Legal & Privacy

To the extent that you (“you,” “your,” or “User”) have a Circle Account, these Bridged USDC Terms (“Terms”) augment the Circle Account User Agreement in respect of, and governs your use of, the Circle Account (as defined in the Circle Account User Agreement) for any transactions involving the Bridged USDC Service (as defined in Section 2 below).

 

By using the Bridged USDC Service, you agree that you have read, understood and accept all of the terms and conditions contained in these Terms, as well as our Privacy Policy, Cookie Policy and E-Sign Consent, and you acknowledge and agree that you will be bound by these terms and policies.

 

Notwithstanding anything to the contrary set forth in these Terms or otherwise, in the event of a conflict between any term set forth herein and any term set forth in the Circle Account User Agreement (i) in connection with any Bridged USDC transaction, the terms of these Terms shall control, and (ii) in respect of any other Digital Currency or USDC transaction, the terms of the Circle Account User Agreement (in the case of any other Digital Currency Transaction) or USDC Terms (in the case of any USDC transaction) shall control.  Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Circle Account User Agreement. 

Section 24 of these Terms governs how these Terms may be changed over time; the date of the last update is set forth at the top of these Terms.

 

1. About Bridged USDC

USDC is a digital token issued by Circle Internet Financial, LLC (“Circle”) that operates on each of the blockchains listed here (other than the Supported L2 Networks (as defined below))(collectively, as of any date of determination, the “USDC Supported Blockchains”, and each such digital token, “USDC” or “USD Coin”).  USDC is governed by the USDC Terms and not these Terms.

 

Bridged USDC is not USDC

Bridged USDC is made up of the tokens listed here and operates on the layer two blockchains or sidechains (“Supported L2 Networks”) listed here.  Bridged USDC utilizes certain open source bridges (the “Supported Bridges'') that permit users to: (i) lock USDC on the Ethereum Network (“Native Ethereum USDC”) in an open source smart contract and (ii) mint a corresponding Bridged USDC on the relevant Supported L2 Network.  

 

While Circle participated in the creation of USDC and is an issuer of USDC, Circle does not issue or redeem Bridged USDC.  Bridged USDC is not backed by US dollars or any of Circle’s USDC-related reserves.  Instead, Bridged USDC can only be unbridged to Native Ethereum USDC.  Circle does not own or control the Supported L2 Networks or the Supported Bridges, and did not create Bridged USDC.  Unbridging of Bridged USDC to Native Ethereum USDC is subject to the availability of the Supported L2 Networks and the Supported Bridges.  

Circle does not endorse any particular Supported L2 Network, Supported Bridge, or type of Bridged USDC. 

 

2. Scope of Bridged USDC and Key Terms

As you have agreed to, and are subject to, the Circle Account User Agreement, Circle makes available the following Bridged USDC-related Service (as defined in the Circle Account User Agreement): (i) minting of Native Ethereum USDC, which Circle will bridge to Bridged USDC using the Supported Bridges on your behalf prior to withdrawal; and (ii) acceptance of Bridged USDC deposits, which Circle will unbridge to Native Ethereum USDC on your behalf using the Supported Bridges and, if desired, redeem such Native Ethereum USDC for USD (collectively, the “Bridged USDC Service”).  Your use of the Bridged USDC Service is subject to these Terms.  Any of the Bridged USDC Service can be discontinued at any time in accordance with Section 16 of these Terms.

 

If you choose to use Circle’s “USDC Express” service as part of the Bridged USDC Service, Bridged USDC sent from your Circle Account to another Circle-hosted deposit address can automatically initiate a bridging of such Bridged USDC to Native Ethereum USDC and then US dollars and a fiat wire to the recipient’s financial institution fiat account.

 

You understand and agree that sending Bridged USDC to another address automatically transfers and assigns to the owner of that address (a “Holder”), and any subsequent Holder, the related Bridged USDC.  

