Terms of Service

1. Acceptance of Terms

By accessing or using the No Circuit marketplace (the "Platform"), operated by No Circuit LLC ("No Circuit," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Platform.

These Terms constitute a legally binding agreement between you and No Circuit. Please read them carefully before using our services.

2. Description of Service

No Circuit is a global business-to-business marketplace that connects independent filmmakers with movie theaters for theatrical screenings. The Platform is operated by No Circuit LLC, based in California, United States, and is available to users worldwide. The Platform provides:

• Discovery tools for filmmakers and theaters to find each other
• Communication features to discuss potential screenings
• Deal negotiation and agreement tools
• Ticketing services for confirmed screenings
• Automated payment processing and revenue splitting
• Review and rating system

No Circuit is a marketplace, not a party to transactions. We facilitate connections between filmmakers and theaters but are not a party to the deals made between them. We do not produce, distribute, or exhibit films. We do not operate theaters or sell tickets on our own behalf.

International availability: Our services are available to filmmakers and theaters in any country where Stripe Connect operates. Payment processing, currency conversion, and international transfers are handled by Stripe according to their terms and supported countries.

3. Eligibility

To use the Platform, you must:

• Be at least 18 years old
• Have the legal capacity to enter into binding agreements
• If registering as a filmmaker: have the legal rights to license your films for theatrical exhibition
• If registering as a theater: operate a legitimate exhibition venue with the authority to book programming
• Provide accurate and complete registration information
• Maintain a valid payment account with our payment processor (Stripe)

4. User Accounts

You must create an account to access most Platform features. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password confidential and secure
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access

You may not share your account credentials or allow others to access your account. You may not create multiple accounts or create an account on behalf of another person without their authorization.

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe are being used fraudulently.

5. Filmmaker Obligations

If you register as a filmmaker, you represent and warrant that:

• You own or control the rights: You have all necessary rights, licenses, and permissions to license your films for theatrical exhibition, including rights to all underlying content (music, footage, images, etc.)
• Your content is lawful: Your films do not infringe any third-party intellectual property rights, violate any laws, or contain unlawful content
• Your information is accurate: Film details, credits, festival history, and other information you provide are true and accurate
• You will deliver as promised: You will provide theaters with screening materials (screeners, DCPs, ProRes files) as agreed in your deals
• You will honor your agreements: You will fulfill all terms of deals you accept through the Platform

You grant No Circuit a non-exclusive, worldwide license to display your film's promotional materials (posters, stills, trailers, synopses) on the Platform for the purpose of facilitating deals. This license does not include the right to exhibit your films.

6. Theater Obligations

If you register as a theater, you represent and warrant that:

• You operate a legitimate venue: You operate a physical venue suitable for theatrical film exhibition
• You have authority: You have the authority to book programming and enter into licensing agreements on behalf of your venue
• Your information is accurate: Venue details, technical specifications, seating capacity, and location are true and accurate
• You will exhibit properly: You will screen licensed films according to the agreed terms, in a professional manner, and only during the agreed screening dates
• You will honor your agreements: You will fulfill all terms of deals you accept, including using Platform ticketing and honoring revenue splits
• You will protect content: You will not copy, record, redistribute, or make unauthorized use of films or screening materials

7. Marketplace Transactions

Deal Formation

Deals between filmmakers and theaters are formed when both parties accept the terms of a proposed deal through the Platform. Once a deal is accepted, it constitutes a binding agreement between the filmmaker and theater.

No Circuit is not a party to deals between filmmakers and theaters. We provide the platform and tools to facilitate agreements, but the contractual relationship is between the filmmaker and theater.

Deal Terms

Each deal includes:

• Screening date(s) and time(s)
• Ticket price
• Revenue split between filmmaker and theater (as a percentage of net revenue after Platform fees)
• Any additional terms agreed by the parties

Screening Cancellation

Theaters may cancel confirmed screenings through the Platform. If a screening is cancelled, all ticket holders will be refunded automatically. Repeated cancellations may result in account review or suspension.

8. Payments and Fees

Platform Fee

No Circuit charges a 5% platform fee on all ticket sales processed through the Platform. This fee is deducted from the gross ticket revenue before the remaining amount is split between the filmmaker and theater.

Service Fee

A service fee of $0.75 per ticket is added to the ticket price and paid by the ticket buyer. This covers payment processing and Platform operations.

Revenue Splits

After the 5% platform fee is deducted, the remaining revenue is split between the filmmaker and theater according to their agreed terms (e.g., 50/50, 60/40). The default split is 50/50, but parties may negotiate different terms.

Payment Processing

All payments are processed through Stripe. By using the Platform, you agree to Stripe's Connected Account Agreement and Services Agreement.

Stripe's payment processing fees (approximately 2.9% + $0.30 per transaction, varying by country) are separate from the Platform fee and are deducted by Stripe.

International payments: Ticket prices are set by theaters in their local currency. Stripe handles currency conversion for cross-border payments. Exchange rates and any conversion fees are determined by Stripe. Payouts are made to your connected Stripe account in your local currency where supported.

Payouts

Revenue is held until after the screening is completed, then transferred to filmmakers' and theaters' connected Stripe accounts. Payout timing depends on Stripe's processing schedule (typically 2-7 business days).

Refunds

Ticket buyers may request refunds up to 24 hours after the screening date. If a screening is cancelled, all tickets are refunded automatically. Refunds are processed through Stripe and may take 5-10 business days to appear in the buyer's account.

