Legal & Privacy

This User Agreement applies to Circle customers that are residents of California or Wyoming. If you are a resident of any other state, please click here. Effective as of: September 21, 2022This Agreement shall be effective on September 21, 2022 for any user that is a resident of the states of California and Wyoming.

Please note that Circle is in the process of shutting down the Circle Pay product.  It is no longer possible to create a new Circle Pay account.  Please review carefully the communications sent to you to determine how to claim any remaining balance on your account.  If you have any questions about this process, please visit our Help Center or email us at [email protected].

This User Agreement (“Agreement”) is a contract between you and (i) Circle Payments, LLC (“Circle LLC”) and (ii) Circle Internet Financial, LLC (“CIFL”) that applies to your use of Circle’s products and services (the “Services”). Where a reference is made simply to “Circle” or “we” and not a specific entity, such provision applies to your interactions with both Circle LLC and CIFL.

Circle LLC is licensed by the Department of Financial Protection and Innovation (the “DFPI”) as a money transmitter and handles all transactions conducted in fiat currency, while CIFL handles all transactions conducted in virtual currency. CIFL is not licensed or regulated by the DFPI. See Section 35 for more details.

When you engage in transactions involving Bitcoin, such activities are not regulated by the DFPI.

By using any of the Services, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as our Privacy Policy, Cookie Policy, and E-Sign Consent, and you acknowledge and agree that you will be bound by these agreements and policies.  Section 25 of this Agreement governs how this Agreement may be changed over time. If after reading this Agreement in its entirety you are still unsure of anything or you have any questions, please email us at [email protected].

1. Identity Verification

It is no longer possible to register a new Circle Pay Account.

If you have a U.S. Dollar account, that account is managed by Circle LLC. If you have a bitcoin account, that account is managed by CIFL.

When registering for your Circle Pay Account, you were required to provide current, complete, and accurate information for all required elements on the registration page. If any of this information changes, it is your obligation to update such information as soon as possible. From time to time we may also require you to provide further information as a condition for continued use of the Services, including but not limited to a copy of your government issued photo ID. If you wish to link a bank account or debit card to your Circle Pay Account, you authorize Circle, directly or through third parties, to make any inquiries we deem necessary to validate your identity and account information. This may include requesting further information about you such as your date of birth, email address, physical address, social security number, and bank account or card information so that we can confirm your identity. We reserve the right to maintain your account registration information after you close your account for business and regulatory compliance purposes.

From time to time we may be required to request further information regarding your transactions in order to comply with federal and state law. Failure to provide such information in a timely fashion may result in the suspension of your ability to transact until you provide such information or the closure of your Circle Pay Account.

2. 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 our Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used.

3. Communications

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

4. Security of User Information

You are responsible for maintaining the confidentiality and security of any and all account names, user IDs, passwords, personal identification numbers (PINs) and mobile unlock codes that you use to access the Services. You are responsible for keeping your email address up to date in your Circle Pay Account profile and for maintaining the confidentiality of your user information. You agree to (i) notify Circle immediately if you become aware of any unauthorized use of the Services or any other breach of security regarding the Services and (ii) enable all relevant security features such as two-factor authentication and PIN Code or TouchID access control. Circle will not be liable for any loss or damage arising from your failure to protect your account information.

We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from Circle, you should login to your account through the Circle website (www.circle.com) or mobile applications, not by clicking links contained in emails.

5. Account Suspension & Closure

It is no longer possible to open a Circle Pay Account.

We may, in our sole and absolute discretion, without liability to you or any third party, suspend your account or terminate your account or your use of one or more of the Services.  Such actions may be taken as a result of account inactivity, failure to respond to customer support requests, failure to positively identify you or your violation of the terms of this Agreement (including, but not limited to, Sections 16 and 17) or pursuant to the terms set forth in Section 6 below.  If you have a balance remaining in a Circle Pay Account which has been suspended or closed, you will be able to recover such funds (according to the terms set forth below in Section 6), unless prohibited by law or a court order or where we have determined that such funds were obtained fraudulently. Circle shall have full discretion as to the means by which you will receive such funds following our decision to return such funds. We reserve the right to require you to provide further identifying information before processing such withdrawal or transfer requests and to delay or prohibit such withdrawal or transfer if we believe fraudulent or illegal activity has occurred. If you are unable to login to your Circle Pay Account, you will need to email us at [email protected] for assistance.

You may terminate this Agreement at any time by closing your Circle Pay Account and discontinuing use of the Services. Upon termination of this Agreement and your Circle Pay Account, you remain liable for all transactions made while your Circle Pay Account was open.

6. Services; Third Parties

Circle is in the final stages of shutting down the Circle Pay product.

For those customers holding fiat currency in their accounts, multiple communications and reminders have been sent to all customers from June 2019 to September 2019 to facilitate the timely withdrawal of these funds.  Please refer to those communications or our Help Center for instructions on how to withdraw any remaining fiat currency.  Additionally, Section 31 of this Agreement provides that Circle may charge dormancy fees to users.  Circle plans to deem the accounts of customers holding fiat currency who do not timely withdraw all funds by September 23, 2019 to be dormant, and reserves the right to charge a dormancy fee of $30 to those accounts pursuant to Section 31 of this Agreement.

For those customers holding crypto assets in their Circle Pay Accounts, the following applies.  Pursuant to Section 13 of this Agreement, Circle reserves the right to change or remove any features of the Services, including the availability of assets.  Circle may convert any assets not timely withdrawn from the platform into any asset that Circle chooses in its sole discretion, and you have no right to any losses alleged as a result of such conversion.  As of March 1, 2020, Circle plans to convert Bitcoin SV (BSV) and Bitcoin Cash (BCH) held by Circle Pay customers into Bitcoin (BTC).  Additionally, Circle reserves the right to assess a monthly service fee of the equivalent of $10 USD on any account holding crypto assets as of March 1, 2020.  Section 31 of this Agreement also provides that Circle may charge dormancy fees to users. As of March 1, 2020, Circle reserves the right to charge a dormancy fee of the equivalent of $30 USD on any account holding crypto assets deemed dormant under applicable law unless otherwise restricted under applicablelaw pursuant to Section 31 of this Agreement.

As of March 1, 2020, for those customers who have an account balance that is less than the applicable blockchain transaction fee, Circle plans to deem your Circle Pay account to have a zero balance and close your account.  

Circle is an independent contractor for all purposes and is not your agent or trustee; provided, however, that Circle LLC shall act as your agent solely and exclusively with respect to any positive balance (other than a bitcoin balance) that you hold in your Circle Pay Account and in acting as your agent for funds held at Circle’s banking partner, and you explicitly consent to Circle LLC acting as your agent for such limited purpose. Circle does not have control of, or liability for, any products or services that are purchased or sold by third parties using the Services. Circle does not guarantee the identity of any user or other party or ensure that a buyer or seller is authorized to complete a transaction or will complete a transaction. Circle is not liable for any losses or issues that may arise from such third party transactions, including, but not limited to, legality, quality, delivery, or satisfaction with any products purchased. If you are not satisfied with any goods or services purchased from, or sold to, a third party using the Services, you must handle those issues directly with the third party seller or buyer, as applicable.

7. Mobile Services

To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain mobile applications may be prohibited or restricted by your carrier, and not all Services may work with all carriers or devices. By using mobile Services, you agree that we may communicate with you by SMS, MMS, text message, push notification, and/or other electronic means via your mobile device and that certain information about your usage of the Services may be communicated to us. In the event that you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to any person who might acquire your old number.

You will receive pin code verifications upon downloading the Circle application. Message and data rates may apply. Reply STOP to 247253 to Cancel and unsubscribe. For support, please email [email protected].

You hereby confirm that with respect to any mobile phone number provided, you own the account corresponding to that mobile phone number or otherwise have the account holder’s permissions to use this service. By registering a mobile phone number you are agreeing to the specific terms set forth in this Section 7.  Circle (247253) text messaging services are provided by Infobip for the following carriers: Alltel, AT&T, Boost, Centennial Cellular, Cincinnati Bell, MetroPCS, Sprint, T-Mobile, Unicel, U.S. Cellular, Virgin Mobile USA, and Verizon Wireless but is not compatible with all handsets. T-Mobile is not liable for delayed or undelivered messages.

8. Fees; Authorization

Except as disclosed in this Section 8 or Section 6 or as disclosed to you prior to confirming a transaction that would incur a fee, Circle does not charge any fees for deposits from bank accounts or debit cards or sending or receiving funds. If you choose to withdraw funds to a debit card, you may be charged certain fees based on the frequency of your withdrawals, but any such fees will be disclosed to you prior to confirming such withdrawals. If you choose to deposit funds using a credit card (if available to you), you will incur a percentage-based fee that will be disclosed to you at the time of such deposit. You also agree to pay any other fees that are disclosed to you with respect to the Services or that may be charged by your bank.

By linking a bank account, debit card, or credit card to your account, you authorize Circle to communicate with your bank or card issuer to provide or obtain any information required by Circle or your bank or card issuer in connection with providing the Services to you. By providing this information your bank is neither endorsing Circle nor is it in any way responsible for the Services.

When you use your bank account, debit card, or credit card to deposit funds, you are requesting an electronic transfer of funds. For bank account transactions, Circle will make electronic fund transfers from your bank account in the amount you specify. You agree that such requests constitute your authorization to Circle to make such transfers. Once you have provided your authorization for a transfer, you will not be able to cancel the electronic transfer. You hereby give Circle the right to resubmit any electronic fund transfer you authorized that is returned for insufficient or uncollected funds. You also authorize us to amend your Circle Pay Account activity to correct such error. You authorize Circle to take necessary action to reverse, credit, or debit any payment in connection with any necessary chargebacks, reversals, refunds, or adjustments.

You agree that you will not receive interest or other earnings on the funds that you hold on deposit with Circle and that Circle handles and places in pooled accounts with its banking partners. In consideration for your use of Circle’s product and services, you irrevocably transfer and assign to Circle any ownership right that you may have in the interest (if any) that may accrue on funds held on your behalf by Circle in pooled accounts in consideration for the expenses incurred by Circle in connection with maintaining such accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants Circle any ownership right to the principal of the funds you maintain as a balance in your Circle Pay Account.

As of March 1, 2020, for those customers who have an account balance that is less than the applicable blockchain transaction fee, in consideration for your use of Circle’s product and services, you irrevocably transfer and assign to Circle any ownership right you may have in the residual amount (if any) in your account that is less than the applicable blockchain transaction fee in consideration for the expenses incurred by Circle in connection with maintaining such accounts.  This assignment applies only to that residual amount (if any) in your account that is less than the applicable blockchain transaction fee, and nothing in this Agreement grants Circle any ownership right to any other portion of the principal of the funds remaining as a balance in your Circle Pay Account.

For those customers holding crypto assets in their Circle Pay Accounts, the following applies.  Circle reserves the right to assess a monthly service fee of the equivalent of $10 USD on any account holding crypto assets as of March 1, 2020.

Circle also reserves the right to assess a dormancy fee of $30 USD (or equivalent of $30 USD) unless otherwise restricted by applicable law as explained above in Section 6 pursuant to Section 31 of this Agreement.

9. Currency Conversion & Volatility

When you convert one fiat currency into another fiat currency (such as U.S. Dollars to Euros, U.S. Dollars to British Pounds, etc.) by completing a deposit or by changing the currency that denominates your account, such currency conversion is completed directly by Circle LLC.

When you convert U.S. Dollars and Bitcoin by completing a deposit or by changing the currency that denominates your account, such currency conversion is completed directly by CIFL.

You acknowledge that the price or value of any currency may fluctuate and that the conversion rate (the “Conversion Rate”) for converting one currency into another may not be the same Conversion Rate that applies when converting back into that first currency. You will always be shown the applicable Conversion Rate for a transaction prior to consummating the transaction. You agree to deliver the agreed upon payment upon confirmation of a deposit, regardless of changes in a currency’s value. The value of currencies (especially bitcoin) can rapidly increase or decrease at any time, so Circle cannot guarantee the value of any currency. The Services do not involve any extension of credit to you, and no credit is extended to you in connection with your use of the Services. In the event you are entitled to a refund or other payment by Circle, Circle shall have no liability for any losses resulting from a change in the Conversion Rate that may have occurred since the time of the original transaction. We are not responsible for any processing delays that may result in connection with any deposit, withdrawal, or transaction. The ability to convert from one currency to another is subject to applicable legal and regulatory restrictions as well as the availability of such currency provided by Circle.

All funds received into your Circle Pay Account will be delivered in the currency that your account is denominated in, regardless of what currency the transaction is initiated in. For example, if your Circle Pay Account is denominated in U.S. Dollars and someone sends you Euros or bitcoin, we will automatically convert such Euros or bitcoin, as applicable, to U.S. Dollars based upon the current Conversion Rate. We are not responsible for any losses that might be incurred as a result of the Conversion Rate that applies to a given transaction.

10. FDIC Insurance

Section 10 applies only to account balances held in U.S. Dollars with Circle LLC, not bitcoin or other currencies.

The funds in your U.S. Dollar Circle Pay Account are placed by us into one or more custodial accounts (“Custodial Account(s)”) maintained for the benefit of Circle LLC users at one or more banks insured by the Federal Deposit Insurance Corporation (“FDIC”), which have been established to provide pass-through FDIC insurance. Subject to the limitations set forth below, this means that if a bank holding a Custodial Account fails, you should be insured by the FDIC up to the per-depositor coverage limit then in place (currently $250,000 in most instances). Note that the FDIC insurance maximum applies to all of the funds you have on deposit with the bank that fails. Therefore, the amount of your Circle-related funds in the Custodial Account are added to any other funds that you have in deposit accounts held in the same right and capacity at the failed bank for purposes of calculating deposit insurance coverage.

Your Circle funds will not receive the benefit of FDIC insurance before they are placed in one of the Custodial Accounts referenced above. In most instances, we will place funds into the Custodial Accounts no later than the business day after those funds are credited to your Circle Pay Account. FDIC insurance coverage is contingent upon our maintaining accurate records and on determinations of the FDIC as receiver at the time of a receivership of a bank holding a Custodial Account. FDIC pass-through insurance protects funds placed on behalf of a Circle user against the risk of loss (up to the then applicable FDIC deposit insurance limits) should any FDIC-insured bank(s) where we maintain Custodial Account(s) fail.

FDIC pass-through insurance does not protect you against the risk of our insolvency. In the unlikely event of our insolvency, funds we place in a Custodial Account should be protected from claims by our creditors; however, it is possible that funds that we hold before placement in a Custodial Account will not be protected from claims by our creditors. Even if funds in your Circle Pay Account (whether held by us or held in a Custodial Account) are protected from claims by our creditors, in the unlikely event of our insolvency, it is possible that you will not have access to those funds while court or other legal proceedings are ongoing.

FDIC pass-through insurance also does not protect you against the risk that an attempted funding of your Circle Pay Account might fail to complete or be reversed (for example, if a deposit that you complete with us is dishonored or a related credit is reversed after initial honor).

11. Bitcoin Theft Insurance

Section 11 applies only to account balances held in bitcoin, not U.S. Dollars. All bitcoin insurance is maintained by CIFL.

In the event that any bitcoin held in your account are lost or stolen as a result of a direct breach of CIFL’s digital or physical storage facilities, the entire balance of your account is fully insured, subject to the terms and conditions of CIFL’s insurance policy with Marsh Insurance. If your bitcoin are lost or stolen as a result of your own failure to maintain proper security protocols in accordance with Section 4, such loss is not covered by CIFL’s insurance. Account balances held in bitcoin are not covered by Federal Deposit Insurance Company (FDIC) deposit insurance or any other government insurance scheme.

12. Transaction Limits

Circle reserves the right to change the deposit, withdrawal, conversion, storage, and velocity limits on your account as we deem necessary. We may establish individual or aggregate transaction limits on the dollar amount or number of deposits or withdrawals you make during any specified time period.

