Terms of Use

Welcome to TheCupWeShare ("TCWS", "we", "us", or "our"). These Terms of Use ("Terms") constitute a legally binding agreement between you ("you", "your", "Member") and TheCupWeShare Limited, a company registered in Nigeria with registered office in Lagos, governing your access to and use of the TCWS website at thecupweshare.com, the TCWS member web application, the TCWS administrator dashboard, and the TCWS mobile applications for iOS and Android (collectively, the "Service").

By creating an account, requesting an invite, purchasing a membership, attending a Gathering, buying from the Provisions Store, contributing to a Cause, or otherwise using the Service, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Service.

1. Acceptance & Eligibility

1.1 Age. The Service is intended for adults only. You must be at least eighteen (18) years old to register, apply for membership, attend a Gathering, purchase a paid membership, or make any financial contribution through the Service. By using the Service, you represent and warrant that you are 18 or older. We may, without notice, suspend or terminate any account we reasonably believe belongs to a person under 18 and delete the associated data pursuant to our Privacy Policy.

1.2 Sole proprietor accounts. Accounts are personal to the human being who applied for membership. You may not share login credentials with any other person, transfer your account, or create an account on behalf of another person, an entity, or under a pseudonym not reflecting your legal identity. Each Member account is intended for a single natural person.

1.3 Accuracy of information. You agree to provide true, accurate, current, and complete information at all times, including during your application, when configuring your Personal Identity Layer ("PIL"), when adding Safety Net contacts, when entering payment information, and when communicating with other Members. You must promptly update your information when it changes. We reserve the right, in our sole discretion, to verify your identity, age, and any information you provide.

1.4 Capacity. You represent that you have the mental and legal capacity to enter into these Terms in the jurisdiction in which you reside.

1.5 No assumed acceptance for minors. Where we discover that a minor has accidentally created an account, we will delete the account and any associated personal data without further notice, except as required by law.

2. Membership Tiers, Fees & Renewal

2.1 Tiers and pricing. Paid TCWS membership is offered in tiers ranging from fifteen thousand Naira (₦15,000) to twenty-five thousand Naira (₦25,000) per annum, denominated in Nigerian Naira (NGN). Current pricing, inclusions, and any promotional pricing are displayed in the application at the point of purchase. Pricing is exclusive of any applicable indirect taxes (e.g., Nigerian Value Added Tax), which will be added to your invoice where required by law.

2.2 Auto-renewal. Unless you elect a one-off twelve-month membership at checkout, your paid membership will automatically renew for successive periods of equal length at the then-current price (which may differ from the price at which you originally subscribed) using the payment method on file. We will notify you by email at least fourteen (14) days before any renewal charge.

2.3 Cancellation. You may cancel auto-renewal at any time from your account settings or by emailing support@thecupweshare.com. Cancellation takes effect at the end of the current paid period; you retain Member benefits until that date. We do not pro-rate refunds for partial periods except as required by law.

2.4 Refund policy. Memberships are refundable in full only within fourteen (14) days of first purchase, provided you have not attended a Gathering, posted to a Circle, or otherwise consumed substantive Member benefits during that period. Renewal payments are non-refundable except where required by Nigerian consumer-protection law.

2.5 Taxes. You are solely responsible for any taxes, duties, or government levies imposed on your purchases or renewals, except those imposed on our net income.

2.6 Failed payment. If a renewal payment fails, we will retry the charge up to three (3) times over fourteen (14) days, notifying you each time. If all retries fail, your membership will lapse and access to Member-only features will be suspended until payment is restored.

3. Gatherings & Ticket Purchases

3.1 Nature of Gatherings. "Gatherings" (also referred to as Hangouts) are in-person events organised through the Service, typically intimate gatherings of twelve (12) Members convened over coffee. Each Gathering has a venue, start/end time, host or facilitator, capacity limit, and may require a paid ticket.

3.2 Tickets. Where a Gathering requires a paid ticket, the ticket entitles you to attend the specific Gathering for which it was purchased. Tickets are personal, non-transferable (except as allowed in §3.4), and bound to your TCWS account and the QR pass shown in the application.

3.3 No-shows and cancellation by Member. If you cannot attend a Gathering for which you have RSVP'd or purchased a ticket:

• Cancellation more than 72 hours before start time: full refund of ticket fees (less payment-processor fees, which are non-refundable).
• Cancellation 24–72 hours before: 50% refund.
• Cancellation less than 24 hours, or non-attendance without notice: no refund. Three (3) unannounced no-shows in any twelve-month period may, at our discretion, result in temporary suspension of Gathering RSVP privileges.

3.4 Transfer policy. You may transfer a ticket to another verified TCWS Member by emailing support@thecupweshare.comno later than 24 hours before the Gathering. Transfers to non-Members are not permitted.

3.5 Cancellation by TCWS. We may cancel, reschedule, or relocate a Gathering for any reason (including insufficient signups, venue unavailability, weather, public-health advisories, or facilitator emergencies). If we cancel, we will refund the ticket price in full to the original payment method within fourteen (14) business days. We are not liable for ancillary costs (travel, accommodation, time off work) you incurred in anticipation of the Gathering.

3.6 Capacity. Each Gathering has a capacity cap. We may operate a waitlist for over-subscribed Gatherings. RSVP does not guarantee a seat until you have a confirmed QR pass.

3.7 Dignity of space. By attending a Gathering you agree to the TCWS Community Standards (see §6) and to the specific conduct of the space: arriving on time, not using your phone except to consult your pass, respecting confidentiality of anything shared, and following the facilitator's guidance. We reserve the right to remove any attendee who, in our sole and reasonable judgment, breaches these standards. No refund is owed in such cases.

4. Provisions Store

4.1 Orders. The Provisions Store offers physical goods (e.g., TCWS-branded items, partner-made products) for sale. All orders are subject to acceptance by TCWS. We reserve the right to refuse or cancel any order, including for reasons of insufficient inventory, pricing error, suspected fraud, or sanctions compliance.

4.2 Inventory management. Provisions are sold from TCWS-managed inventory. We will indicate availability at the point of purchase. If an ordered item is unavailable after order confirmation, we will offer a substitute, backorder, or full refund at your election.

4.3 Fulfilment and delivery. We will dispatch orders within the timeframe indicated at checkout, subject to inventory and courier availability. You are responsible for providing an accurate delivery address. Risk of loss passes to you on delivery to the address you provide.

4.4 Returns. Unused, unopened items may be returned within fourteen (14) days of delivery for a refund (less return shipping). Personalised, perishable, or hygiene-sensitive items are not returnable except where required by law. Damaged or incorrect items must be reported within 48 hours of delivery for replacement or refund.

4.5 Gifting. Provisions purchased as gifts may be shipped to a recipient other than the buyer, provided the buyer attests that the recipient has consented to receive the gift. The gift recipient does not need to be a TCWS Member. The buyer remains the contracting party for purposes of these Terms.

4.6 Pricing & errors. We strive for accurate pricing but errors may occur. If we identify a pricing error before dispatch, we will notify you and offer to honour the corrected price or cancel the order with a full refund. No order shall be construed as our acceptance until we send a dispatch confirmation.

5. Causes (Community Donations)

5.1 Nature of Causes. "Causes" are community-driven fundraising drives initiated by TCWS or facilitator-approved Members to benefit a Member, group of Members, or charitable purpose. Causes are processed as donations.

5.2 Non-refundable. Donations to Causes are final and non-refundable once the underlying payment-processor transaction has settled, except in the case of duplicate charges, technical errors, or fraud, which we will investigate in good faith.

5.3 Allocation. One hundred percent (100%) of the net donation amount (gross contribution less payment-processor fees) is allocated to the stated beneficiary or purpose, subject to our reasonable retention of a transparent administrative fee (not exceeding ten percent of the gross donation) where disclosed at the point of donation. Any unspent funds from a Cause that has ended will be reallocated to a sibling Cause or returned to donors on a pro-rata basis at our discretion.

5.4 Tax receipts — no warranty. TCWS is not a registered charity in Nigeria or any other jurisdiction. We do not warrant that your donation is tax-deductible. Where we issue a transaction receipt, it is for your records only and does not constitute a tax-receipt from a registered charity.

5.5 Transparency. For each Cause, we will publish on the relevant Cause page: the gross amount raised, the administrative fee retained, the net amount paid to the beneficiary, and a brief acknowledgement once funds are disbursed.

6. Member Conduct & Community Standards

6.1 Consent culture. TCWS exists to foster honest, intentional connection. You agree to seek and respect explicit consent before recording any other Member, sharing their words outside the Circle in which they were spoken, contacting them outside the Service, photographing them, or quoting their posts. The default at every Gathering is confidentiality.

6.2 Anti-harassment. You agree not to harass, intimidate, threaten, stalk, dox, defame, demean, or discriminate against any other Member, facilitator, staff member, or third party. Discrimination based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, age, or marital status is grounds for immediate termination.

6.3 Doxing & private information. You may not share another Member's real name, address, phone number, workplace, image, or any other identifying information outside the Service without their prior, explicit, written consent. This applies even after that Member has left TCWS.

6.4 Recording restrictions. Photography, audio-recording, video-recording, and live-streaming of any Gathering, Circle conversation, voice-note, or one-to-one direct message are prohibited without express prior consent from every participant. Voice notes shared on the Service are intended for transcription and Member consumption inside the Service only.

6.5 IP of community content. Each Member retains ownership of the original content they submit (journal entries, voices, Circle posts, applications). By submitting content, you grant TCWS a worldwide, non-exclusive, royalty-free, perpetual licence to host, store, reproduce, modify (only for technical purposes such as transcoding), and display that content within the Service for the purpose of providing the Service to you and (where you have made the content visible to others) to other Members. You may revoke this licence by deleting the content or terminating your account; deletion is processed within thirty (30) days subject to legal retention requirements.

6.6 Prohibited uses. You agree not to:

• use the Service for any unlawful purpose;
• solicit other Members for unrelated commercial purposes (multi-level marketing, romance scams, recruiting for unrelated services);
• upload malware, viruses, or other harmful code;
• scrape, crawl, harvest, or otherwise extract Member data using automated means;
• impersonate any person, including TCWS staff;
• circumvent any access control, rate limit, or security feature;
• use the Service in a way that could disable, overburden, damage, or impair it.

7. Intellectual Property

7.1 TCWS marks. "TheCupWeShare", "TCWS", the TCWS logo, and all related names, logos, product and service names, designs, and slogans are trademarks of TCWS or its licensors. You may not use these marks without our prior written permission. All copy, designs, and proprietary content on the Service are owned by TCWS or its licensors and protected by Nigerian and international copyright, trademark, and other intellectual-property laws.

7.2 Member content licence-back. As described in §6.5, you grant us a limited licence to use your submitted content solely to operate the Service. We will not sell, license, or commercially exploit your content for any other purpose without your prior, explicit consent.

7.3 Notice-and-takedown. If you believe content on the Service infringes your copyright, please send a written notice to legal@thecupweshare.comincluding: (a) your physical or electronic signature; (b) identification of the work claimed to be infringed; (c) identification of the allegedly infringing material with enough detail to locate it; (d) your contact information; (e) a statement, under penalty of perjury, that you have a good-faith belief that the use is not authorised; and (f) a statement that the information is accurate and that you are authorised to act. We will respond in line with applicable Nigerian and, where relevant, US DMCA-equivalent procedures.

7.4 Fair use. Nothing in these Terms is intended to restrict any rights you have under applicable law, including fair-use and fair-dealing principles.

8. Account Suspension, Termination & Appeals

8.1 Grounds for action. We may suspend, limit, terminate, or refuse to renew your account at any time if you breach these Terms, violate Community Standards, fail to pay any amount owing, provide false information, or if we are required to do so by law or court order.

8.2 Notice. Except in cases of urgent safety risk, fraud, or where legally precluded, we will provide written notice of suspension or termination, with a brief statement of the reason and an opportunity to respond within seven (7) calendar days.

8.3 Appeals. If you believe a decision was made in error, you may appeal in writing to appeals@thecupweshare.comwithin thirty (30) days of the decision. Appeals are reviewed by a community council comprising at least three persons not involved in the original decision. The council's decision is final, subject to your statutory rights.

8.4 Effect of termination. On termination, your access to the Service ends. We will retain your data only as long as required to (a) honour outstanding refunds; (b) comply with legal, tax, or audit obligations; (c) defend or pursue legal claims. Otherwise, data is deleted in accordance with our Privacy Policy. You may request a data export before termination (see Privacy Policy §16).

8.5 Voluntary departure. You may terminate your account at any time via settings or by emailing support. Sections of these Terms that by their nature should survive (e.g., IP, indemnity, governing law, liability limits) will survive termination.

9. Payments & Processors

9.1 Payment processors. NGN-denominated payments are processed by Paystack Payments Limited ("Paystack"). Where we accept payment in other currencies, processing is handled by Stripe, Inc. ("Stripe"). Use of these processors is subject to their own terms of service and privacy policies, which you should review.

9.2 No card data stored by TCWS. TCWS does not store, transmit, or process raw payment card numbers. All card data is captured by the processor's hosted form (Paystack Inline or Stripe Elements). TCWS receives only a tokenised reference, the last four digits of the card, the card brand, country, and expiry — not the full PAN.

9.3 PCI scope. By routing all card capture to certified processors, TCWS is out of PCI-DSS scope as a merchant and relies on the processors' PCI compliance. The processors are PCI-DSS Level 1 service providers.

9.4 Currency conversion. Where you pay in a currency other than the listed price, conversion is performed by your card issuer at their rates. TCWS is not liable for differences between displayed and final-billed amounts arising from currency conversion.

9.5 Chargebacks. You agree to contact us before initiating a chargeback. Initiating a chargeback for a charge you authorised may result in account suspension and forfeiture of any unspent balances.

10. Disclaimers & Limitation of Liability

10.1 No professional advice. Content on the Service, including AI-generated briefings and placement insights, is provided for community and reflection purposes only. It is not medical, psychological, legal, financial, tax, accounting, or other professional advice. Do not rely on the Service for any such advice. Consult an appropriately licensed professional for any such matter.

10.2 Safety Net is not emergency services. The Safety Net feature lets you nominate trusted contacts who may be reached on your behalf in an emergency. It is not a substitute for emergency services and TCWS is not a first-responder organisation. In an emergency, you must call your local emergency number (in Nigeria, dial 112 or your state's emergency line). TCWS cannot guarantee that any Safety Net contact will be reached, will respond, or will be available; we provide best-effort routing only.

10.3 "AS IS" basis. Subject to §10.5, the Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, TCWS disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or uninterrupted operation.

10.4 Limitation of liability. To the maximum extent permitted by law, in no event shall TCWS, its directors, officers, employees, agents, contractors, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profit, loss of goodwill, loss of data, or business interruption, arising out of or in connection with your use of the Service. Our aggregate liability to you for all claims arising under or in connection with these Terms shall not exceed the greater of (a) the total amount paid by you to TCWS in the twelve (12) months preceding the claim, or (b) ten thousand Naira (₦10,000).

10.5 Non-excludable rights. Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law, including liability for death or personal injury caused by our negligence, for fraud, or for any other matter for which exclusion would be unlawful.

11. Indemnity

You agree to indemnify, defend, and hold harmless TCWS, its directors, officers, employees, agents, contractors, and affiliates from and against any claim, demand, action, proceeding, loss, liability, damage, or expense (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service in breach of these Terms; (b) your violation of any law, regulation, or third-party right; (c) your User Content; or (d) your interaction with any other Member, whether in person at a Gathering or otherwise.

12. Governing Law & Dispute Resolution

12.1 Governing law. These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law principles.

12.2 Informal resolution. Before commencing any formal proceeding, you agree to contact us at legal@thecupweshare.comand provide a written description of the dispute. We will work in good faith to resolve the dispute informally within thirty (30) days.

12.3 Arbitration. If the dispute is not resolved informally, the parties agree to refer the dispute to binding arbitration administered under the rules of the Lagos Court of Arbitration (or, by mutual agreement, the LCIA), seated in Lagos, Nigeria, before a single arbitrator. The language of arbitration shall be English. Each party bears its own costs unless the arbitrator orders otherwise.

12.4 Court venue for non-arbitrable claims. Any claim not subject to arbitration (e.g., emergency injunctive relief, small-claim consumer matters) shall be brought exclusively in the courts of Lagos State, Nigeria, and you consent to the personal jurisdiction of those courts.

12.5 No class actions. All disputes shall be resolved on an individual basis. You agree not to bring or participate in any class, collective, or representative action against TCWS.

13. Changes to These Terms

We may amend these Terms from time to time. For any material change, we will provide at least thirty (30) days' advance notice by email and by a prominent banner in the Service. Your continued use of the Service after the effective date of a change constitutes acceptance. If you do not agree, you may terminate your account before the effective date and request a pro-rata refund of any unused, prepaid membership term.

14. Miscellaneous

14.1 Entire agreement. These Terms, together with the Privacy Policy and any policies referenced herein, constitute the entire agreement between you and TCWS regarding the Service.

14.2 Severability. If any provision is held invalid or unenforceable, the remainder shall continue in full force, and the invalid provision shall be replaced by an enforceable provision that most closely approximates the parties' intent.

14.3 No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.

14.4 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to any successor or affiliate upon written notice.

14.5 Force majeure. We are not liable for any failure to perform caused by events beyond our reasonable control, including acts of God, government actions, public-health emergencies, war, civil unrest, internet or power outages, or third-party service failures.

14.6 Notices. We may give notices to you by email, through the Service, or by other reasonable means. Notices to us must be sent to legal@thecupweshare.com.

15. Contact

Questions about these Terms? Reach us at:

TheCupWeShare Limited
Lagos, Nigeria
Email: legal@thecupweshare.com · support@thecupweshare.com

Effective Date: 2026-05-27 · Version v1.0-draft · Draft pending counsel review.