 

As discussed in more detail below, Circle’s offering of the Bridged USDC Service is offered on an “as-is” and “as-available” basis.  Circle does not own or control the Supported L2 Networks or Supported Bridges.  From time-to-time, the Supported L2 Networks and/or Supported Bridges may be unavailable, inaccessible, down or suffering from an outage or hack, and the Bridged USDC Service may not be available during such time.   

  

3. Applicable Laws and Regulations

Your holding and use of Bridged USDC, and any use of the Bridged USDC Service, is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions and sanctions.  You agree to act in compliance with and be legally bound by these Terms and all applicable laws and regulations. These Terms are conditional on your continued compliance at all times with these Terms and all applicable laws and regulations.

 

Applicable laws require us to prevent Restricted Persons from holding Bridged USDC and using the Bridged USDC Service. A Restricted Person means any person that is the subject or target of any sanctions, including a person that is:

• named in any Sanctions-related list maintained by the U.S. Department of State; the U.S. Department of Commerce, including the Bureau of Industry and Security’s Entity List and Denied Persons List; or the U.S. Department of the Treasury, including the OFAC Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, and the Foreign Sanctions Evaders List; or any similar list maintained by any other relevant governmental authority; 
• located, organized or resident in a country, territory or geographical region which is itself the subject or target of any territory-wide Sanctions (a “Restricted Territory”) (currently, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria); or 
• owned or controlled by any such person or persons listed above.

 

4. Eligibility; Limitations

Circle Accounts, the Bridged USDC Service, and support for Bridged USDC are currently only available to individuals and institutions (as applicable) located in supported jurisdictions. For a complete list of currently supported jurisdictions, please see here.

 

By using the Bridged USDC Service, you further represent and warrant that:

1. you are at least 18 years old, are not a Restricted Person, and are not holding Bridged USDC on behalf of a Restricted Person. 
2. you will not be using Bridged USDC or the Bridged USDC Service (as applicable) for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed under Sections 18 and 19. 

 

You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these Terms and that any misrepresentation by you is a violation of these Terms.

 

If Circle suspects or determines that you or any of your authorized users or customers, as applicable, have violated these Terms, including, but not limited to, attempting to transact or transacting with Blocked Addresses (as defined in Section 13) or attempting to engage or engaging in Restricted Activities or Prohibited Transactions (each as defined below in Sections 18 and 19), and you have a Circle Account, then Circle may be forced to terminate your Circle Account and you may forfeit any USD funds otherwise eligible for redemption.

 

Notwithstanding the foregoing, Circle may determine not to make the Bridged USDC Service, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location. We may also, without liability to you or any third party, refuse to let you register for a Circle Account.

 

Use of the Bridged USDC Service in a Circle Account may have further eligibility requirements that will need to be verified prior to you using such Bridged USDC Service, or from time to time in order to continue your use of the Bridged USDC Service, and may be subject to additional terms and conditions.

 

5. Support

Please visit Support here or contact Support at customer-support@circle.com to report any violations of these Terms or to ask any questions regarding these Terms or the Bridged USDC Service, as applicable.

 

6. AML and CTF Compliance

Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF. These standards are designed to prevent the use of the Bridged USDC Service for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes. 

 

7. USA PATRIOT Act Notification

This Section 7 applies only if your country of residence is the United States:

Please also note that Section 326 of the USA PATRIOT Act of 2001 requires all financial institutions to obtain, verify, and record information that identifies each person who registers a Circle Account. This federal requirement applies to all new users. This information is used to assist the U.S. Government in the fight against the funding of terrorism and money laundering activities. 

 

8. Bridged USDC Support Only; Copies, Forks, Advanced Protocols, and Other Bridges Not Supported

Your Circle Account supports sending and receiving USDC, Bridged USDC, and Supported Digital Currencies (as defined in the Circle Account User Agreement).  If you attempt to send any other virtual currency, token, digital currency, or similar digital assets other than USDC, Bridged USDC, or Supported Digital Currencies (“Other Digital Assets”) to your Circle Account, such Other Digital Assets may be lost forever.  Please refer to your Circle Account User Agreement for a list of Supported Digital Currencies. If you attempt to send Bridged USDC from your Circle Account to a wallet or address that does not support Bridged USDC, your Bridged USDC will be lost forever.  Circle bears no responsibility for any losses you might incur as a result of you sending Other Digital Assets to your Circle Account or you sending Bridged USDC from your Circle Account to a wallet or address that does not support Bridged USDC.

As a result of the decentralized and open source nature of Bridged USDC it is possible that a party unaffiliated with Circle or the Supported L2 Network could create an alternative, equivalent version of Bridged USDC either on one of the Supported L2 Networks or on an unsupported blockchain (a “copy”) that operate independently from Bridged USDC.  Similarly, it is possible that a party unaffiliated with Circle may create an asset and purport that such asset is collateralized by or otherwise incorporates Bridged USDC into its design (a “wrapper”). Circle supports only Bridged USDC and is under no obligation to support any copies of Bridged USDC or wrappers and assumes no responsibility for any value that might be lost as a result of this lack of support for copies of Bridged USDC. 

 

Similarly, a party may create a bridge that enables the movement of assets between the Ethereum blockchain and the Supported L2 Networks that is not one of the Supported Bridges.  Circle does not support any bridges other than the Supported Bridges nor any bridged versions of USDC other than Bridged USDC.  

 

As a result of the decentralized and open source nature of the Supported L2 Networks, it is possible that a party unaffiliated with Circle could create an alternative version of the Supported L2 Networks (a “fork”). Note that in the event of a fork, Circle may be forced to suspend all activities relating to Bridged USDC for an extended period of time until Circle has determined in its sole discretion that such functionality can be restored (“Downtime”). This Downtime will likely occur immediately upon a “fork”, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving Bridged USDC. In the event of a fork of one of the Supported L2 Networks, Circle shall, in its sole discretion, determine which fork it will support, if any.  

 

9. Supported L2 Networks and Smart Contract Modifications

Bridged USDC operates on the Supported L2 Networks.  Circle does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise on the Supported L2 Networks. Any such attacks or delays on the Supported L2 Networks might materially delay or prevent you from sending or receiving Bridged USDC, or unbridging Bridged USDC to Native Ethereum USDC and ultimately US dollars with Circle, and Circle shall bear no responsibility for any losses that result from such issues.

Note that in certain circumstances, including, but not limited to, a copy or fork of the Supported L2 Networks or the identification of a security issue with the Supported L2 Networks, Circle may be forced to suspend all activities relating to Bridged USDC (including unbridging of Bridged USDC to Native Ethereum USDC on your behalf) for an extended period of time until such Downtime is over and the Bridged USDC Service can be restored. This Downtime will likely occur immediately upon a copy or fork of any Supported L2 Network, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving Bridged USDC.  

 

10. Privacy

We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read the Circle Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used.

 

11. Communications

By entering into these Terms, you agree to receive electronic communications and notifications in accordance with our E-Sign Consent Policy.

 

These Terms are provided to you and communicated in English. We will also communicate with you in English for all matters related to Bridged USDC and your use of the Bridged USDC Service. Where we have provided you with a translation of the English language version of these Terms, you agree that such translation is provided for your convenience only and that the English language version of these Terms govern your holding and use of Bridged USDC, and the Bridged USDC Service, as applicable.

 

12. Limited License; IP Rights

We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of these Terms, to access and use the Bridged USDC Service solely for approved purposes as determined by Circle. Any other use of the Bridged USDC Service is expressly prohibited. Circle and its licensors reserve all rights in the Bridged USDC Service and you agree that these Terms do not grant you any rights in or licenses to the Bridged USDC Service except for the limited license set forth above. Except as expressly authorized by Circle, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Bridged USDC Service, in whole or in part. If you violate any portion of these Terms, your permission to access and use the Bridged USDC Service may be terminated pursuant to these Terms. 

 

"Circle.com", "Circle", and all logos related to the Bridged USDC Service are either trademarks, or registered marks of Circle or its licensors. Whether or not you have a Circle Account, you may not copy, imitate, or use them without Circle's prior written consent. All right, title, and interest in and to the Circle website, any content thereon, the USDC Service, and all technology and any content created or derived from any of the foregoing is the exclusive property of Circle and its licensors.

 

13. Risk Factors & Disclosures

The following list of risks associated with Bridged USDC and the Bridged USDC Service is not exhaustive.  

 

No Technical or Operational Support for Supported L2 Networks or Supported Bridges

Circle does not own or control, makes no representations or warranties regarding, and shall incur no liability arising out of or in connection with the performance, cost, availability or functionality of the Supported L2 Networks or the Supported Bridges.  The Supported L2 Networks and Supported Bridges are owned, controlled and operated by third parties or decentralized protocols, and Circle does not provide any technical or operational support for the same.  The Supported L2 Networks and Supported Bridges may undergo routine maintenance or periods of outage, instability, or downtime whereby the Bridged USDC Service is unavailable.  The availability of the Supported L2 Networks and Supported Bridges, and the timing and frequency of these periods, are not within Circle’s control.  By using the Bridged USDC Service, you understand and accept the risk that you may not be able to unbridge your Bridged USDC to Native Ethereum USDC, or bridge Native Ethereum USDC to Bridged USDC, during certain periods of time, which may occur without any prior notice to Circle or to you.  

 

Bridge Hack and Ability to Unbridge to Native Ethereum USDC

As discussed in Section 1(b) above, Bridged USDC is a bridged digital asset that relies on the Supported L2 Networks and Supported Bridges and is not USDC.  As noted above, Circle does not own or control, makes no representations or warranties regarding, and shall incur no liability arising out of or in connection with the performance, cost, availability or functionality of the Supported L2 Networks or the Supported Bridges.  In the event that the Supported L2 Networks or Supported Bridges are exploited, the Native Ethereum USDC locked in the Supported Bridges may be stolen or lost, and holders of Bridged USDC may not be able to unbridge their Bridged USDC to Native Ethereum USDC (and ultimately redeem Native Ethereum USDC for US Dollars) either on a temporary or permanent basis.  Circle assumes no responsibility for any value that might be lost as a result of the functioning of the Supported L2 Networks or Supported Bridges.  Attacks or delays on the Supported L2 Networks might materially delay or prevent you from sending or receiving Bridged USDC, and Circle shall bear no responsibility for any losses that result from such issues.

 

Inability to Freeze Funds

Neither Circle nor the Centre Consortium control the Bridged USDC contract on the Supported L2 Networks.  Thus, Circle lacks the ability to block certain addresses or freeze Bridged USDC in the event your funds are stolen.  

 

No guarantee of price stability 

Circle does not guarantee that the value of one (1) Bridged USDC will always equal (1) USDC or 1 USD ($1) on other platforms.  Due to a variety of factors outside of Circle’s control, the value of Bridged USDC on third-party platforms such as cryptocurrency exchange platforms could fluctuate. Although a Bridged USDC is able to be unbridged, resulting in a Native Ethereum USDC, which is redeemable for $1, less applicable fees (if any), Circle cannot control how third parties quote or value Bridged USDC, and Circle is not responsible for any losses or other issues that may result from fluctuations in the value of Bridged USDC.

 

Third-party platforms

Bridged USDC is based on open source software and runs on Supported L2 Networks. This means that third parties can elect to support Bridged USDC on their platforms without any authorization or approval by Circle or anyone else.  As a result, Bridged USDC support on any third-party platform does not imply any endorsement by Circle that such third-party services are valid, legal, stable or otherwise appropriate. Circle is not responsible for any losses or other issues you might encounter using Bridged USDC on non-Circle platforms.

