cirqley Parties may enforce Section 18 and Section 20.
• Notices. Notices to Cirqley must be sent to info@cirqley.com and to Cirqley LLC, 221 1st Ave W, Ste 212, Seattle, WA 98119, USA. Notices to Client may be sent to the email address on file.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be reformed to the minimum extent necessary to make it valid and enforceable.
• Waiver. A waiver of any breach is not a waiver of any subsequent breach. Waivers must be in writing and signed by the waiving party. Cirqley's failure to enforce any provision is not a waiver of its right to do so later.
• Headings. Headings are for convenience only and do not affect interpretation.
• Interpretation. The word "including" means "including without limitation." No rule of construction requiring interpretation against the drafting party applies.
• Export Controls. Client will not use or export the Services or the Deliverables in violation of United States export control laws or sanctions programs.
• United States Government Rights. Any Services or Deliverables provided to the United States government are "commercial items" as defined in FAR 2.101, licensed with only those rights set out in these Terms.
• Compliance With Network Rules. Cirqley accepts payment cards in accordance with applicable Network Rules. Nothing in these Terms limits or modifies any obligation Cirqley owes to Braintree, PayPal, any acquiring bank, or any card network, or any right those parties hold.

25. Contact Information

Questions about these Terms, about a charge, or about concluding an engagement should be directed to Cirqley before contacting any bank, card issuer, or payment provider: