The Nic Circle — Terms & Conditions

1 Nature of the Service

The Nic Circle (the "Service") is a membership-based publishing and professional community operated by Nicolas Chaillan ("Nicolas," "we," "us"). The Service provides members with:

• A weekly intelligence newsletter covering AI, technology, and Department of War (DoW) developments;
• Access to a private members-only community forum;
• Exclusive written, audio, or video content produced by Nicolas;
• Monthly live group Q&A sessions (all tiers);
• A monthly dedicated 1-hour call with Nicolas (Platinum tier only);
• Direct Signal messaging access to Nicolas — 1 designated employee (Starter tier) or up to 5 designated employees (Platinum tier). See Section 1a below.

1a. Signal Access — All Tiers

All members receive Nicolas's direct Signal number for occasional messaging. Starter members may designate 1 employee; Platinum members may designate up to 5 employees. This access is subject to the following conditions:

• Best-effort responses only. Nicolas will respond when reasonably available. Signal access does not guarantee a response within any specific timeframe, and Nicolas is under no obligation to reply to every message.
• Normal business hours. Nicolas will engage on Signal during reasonable business hours (Eastern Time), Monday through Friday. Weekend and late-night messages will be addressed at his discretion.
• Reasonable volume. Signal access is intended for occasional, high-value questions — not a continuous back-and-forth or support channel. Nicolas reserves the right to redirect excessive or repetitive messaging to the monthly 1:1 call.
• Topics only. Signal conversations are subject to the same scope restrictions in Section 3. Restricted topics will not be addressed via Signal.
• Not an emergency line. Signal access does not constitute an on-call, real-time advisory, or emergency response service of any kind.
• Confidentiality. Signal messages are private and confidential. Members may not screenshot, forward, publish, or share any Signal communication from Nicolas without his prior written consent.

Nicolas reserves the right to limit or suspend Signal access to any Platinum member who misuses this benefit, without refund of membership fees.

The Service is general intelligence, education, and community sharing. It does not constitute, and shall not be construed as, consulting, professional advice, legal advice, financial advice, investment advice, or any form of professional services engagement.

All content, commentary, and communications from Nicolas — including during Q&A sessions, 1:1 calls, and Signal messages — represent Nicolas's personal opinions and general observations only. Members should not rely on any content as the basis for specific business, legal, financial, or operational decisions without independent verification and appropriate professional advice.

2 No Advisory or Consulting Relationship

Membership in The Nic Circle does not create an advisory, consulting, agency, employment, partnership, or fiduciary relationship between Nicolas and any member or member company.

Specifically:

• Nicolas is not retained as an advisor, consultant, or contractor to any member company by virtue of membership;
• No deliverables, work product, strategic plans, or recommendations are owed to any member;
• Nicolas's participation in Q&A sessions, 1:1 calls, or Signal conversations does not constitute consulting services, advisory services, or professional engagement;
• Members may not represent to third parties that Nicolas advises, endorses, or is affiliated with their company by virtue of membership alone;
• No member-company relationship creates any exclusivity, non-disclosure, or contractual obligation on Nicolas's part beyond what is expressly stated herein.

3 Scope Restrictions — Topics Nicolas Cannot Address

Nicolas is subject to certain contractual obligations arising from the sale of Ask Sage, Inc. As a result, Nicolas is unable to provide advice, guidance, opinions, or assistance — directly or indirectly, in any format — on the following topics, regardless of the tier of membership:

For the avoidance of doubt — Nicolas can and does freely advise on: obtaining an ATO or CMMC certification for your own applications; navigating DoW/DoD procurement processes; AI strategy and adoption; cybersecurity posture; DevSecOps best practices; leadership and organizational transformation; and general defense technology trends. The restrictions above apply only to building competing platforms and products, not to navigating the government technology landscape as a customer or end user.

Members who raise questions or topics in the restricted areas above during Q&A sessions, 1:1 calls, or via Signal will be respectfully redirected. Nicolas's inability to engage on these specific topics does not constitute a breach of these Terms or any service-level commitment.

The Nic Circle reserves the right to decline membership applications from companies whose primary business falls within the restricted categories above, at Nicolas's sole discretion.

4 Membership, Billing & Cancellation

4.1 Application & Approval

Membership requires an application and is subject to approval by Nicolas at his sole discretion. Submitting an application and providing payment information does not guarantee acceptance. Your payment method will not be charged until your application is explicitly approved.

4.2 Billing

Upon approval, your subscription begins immediately and is billed via Stripe on a recurring monthly or annual basis, depending on the plan selected at checkout. Payment may be made by credit card or ACH bank transfer (U.S. bank accounts). All fees are in U.S. dollars and are non-refundable except as expressly stated in Section 4.4.

4.3 Commitment Terms

• Starter: Month-to-month. Cancel anytime with 30 days' written notice.
• Platinum: 3-month minimum commitment. After the initial term, month-to-month with 30 days' written notice to cancel.
• Annual plans: Billed upfront for 11 months; 12th month provided at no charge. Not eligible for mid-term cancellation or partial refund.

4.4 Refunds

All membership fees are non-refundable except in the following circumstances: (a) Nicolas is unable to deliver the core service components for 30 consecutive days due to circumstances within his control; or (b) your application is rejected after payment processing, in which case a full refund will be issued within 5 business days.

4.5 Spot Limits

The Starter tier is limited to 100 company memberships. The Platinum tier is limited to 5 company memberships. These limits may be adjusted at Nicolas's sole discretion with 30 days' notice to existing members.

5 Company Accounts & User Access

Each membership is purchased by a company (the "Member Company"). The Member Company may designate individual users to access the Service under its membership. User seats are subject to reasonable limits per tier. Users must be employees, officers, or contractors of the Member Company. Sharing access credentials with individuals outside the Member Company is prohibited.

6 Confidentiality of Member Content

Content shared within The Nic Circle's private community forum and members-only communications is confidential. Members agree not to reproduce, redistribute, publish, or share any private member content — including Q&A session recordings, private newsletter editions, or Signal communications — outside the platform without prior written consent from Nicolas.

Nicolas's personal opinions shared in private channels (1:1 calls, Signal) are provided in confidence and are not for public attribution, media use, or redistribution without explicit consent.

7 Intellectual Property

All content produced by Nicolas — including newsletters, video content, written analysis, and session recordings — remains the sole intellectual property of Nicolas Chaillan. Membership grants a personal, non-transferable, non-exclusive license to access and use such content for internal business purposes only. No content may be republished, commercialized, or used for training AI systems without prior written consent.

7b Ownership of Opinions & Shared Intelligence

All opinions, analysis, commentary, strategic observations, and recommendations shared by Nicolas through The Nic Circle — whether in newsletters, Q&A sessions, 1:1 calls, Signal messages, or any other format — are the sole personal opinions of Nicolas Chaillan and remain his intellectual property.

Members receive a personal, non-exclusive license to use such information for their own internal business purposes. Members may not:

• Attribute any opinion or recommendation publicly to Nicolas without his prior written consent;
• Republish, forward, or share Nicolas's private communications or session content with third parties;
• Represent that Nicolas endorses, advises, or is affiliated with their company, product, or strategy based on membership alone;
• Use Nicolas's name, likeness, or opinions in any marketing, fundraising, or investor materials without prior written consent.

Any general insight Nicolas shares that you choose to act upon is acted upon at your own discretion and risk. Nicolas does not warrant the commercial viability, legal compliance, or strategic correctness of any opinion shared through the Service. Members are responsible for independently verifying information and obtaining appropriate professional advice before making business decisions.

8 Disclaimers

THE SERVICE IS PROVIDED "AS IS." NICOLAS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CONTENT. NICOLAS IS NOT RESPONSIBLE FOR ANY BUSINESS DECISIONS MADE IN RELIANCE ON CONTENT PROVIDED THROUGH THE SERVICE.

Nicolas's views are his own personal opinions and do not represent the views of any past or current employer, advisory client, government agency, or affiliated entity, including the U.S. Department of Defense / Department of War.

9 Limitation of Liability

To the maximum extent permitted by law, Nicolas's total liability to any member for any claim arising from or related to the Service shall not exceed the total fees paid by that member in the three (3) months preceding the claim. Nicolas shall not be liable for any indirect, incidental, consequential, or punitive damages.

10 Termination by Nicolas

Nicolas reserves the right to terminate or suspend any membership immediately, with a pro-rated refund of prepaid fees, if a member: (a) violates these Terms; (b) behaves in a manner that is disruptive, abusive, or harmful to the community; (c) attempts to use the Service to circumvent Nicolas's non-compete or advisory obligations; or (d) engages in any conduct that Nicolas reasonably determines creates legal, reputational, or ethical risk.

11 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any disputes arising hereunder shall be resolved by binding arbitration in Orange County, Florida, under the rules of the American Arbitration Association.

12 Modifications

Nicolas reserves the right to modify these Terms at any time. Members will be notified of material changes by email at least 14 days in advance. Continued use of the Service following such notice constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may cancel your membership in accordance with Section 4.3.

13 Contact

For questions about these Terms or your membership, please contact:

These Terms & Conditions apply exclusively to The Nic Circle membership service and do not govern any other product, service, or engagement involving Nicolas Chaillan. This document is a draft for review purposes and does not constitute legal advice. Nicolas recommends review by qualified legal counsel before publication.