 

You accept all consequences of sending Bridged USDC. Bridged USDC transactions are not reversible. Once you send Bridged USDC to an address, you accept the risk that you may lose access to, and any claim on, that Bridged USDC indefinitely or permanently. For example, (i) an address may have been entered incorrectly and the true owner of the address may never be discovered, (ii) you may not have (or subsequently lose) the private key associated with such address, (iii) an address may belong to an entity that will not return the Bridged USDC, or (iv) an address belongs to an entity that may return the Bridged USDC but first requires action on your part, such as verification of your identity. For the avoidance of doubt, nothing in these Terms is intended to obligate Circle to track, verify or determine the provenance of Bridged USDC balances for Users, including any form of security interests claimed thereon.

 

Blocked Addresses & Forfeited Funds

Circle reserves the right to “block” certain Bridged USDC addresses and, if such addresses are Circle custodied addresses, freeze associated Bridged USDC (temporarily or permanently) that it determines, in its sole discretion, may be associated with illegal activity or activity that otherwise violates these Terms (“Blocked Addresses”). In the event that you send Bridged USDC to a Blocked Address, or receive Bridged USDC from a Blocked Address, Circle may freeze such Bridged USDC and take steps to terminate your Circle Account. In certain circumstances, Circle may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your Bridged USDC. Circle may also be required to freeze Bridged USDC and associated Native Ethereum USDC, and/or surrender USD associated with such Native Ethereum USDC held in Circle’s reserves in the event it receives a legal order from a valid government authority requiring it to do so.

 

Software protocols and operational challenges

You are aware of and accept the risk of operational challenges. Circle may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Bridged USDC Service. You understand that the Bridged USDC Service may experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Circle accountable for any related losses.

 

Compliance

You are responsible for complying with applicable law. You agree that Circle is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of Bridged USDC or the Bridged USDC Service, including any accurate reporting of the tax or legal status of Bridged USDC in your jurisdiction.

 

Legal treatment of Bridged USDC transfers

The regulatory status of Bridged USDC and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to Bridged USDC, blockchain technology and its applications.  Accordingly, it is not possible to determine whether a Bridged USDC transfer would be recognized under applicable law by a court or regulator at the U.S. state, U.S. federal, or international level.

 

Legislative and regulatory changes

Legislative and regulatory changes or actions at the U.S. state, U.S. federal, or international level may adversely affect the bridging of USDC into Bridged USDC, and the use, transfer, and/or value of Bridged USDC.

 

No deposit insurance

As noted above, Bridged USDC is not USDC.  Additionally, Bridged USDC held in your Circle Account is not subject to deposit insurance protection, including, but not limited to, (i) where your country of residence is the United States, the Federal Deposit Insurance Corporation insurance or Securities Investor Protection Corporation protections; or (ii) where your country of residence is outside of the United States, the United Kingdom Financial Services Compensation Scheme or equivalent scheme in your country of residence.

 

Encumbrances

Depending on the actions of the owners of Bridged USDC addresses before your receipt of Bridged USDC from another Bridged USDC address, it is possible that the transfer of Bridged USDC between Bridged USDC addresses could result in the Bridged USDC in your account becoming subject to a lien or other form of security interest.

 

On-chain transactions irreversible

When Bridged USDC is sent to a third-party Bridged USDC address, such transaction is completed on Supported L2 Networks which are not controlled by Circle or any affiliate of Circle. This means that such transaction is irreversible and Circle does not have the ability to reverse or recall any transaction once initiated.  You bear all responsibility for any losses that might be incurred as a result of sending Bridged USDC to an incorrect or unintended Bridged USDC address.

 

Affiliate Activities

You understand and agree that individuals or entities affiliated with Circle may hold, purchase, sell, or otherwise engage in transactions using or involving Bridged USDC.  You further understand and agree that such persons may engage in this activity for any reason, including but not limited to engaging in commercial transactions, promoting transaction activity that utilizes Bridged USDC, or otherwise supporting the use or adoption of Bridged USDC.  This activity may involve selling Bridged USDC to other entities for provision to their end users.  You understand and agree that no individual or entity, whether affiliated with Circle or otherwise, is under any obligation to engage in these activities, and they may be discontinued at any time. 

 

14. Third Parties

You understand and agree that Circle does not control any products or services sold or offered by third parties using the Bridged USDC Service, including the Supported Bridges.  

Circle is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, failure to comply with applicable law and regulations (including any consequences for illegal transactions that might be triggered under these Terms), the quality and delivery of such products and services, or your satisfaction with any products or services, the purchase of which is facilitated by the Bridged USDC Service. If you are not satisfied with any goods or services purchased from a third party using the Bridged USDC Service, you must handle those issues directly with the third-party seller.

 

15. Fees; Authorization

Except as disclosed on the Circle Account Fee Schedule or as otherwise disclosed to you prior to completing a transaction in your Circle Account, Circle will not charge you any fees for bridging USDC to Bridged USDC (or vice versa).  As disclosed on the Circle Account Fee Schedule, Circle does charge fees in connection with sending Bridged USDC on chain out of the Circle Account. You should always check the Circle Account Fee Schedule before completing a transaction in your Circle Account to make sure you understand exactly what fees might be incurred.  You also agree to pay any other fees that may be charged by your bank in connection with sending funds to Circle or receiving funds from Circle.

 

16. Right to Change/Remove Features or Suspend/Delay Transactions

We reserve the right to (i) change, suspend, or discontinue any aspect of the Bridged USDC Service at any time, including your ability to have Circle unbridge Bridged USDC to Native Ethereum USDC on your behalf, hours of operation or availability of any feature, without notice and without liability and (ii) limit or suspend your use of any aspect of the Bridged USDC Services at any time, including your ability to deposit Bridged USDC to your Circle Account, in our sole discretion. Our rights under this paragraph are subject to our obligations under applicable law and licenses, including but not limited to our reasonable suspicion of inappropriate or illegal conduct. Suspension of your use of any of the Bridged USDC Service will not affect your rights and obligations pursuant to these Terms. We may, in our sole discretion, delay service if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of these Terms.

 

17. Transactions Irreversible

Once a transaction has been initiated, it cannot be reversed, as further described in Section 13 above.  Except as set forth in these Terms, all transactions processed through the Bridged USDC Service are non-refundable. You may have additional refund or chargeback rights under your agreement with the recipient of such funds, your bank, or applicable law. You should periodically review statements from your bank, which should reflect all applicable transactions made using that payment method. You can also access the record of your transactions by logging into your Circle Account.  

 

18. Restricted Activities

In connection with the Bridged USDC Service (as applicable), you hereby agree that you will not:

1. violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;
2. intentionally try to defraud (or assist in the defrauding of) Circle or other Users;
3. provide false, inaccurate, or misleading information;
4. take any action that interferes with, intercepts, or expropriates any system, data, or information;
5. partake in any transaction involving the proceeds of illegal activity;
6. transmit or upload any virus, worm, or other malicious software or program;
7. attempt to gain unauthorized access to other Circle Accounts, the Circle website, or any related networks or systems;
8. use the Bridged USDC Service on behalf of any third party or otherwise act as an intermediary between Circle and any third parties;
9. collect any User information from other Users, including, without limitation, email addresses;
10. defame, harass, or violate the privacy or intellectual property rights of Circle or any other Users; or
11. upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials (such activities, “Restricted Activities”).

 

19. Prohibited Transactions

Using the Bridged USDC Service for transactions related to the following is prohibited, and Circle reserves the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:

1. any Restricted Persons;
2. weapons of any kind, including but not limited to firearms, ammunition, knives, explosives, or related accessories;
3. controlled substances, including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories, unless licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;
4. gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, games that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing, unless licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;
5. money-laundering or terrorist financing;
6. any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;
7. goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;
8. credit repair services, or other services that may present consumer protection risks;
9. court ordered payments, structured settlements, tax payments, or tax settlements;
10. any unlicensed money transmitter activity;
11. layaway systems, or annuities;
12. counterfeit goods, including but not limited to fake or “novelty” IDs;
13. wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;
14. purchasing goods of any type from “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); or
15. any other matters, goods, or services that from time to time we communicate to you that are unacceptable and which, for example, may be restricted by our and your bank or payment partners (such transactions, “Prohibited Transactions”).

 

In the event that Circle learns you are making any such Prohibited Transactions, Circle will consider it to be a violation of these Terms and may also suspend or terminate your Circle Account, which can result in the potential forfeit of any US Dollar funds otherwise eligible for redemption. 

20. Taxes

Circle will maintain a record of your transaction history pursuant to the terms of the Circle Account User Agreement.   This transaction history will include all transactions you complete with Circle including using the Bridged USDC Service. It is your responsibility to determine what taxes, if any, arise from transactions using the Bridged USDC Service under this Agreement

 

21. Indemnification; Release

Section 22 of the Circle Account User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of the Bridged USDC Service and our products and services as contemplated herein.

 

22. Limitation of Liability; No Warranty

Section 23 of the Circle Account User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of the Bridged USDC Service and our products and services as contemplated herein.

 

23. Force Majeure

Circle shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.

 

24. Amendments

Circle may amend any portion of these Terms at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you access or use the Bridged USDC Service after the initial posting of the revised Terms and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Bridged USDC Service and terminate your Circle Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms.

If the revised Terms includes a material change, we will provide you with prior notice via our website and/or email before the material change becomes effective. For this purpose a “material change” means a significant change other than changes that (i) are to your benefit, (ii) are required to be made to comply with applicable laws and/or regulations or as otherwise required by one of our regulators, (iii) relates to a new product or service made available to you, or (iv) otherwise clarifies an existing term.

 

25. Assignment and Third-Party Holders

You may not transfer or assign these Terms or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void

 

26. Survival

Upon termination of these Terms (and termination of your Circle Account), all rights and obligations of the parties that by their nature are continuing will survive such termination.

 

27. Website; Third Party Content

Circle strives to provide accurate and reliable information and content on the Circle website, but such information may not always be correct, complete, or up to date. Circle will update the information on the Circle website as necessary to provide you with the most up to date information, but you should always independently verify such information. The Circle website may also contain links to third-party websites, applications, events or other materials (“Third Party Content”). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by Circle of any products or services. Circle shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Circle website or in any Third Party Content.

 

28. Legal Compliance

Bridged USDC and Bridged USDC Service are subject to AML and CTF provisions, including Sanctions. By using the Bridged USDC Service or transacting in Bridged USDC in your Circle Account, you represent and warrant that your actions are not in violation of Sanctions. Without limiting the foregoing, you may not hold or use Bridged USDC, or use the Bridged USDC Service if you are a Restricted Person or intend to transact with or on behalf of any Restricted Persons.

 

29. Governing Law; Venue

The laws of the State of Delaware and applicable United States federal law, including the Federal Arbitration Action as specified herein, shall govern these Terms.

 

30. Entire Agreement

The failure of Circle to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 24. Furthermore, if any portion of these Terms, whether in whole, or in part, shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid against certain persons or categories of persons that are purportedly bound by these Terms, such portion of these Terms shall otherwise remain in full force and effect and remain enforceable as to any other persons bound by these terms.  The headings and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. These Terms and Circle’s policies governing the use of the Bridged USDC Service referenced herein, the Privacy Policy, the Cookie Policy and the E-Sign Consent constitute the entire agreement between you and Circle with respect to the the use of the Bridged USDC Service. These Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and Circle and other Circle affiliates which each shall be a third-party beneficiary of these Terms, and no other person shall assert any rights as a third-party beneficiary hereunder.