9. Intellectual Property

Your Content

You retain all ownership rights in content you upload to the Platform (films, images, descriptions, etc.). By uploading content, you grant No Circuit a limited, non-exclusive, worldwide license to:

• Display your content on the Platform to facilitate deals
• Allow registered theaters to view your screeners for evaluation purposes
• Use your promotional materials to market the Platform (with your consent)

This license terminates when you remove your content or delete your account, except for content shared in completed transactions.

Platform Content

The Platform, including its design, features, code, and branding, is owned by No Circuit and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works from the Platform without our written permission.

10. Content Standards

You may not upload or share content that:

• Infringes any copyright, trademark, or other intellectual property rights
• Contains unlawful material or promotes illegal activities
• Is defamatory, harassing, threatening, or abusive
• Contains malware, viruses, or harmful code
• Impersonates another person or entity
• Is fraudulent, deceptive, or misleading

We reserve the right to remove content that violates these standards and to suspend or terminate accounts of users who repeatedly violate them.

11. Reviews and Ratings

After completed screenings, filmmakers may leave reviews of theaters. Reviews must be:

• Based on actual experience with the reviewed party
• Honest and accurate
• Not defamatory, abusive, or harassing
• Not influenced by incentives or threats

We do not pre-screen reviews but may remove reviews that violate these standards. We are not responsible for the content of user reviews.

12. Disputes Between Users

We encourage filmmakers and theaters to communicate directly to resolve any issues. However, if something goes seriously wrong with a screening, we're here to help.

Reporting a Dispute

Either party may report a dispute by contacting us at support@nocircuit.com within 24 hours of the scheduled screening time. Disputes must include a description of the issue and any supporting information.

What Happens When a Dispute Is Filed

When we receive a dispute, we will hold any pending revenue transfers for that screening while we review the situation. We will contact both parties, review the facts, and aim to resolve the matter within 7 business days.

Resolution

After review, we may:

• Release the held funds to both parties as originally agreed
• Issue full or partial refunds to ticket buyers

Our decision is final for the purposes of fund distribution on the Platform. This does not limit either party's legal rights to pursue claims independently.

Limitations

No Circuit is a marketplace platform, not a legal authority. We will do our best to resolve disputes fairly, but we are not an arbitrator or mediator. Our ability to act is limited to funds held on or processed through the Platform.

13. Termination

By You

You may close your account at any time through your account settings. Closing your account does not cancel any pending deals or release you from obligations under accepted deals.

By Us

We may suspend or terminate your account if we determine, after review, that your account has been used in violation of these Terms or in a manner harmful to other users or the Platform. Reasons for suspension or termination include, but are not limited to:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Repeated complaints from other users
• Creating fake or misleading accounts
• Extended inactivity
• Discontinuation of the Platform

Where possible, we will notify you before taking action and give you an opportunity to address the issue. In cases of fraud, abuse, or illegal activity, we may act immediately without prior notice.

Effect of Termination

Upon termination, your right to use the Platform ends. Provisions of these Terms that by their nature should survive (including limitations of liability, indemnification, and dispute resolution) will continue in effect.

14. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT
• UNINTERRUPTED OR ERROR-FREE SERVICE
• SECURITY OF DATA TRANSMITTED THROUGH THE PLATFORM

We do not guarantee that filmmakers have the rights they claim, that theaters will honor their commitments, or that any deal will be completed successfully. You use the Platform at your own risk.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO CIRCUIT LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• DAMAGES ARISING FROM DISPUTES BETWEEN USERS
• DAMAGES RESULTING FROM CANCELLED SCREENINGS OR FAILED DEALS
• DAMAGES CAUSED BY THIRD PARTIES, INCLUDING STRIPE

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE PLATFORM FEES YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100.

Some jurisdictions do not allow limitations on certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

16. Indemnification

You agree to indemnify, defend, and hold harmless No Circuit and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Any content you upload or submit
• Any deals you enter into with other users

17. Governing Law

These Terms are governed by the laws of the State of California, United States, without regard to conflict of law principles. Any legal action arising from these Terms must be brought in the state or federal courts located in Los Angeles County, California, and you consent to the jurisdiction of such courts.

For international users: If you are located outside the United States, you may have mandatory legal protections under your local laws that cannot be waived by contract. Nothing in these Terms limits any rights you may have under such mandatory local laws. Where local law requires, you may bring legal proceedings in your local courts.

18. Dispute Resolution

Before filing any legal claim, you agree to contact us at legal@nocircuit.com and attempt to resolve the dispute informally for at least 30 days.

For users in the United States: If we cannot resolve the dispute informally, you agree that any dispute will be resolved through binding arbitration administered by JAMS under its Streamlined Arbitration Rules, except that you may bring claims in small claims court if they qualify.

Class Action Waiver (US users): You agree to resolve disputes with us on an individual basis. You waive any right to participate in a class action, class arbitration, or representative action.

For users outside the United States: The arbitration and class action waiver provisions above apply to the extent permitted by your local law. If your local law does not permit mandatory arbitration or class action waivers, those provisions do not apply to you, and disputes will be resolved according to Section 17 (Governing Law) and any applicable mandatory local laws.

19. Changes to Terms

We may modify these Terms at any time. When we make material changes, we will:

• Update the "Last updated" date at the top of this page
• Notify you by email or through a notice on the Platform
• Give you at least 30 days' notice before changes take effect (except for changes required by law)

Your continued use of the Platform after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Platform.

20. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and No Circuit regarding the Platform.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect.
• Waiver: Our failure to enforce any provision of these Terms does not waive our right to enforce it later.
• Assignment: You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights and obligations without restriction.
• Notices: We may send notices to the email address associated with your account. You may send notices to legal@nocircuit.com.

21. Contact

If you have questions about these Terms, contact us at: