These Terms of Service (“Terms”) govern your access to and use of the websites, applications, and services provided by Town Circle (“Town Circle,” “we,” “us,” or “our”), including the towncircle.co website, the merchant dashboard, the public membership pages, and any related SMS messaging features (collectively, the “Service”).
By creating an account, accepting an invitation, joining a merchant's member list, or otherwise using the Service, you agree to these Terms. If you don't agree, don't use the Service.
1. Who these Terms cover
The Service has two kinds of users, and these Terms apply to both:
- Merchants — independent businesses who use the Town Circle dashboard to run a member list, send SMS messages, and manage offers. Section 4 (Subscription Plans) and Section 6 (Merchant Responsibilities) apply specifically to merchants.
- Consumers — people who join a merchant's member list by submitting their phone number on a Town Circle membership page. Section 7 (Consumer SMS Terms) applies specifically to consumers.
2. Description of the Service
Town Circle is a membership and SMS messaging platform for independent local businesses. We give merchants tools to invite their customers to a member list, send those members offers and updates by SMS, and operate an automated assistant that responds to inbound messages. We give consumers a fast, app-free way to join the businesses they already visit and receive messages they actually want.
3. Eligibility and accounts
You must be at least 18 years old to create a merchant account or consent to receive SMS messages from a merchant. Merchant accounts are created either through self-serve signup or by invitation from aTown Circle operator. You agree to provide accurate information when you sign up, keep that information current, and protect your sign-in credentials. You're responsible for everything that happens under your account.
4. Subscription plans, billing, and cancellation
Merchant access is offered through monthly subscription plans described on our pricing page. Each plan includes a monthly allowance of SMS messages. Additional message credits can be purchased separately as one-time top-up packs.
4.1 Billing
Subscriptions are billed monthly in advance. The first charge happens when you start your subscription; recurring charges happen on the same day each month. Top-up purchases are one-time charges. All amounts are in U.S. Dollars and exclude applicable sales tax, which we may collect and remit where required.
4.2 Plan changes
You can upgrade or downgrade your plan from your dashboard. Upgrades take effect immediately and we prorate the difference for the remainder of the billing period. Downgrades take effect at the end of your current billing period.
4.3 Auto-block and optional auto top-up
If you exhaust your monthly message allowance and have no purchased top-up credits, we'll pause outgoing messages until the next billing cycle or until you buy a top-up. You can opt in to automatic top-up purchases up to a monthly dollar limit you set; we will never purchase top-ups on your behalf without that opt-in.
4.4 Cancellation
You may cancel your subscription at any time from your dashboard. Cancellation takes effect at the end of the current billing period. We don't offer prorated refunds for partial months, but purchased top-up credits remain redeemable for twelve months after cancellation.
4.5 Failed payments
If a payment fails, we'll attempt to charge you again over the following days and notify you by email. If we can't collect payment after a reasonable period, we may suspend your account. Suspension does not delete your member list; we restore it when you bring your account current.
5. Acceptable Use Policy
You may not use the Service to:
- send spam, unsolicited messages, or messages to phone numbers that have not given consent under applicable law (including the Telephone Consumer Protection Act and CTIA guidelines);
- send content that is unlawful, harmful, harassing, defamatory, obscene, or that infringes any third party's intellectual property or privacy rights;
- impersonate any person or business, or misrepresent your affiliation with anyone;
- attempt to gain unauthorized access to the Service, other accounts, or the systems of Town Circle or our service providers;
- interfere with or disrupt the Service, including by reverse engineering, scraping at scale, or stress testing;
- use the Service to compete with us or to develop a competing product;
- use the Service for the categories of content prohibited by U.S. mobile carriers (sometimes called “SHAFT”: sex, hate, alcohol marketing to minors, firearms, tobacco), or for any other content category your plan does not permit.
6. Merchant responsibilities
If you're a merchant, you specifically agree that:
- You obtain proper consent. You will only send messages to consumers who have given valid express written consent under applicable law. Town Circle captures consent at the moment a consumer joins your member list, and we retain proof of that consent. You may not import phone numbers obtained from any other source into the Service without giving us written confirmation that they too consented to your messaging.
- You honor opt-outs immediately. When a consumer replies STOP, you will not contact them again on that channel without re-obtaining consent. Town Circle processes STOP, HELP, and START keywords automatically; you may not override that behavior.
- You disclose accurately. Your storefront page, offers, and SMS content must accurately describe your business, the terms of your offers, and the frequency of your messaging.
- You own your content. You retain ownership of the content you post (your business description, offer text, hero images, member list, etc.). You grant us a worldwide, royalty-free license to host, display, and process that content as needed to operate the Service.
- You're responsible for your member list. Your consumers' phone numbers and names are entrusted to you under our Privacy Policy. You may not export, sell, or share your member list outside of the Service except as needed to fulfill an offer you've sent (e.g., handing a redemption code to a customer at your counter).
7. Consumer SMS terms
When you join a merchant's member list on the Service, you consent to receive SMS messages from Town Circle on behalf of that merchant. Message frequency varies by merchant. Standard message and data rates from your wireless carrier may apply.
You can opt out of messages from a merchant at any time by replying STOP to any message you receive. You can get help by replying HELP. STOP and HELP responses are processed automatically and immediately. Opting out of one merchant's messages does not opt you out of messages from other merchants you've joined.
8. Intellectual property
The Service — including its design, software, branding, and the Town Circle mark — is owned by Town Circle and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms. You may not copy, modify, distribute, or create derivative works of the Service except as expressly permitted.
You retain ownership of content you submit. Where consumers submit content (such as a name when joining a member list), they retain ownership of that content and grant Town Circle and the relevant merchant the rights described in this Section and in the Privacy Policy.
9. Service evolution; future products and marketplace
Town Circle is an evolving product. From time to time we will introduce new features, integrations, and standalone offerings within the Town Circle platform. These may include, without limitation, a cross-merchant marketplace, consumer-facing discovery and recommendation features, loyalty-program integrations, booking/ordering capabilities, and analytics products.
You agree that information you provide through the Service — including merchant business information, member lists, offer catalogs, redemption history, and consumer profile information (subject to the limits set out in our Privacy Policy) — may be used to design, build, operate, and improve those new products and services.
Where a new product or feature would use your information in a way that materially differs from the uses described in these Terms or in our Privacy Policy, we will give you notice and, where required by applicable law, an opportunity to opt out before that new use takes effect.
Merchants and consumers retain the rights set out in these Terms and in the Privacy Policy regardless of which Town Circle product they access. We will not sell your member list to a third party. We will not enroll your consumers in another merchant's messaging program without their separate, explicit consent.
10. Privacy
Our collection and use of information is described in our Privacy Policy, which is incorporated into these Terms by reference.
11. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOWN CIRCLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
We do not warrant that the Service will be uninterrupted, error-free, secure, or that messages will be delivered to every recipient on time, every time. SMS delivery depends on third-party carriers and services that are outside our control.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOWN CIRCLE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.
Our total cumulative liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amount you paid us in the twelve months preceding the event giving rise to the claim or (b) one hundred U.S. dollars (US$100).
13. Indemnification
You agree to defend, indemnify, and hold harmless Town Circle and its officers, employees, and contractors from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of (a) your use of the Service in violation of these Terms; (b) your content; (c) your violation of any law or third party right (including the rights of any consumer who receives messages from you through the Service); or (d) for merchants, any breach of your obligations under Section 6.
14. Termination
You may stop using the Service at any time. Merchants may cancel a subscription per Section 4. We may suspend or terminate your access to the Service if you breach these Terms, if your account presents a security or compliance risk, or as required by law.
On termination, your right to use the Service immediately ends. We will retain or delete your information as described in our Privacy Policy. Sections that by their nature should survive termination (including Sections 8 through 13 and 15 through 18) will survive.
15. Changes to these Terms
We may update these Terms from time to time. If a change is material, we will give you notice (for merchants, by email; for consumers, by SMS or by a banner on the membership page) at least thirty days before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.
16. Governing law and dispute resolution
These Terms are governed by the laws of the State of California without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service will be resolved in the state or federal courts located in San Francisco County, California, and you consent to personal jurisdiction in those courts.
17. Miscellaneous
These Terms, together with our Privacy Policy, constitute the entire agreement between you and Town Circle regarding the Service and supersede any prior or contemporaneous understandings. If any provision is found unenforceable, the remaining provisions stay in effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
18. Contact
Questions about these Terms? Email hello@towncircle.co.