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

We reserve the right to change, suspend, or discontinue any aspect of the Services at any time, including hours of operation or availability of any feature, without notice and without liability. We may decline to process any deposit or withdrawal without prior notice and may limit or suspend your use of one or more Services at any time, in our sole discretion. Suspension of your use of any of the Services will not affect your rights and obligations pursuant to this Agreement. We may, in our sole discretion, delay deposits or withdrawals if we believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of this Agreement.

14. Insufficient Funds

If at any point your account has a negative balance (as a result of a deposit being charged back, rejected, reversed or otherwise), Circle may deduct amounts you owe from the balance of your account from funds you subsequently deposit or receive into your account or from any other Circle Pay Account that you hold. If Circle requests that you complete a deposit in order to resolve a negative balance issue and you fail to do so, you authorize Circle to initiate a deposit in the amount of such deficiency from your linked bank account, or debit card. If you have more than one account, Circle may set off the negative balance in one account by using any balance that you hold in your other accounts (and then close such additional accounts). If you deposit or receive funds in a different currency than the currency which has a negative balance (for example, having a negative U.S. dollar balance and receiving Euros into your account) then Circle will automatically convert such funds at the then-prevailing Circle exchange rate in order to offset such negative balance. To secure your performance of this Agreement, you grant to Circle a lien on and security interest in and to the balances in your account.

In the event that Circle is forced to engage a third party to assist with the recovery of any negative balance, overdraft or chargeback, you will be charged any fees or expenses that are incurred by Circle in connection with such recovery efforts, including, but not limited to, collection fees or convenience fees charged by third parties. You hereby explicitly agree that all communication in relation to a delinquent account will be made by electronic mail or phone. Such communication may be made by Circle or by any third party acting on its behalf, including but not limited to a third party collection agent. Note that if Circle is forced to engage such third parties in connection with recovering amounts that you owe Circle, your credit may be negatively impacted.

15. Refunds; Reversals

Once a transaction has been initiated, it cannot be reversed. Deposits using a bank account, debit card, or credit card may be reversed or may be subject to a chargeback or related claim. Except as set forth in this Agreement, all payment transactions processed through the Services are non-refundable. You may have additional refund or charge-back 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 payment transactions made using that payment method. You can also always access the record of your transactions by logging into your Circle Account.

16. Restricted Activities

In connection with your use of Services, you hereby agree that you will not:

• violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;
• intentionally try to defraud (or assist in the defrauding of) Circle or other Circle users;
• provide false, inaccurate, or misleading information;
• take any action that interferes with, intercepts, or expropriates any system, data, or information; partake in any transaction involving the proceeds of illegal activity;
• transmit or upload any virus, worm, or other malicious software or program;
• attempt to gain unauthorized access to other Circle Accounts, the Circle website, or any related networks or systems;
• use the Services on behalf of any third party or otherwise act as an intermediary between Circle and any third parties;
• collect any user information from other Circle users, including, without limitation, email addresses;
• defame, harass, or violate the privacy or intellectual property rights of Circle or any other Circle users; or
• upload, display or transmit any messages, photos, videos or other media that contain illegal goods, pornographic, violent, obscene or copyrighted images or materials for use as an avatar, in connection with a payment or payment request, or otherwise.

17. Prohibited Payments

Using the Services to make the following types of payments is prohibited, and Circle reserves the right to monitor for payments and/or withdrawals that relate to:

• any Restricted Persons or persons or entities located in Restricted Territories (as each term is defined in Section 32);
• weapons of any kind, including but not limited to firearms, ammunition, knives, or related accessories;
• controlled substances including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories;
• gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, lotteries, games of chance, sweepstakes, games of skill that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing;
• constitute money-laundering or terrorist financing;
• any sort of ponzi scheme, pyramid scheme, or multi-level marketing program;
• goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;
• debt settlement, refinance, or credit repair services;
• court ordered payments, structured settlements, tax payments, or tax settlements; the sale of money orders or cashier’s checks or any money transmitter activity;
• lottery contracts, layaway systems, or annuities;
• counterfeit goods, including but not limited to fake or “novelty” IDs;
• purchasing goods from Tor hidden service markets or “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
• any other matters which we communicate to you that are unacceptable from time to time and which, for example, may be restricted by our and your bank or payment partners.

In the event that Circle learns that you are making any such prohibited payments and/or withdrawals, Circle may suspend or terminate your Circle Pay Account.

18. Unauthorized Transactions

If an Unauthorized Transaction (as defined below) or Error (as defined below) occurs through your account, and you follow the procedures set forth in this Section 18, Circle will reimburse you for the amount of any eligible Unauthorized Transaction and any losses resulting from an Error, subject to the limitations set forth in this Section 18.

What Constitutes an Unauthorized Transaction or Error?

For purposes of this Section 18, “Unauthorized Transaction” means a transaction that was initiated from your account without your authorization and that does not benefit you.

For purposes of this Section 18, an “Error” means one of the following: (i) if your bank account, debit card or credit card is charged for a deposit, Circle receives the funds, but it doesn’t show up in your account, (ii) if you complete a withdrawal and the funds are not properly delivered by Circle to your bank account, debit card or credit card, (iii) if you send a payment and we debit your account for an amount in excess of the send amount, (iv) if you receive a payment and we do not add the proper amount to your account, (v) if the transaction records in your Circle Pay Account do not accurately reflect your transactions, or (vi) there is some other material mathematical or computational error by Circle.

Notifying Circle of an Unauthorized Transaction or Error

You should notify us immediately if you believe that (i) an Unauthorized Transaction or Error has occurred, (ii) your password and/or two-factor authentication access has been compromised, (iii) a device on which you have downloaded the Circle app or which contains an active Circle session has been stolen or lost, or (iv) you believe there is an Error in your transaction records or account history, or you have a question regarding your transaction records or account history.

In order for Unauthorized Transactions or Errors to be covered by Circle, you must notify us within sixty (60) days of such Unauthorized Transaction or Error showing up in your transaction history and/or account statement. If you do not notify us within sixty (60) days, then you will not be covered by the protections of this Section 18.

Notification Process

The fastest and most efficient way to notify us of an Unauthorized Transaction or Error is to email [email protected].  You must include: (i) the name, email and phone number associated with your Circle Pay Account, (ii) a detailed description of what Unauthorized Transaction or Error you believe occurred, or what information you need in order to determine if an Unauthorized Transaction or Error occurred, and (iii) the dollar amount of such Unauthorized Transaction or Error.

Note that in connection with investigating and/or resolving any Unauthorized Transaction or Error, we may need to request further information from you regarding the circumstances of the Unauthorized Transaction or Error. If you do not provide such additional information, it may inhibit our ability to resolve your issue or your rights under this Section 18.

Steps Circle Will Take Following Notification

Once you have provided us with proper notification (including delivering all of the information set forth in the subsection above and responding to any requests for further information), we will investigate the potential Unauthorized Transaction or Error. We will typically be able to complete our investigation within ten (10) days, but may require up to thirty (30) days if your account is new (meaning your account has been open for less than thirty (30) days at the time we receive your notification).

Sometimes, we may need more time in order to complete our investigation (up to thirty (30) days, or sixty (60) days for a new account). If we need to take more than ten (10) days to investigate your claim (or thirty (30) days for new accounts), we will provisionally credit your account with the amount of such Unauthorized Transaction or Error.

Once we have completed our investigation, we will notify you of our decision within three (3) business days. If we have determined that your claim of an Unauthorized Transaction or Error is valid and eligible, we will credit your account for the amount of the Unauthorized Transaction or Error, subject to the limitations set forth below. If we have already provisionally credited your account and determine that your claim of an Unauthorized Transaction or Error is valid and eligible, you will be allowed to keep such provisional credit. If we have already provisionally credited your account and determine that your claim of an Unauthorized Transaction or Error is not valid and/or eligible, the amount provisionally credited will be debited from your account.

Regardless of the results of our investigation, we will send you an email explaining the basis for our decision. If you have any questions or concerns regarding our decision, you can request further information regarding the details that led to our decision.

Errors We Discover

If we discover an Error on our own that results in you receiving less than the amount of funds to which you are entitled, we will rectify it by crediting your account for the difference. If we discover an Error on our own that results in you receiving more than the amount of funds to which you are entitled, we will rectify it by debiting your account for the difference.

Your Liability for Unauthorized Transactions

Your liability for Unauthorized Transactions is determined by how quickly you report it to us. If you tell us within two (2) business days after you learn of the compromise of your account or login credentials, you can lose no more than $50 if someone used your login credentials without your permission. If you do NOT tell us within two (2) Business Days after you learn of the compromise of your account or login credentials, and we can prove we could have stopped someone from using your account without your permission if you had told us, you could lose as much as $500.

19. Reversals, Chargebacks & Other Claims

If a payment that you receive is later invalidated for any reason, you are responsible to Circle for the full amount of such payment. This means that if the sender disputes the authorization for transaction or initiates a chargeback with their bank or card issuer, you may be liable for the full amount of such payment. If it is determined that such transaction was unauthorized or the chargeback is validated by the sender’s bank or card issuer, you authorize Circle to recover any amounts due to Circle by deducting such amount from your Circle Pay Account balance. In the event that your Circle Pay Account balance is not sufficient to cover the full amount, you authorize Circle to reverse any withdrawals or require you to take other steps to reimburse Circle. If Circle is unable to recover the full amount that is owed, Circle may take additional steps including the initiation of legal actions to recover the full amount, to the extent allowed by applicable law.

20. Bitcoin Network

Bitcoin is a decentralized currency that operates on open source software protocols which can be used, modified or adapted by anyone; provided that certain changes require a certain amount of consensus among the parties using and supporting the bitcoin network. As a result of the decentralized nature of bitcoin it is possible that sudden, unexpected or controversial changes (“forks”) can be made to bitcoin. It is also possible that such forks result in multiple versions of “bitcoin” existing simultaneously. By using Circle you acknowledge and agree that: (i) Circle does not own or control the bitcoin network and is not responsible for any losses you may incur as a result of the functionality or security of the bitcoin network and (ii) Circle is not responsible for forks or changes to the bitcoin network, any of which may result in significant and sudden changes to the value and/or usability of bitcoin.

21. Taxes

Circle will maintain a record of your transaction history, which you will be able to request through your Circle Pay Account by signing in at pay.circle.com/signin for purposes of making any required tax filings or payments, but it is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority. Circle will make any tax withholdings or filings that we are required by law to make, but Circle is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.

22. Indemnification; Release

You agree to indemnify and hold Circle, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, your violation of any law or regulation or your use of the Services.

For the purpose of this Section 22, the term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section which are the result of the matters set out in this Section 22 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).

If you have a dispute with one or more users or third parties, you release Circle (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

You hereby expressly waive California Civil Code §1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.”

23. Limitation of Liability; No Warranty

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CIRCLE AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND CLOSE YOUR ACCOUNT.

THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. CIRCLE, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS,

DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT. CIRCLE MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

Circle will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner, but Circle makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.

24. 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.

25. Amendments

We may amend any portion of this Agreement at any time by posting the revised version of this Agreement with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised User Agreement 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 Services and close your 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 this Agreement.

If the revised Agreement 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) to otherwise clarify an existing term.

26. Assignment

You may not transfer or assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void. We reserve the right to freely assign this Agreement and the rights and obligations of this Agreement to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Services and terminate this Agreement by sending an email to [email protected] and asking us to close your account.

27. Survival

Upon termination of your account or this Agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.

28. Third Party Applications

If you grant express permission to a third party to connect to your account, either through the third party's product or through Circle, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold Circle responsible for, and will indemnify Circle from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.

29. 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.

30. Limited License; IP Rights

We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of this Agreement, to access and use the Services solely for approved purposes as determined by Circle. Any other use of the Services is expressly prohibited. Circle and its licensors reserve all rights in the Services and you agree that this Agreement does not grant you any rights in or licenses to the Services 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 Services, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the Services may be terminated pursuant to this Agreement. "Circle.com", "Circle", and all logos related to the Services are either trademarks, or registered marks of Circle or its licensors. 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 Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Circle and its licensors.

31. Unclaimed Property

If Circle is holding funds in your account, and Circle is unable to contact you and has no record of your use of the Services for a prolonged period of time, applicable law may require or permit Circle to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, Circle will try to locate you at the address shown in our records, but if Circle is unable to locate you, it may be required or permitted to deliver any such funds to the applicable state or jurisdiction as unclaimed property. Circle reserves the right to deduct an escheatment fee or other administrative charges from such unclaimed funds, as permitted by applicable law. For the avoidance of doubt, an escheatment fee is a fee that may be charged on Inactive Accounts. For purposes of this section, “Inactive Account” means an account where there have been no customer-initiated transactions for a period of not less than 12 months.

32. Legal Compliance

The Services are subject to all applicable export control restrictions, and, by using the Services, you represent that your actions are not in violation of such export control restrictions. Without limiting the foregoing, you may not use the Services if (i) you are a resident, national or agent of Cuba, Iran, North Korea, Syria, Crimea, or any other country or region to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (“Restricted Territories”); (ii) you are a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government or by the European Union (“Restricted Persons”) or (iii) you intend to transact with any Restricted Territories or Restricted Persons.

33. Governing Law; Venue and Arbitration

The laws of the Commonwealth of Massachusetts and applicable United States federal law, including the Federal Arbitration Action as specified herein, shall govern this Agreement.

Except for those disputes that shall be resolved in arbitration or in small claims court pursuant to this section, each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Boston, Massachusetts, USA provided that any claims or disputes shall be subject to the arbitration provisions set forth below.

Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought, in an individual capacity only, and not on a class-wide or representative basis, in the courts specified above), any dispute between you and Circle related in any way to, or arising in any way from, our Services or this Agreement (“Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the American Arbitration Association (“AAA”) rules for arbitration of consumer-related disputes (available from AAA on its website at www.adr.org), as modified by this Agreement or in accordance with rules on which we may mutually agree; provided, however, that to the extent a Dispute is within the scope of a small claims court’s jurisdiction, either you or Circle may commence an action in small claims court, in the county (or equivalent) of your most recent physical address, to resolve the Dispute.

Any arbitration will be conducted by a single, neutral arbitrator and shall take place in Boston, Massachusetts, USA. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction. You hereby agree that this Agreement evidences a transaction involving interstate commerce, and therefore, the Federal Arbitration Act (“FAA”) applies to this Agreement, including the agreement to arbitrate set forth in this Section 33. We each agree that the FAA, and not state law, shall govern whether a Dispute is subject to arbitration.

34. Entire Agreement; Third Party Rights

The failure of Circle to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement 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 this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 25. The heading and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. This Agreement, including Circle’s policies governing the Services 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 use of the Services. This Agreement is 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 this Agreement, and no other person shall assert any rights as a third party beneficiary hereunder.  If some future court judgment deems any particular provision of this Agreement unenforceable, the rest of the Agreement is still valid.

35. State Specific Disclosures (Last Updated: September 21, 2022)

The details of Circle Payments, LLC’s money transmitter license can be found on the Licenses page found at: https://www.circle.com/legal/licenses

• CALIFORNIA

For California Residents Only:  California money transmission services are provided by Circle Payments, LLC, NMLS # 1415802. Circle Payments, LLC's licensed activity is limited to fiat offerings in the state of California and is not inclusive of digital assets offerings.In California, Circle Payments, LLC is licensed as a money transmitter (NMLS ID: 1415802; License Number 2549). If you have questions or a complaint, please first contact Circle at (888) 762-4966 or visit Circle Support Portal.If you have complaints with respect to any aspect of the money transmission activities conducted by this licensee, you may contact the California Department of Financial Protection and Innovation at its toll-free telephone number, 1-866-275-2677, by e-mail at [email protected], or by mail at:Department of Financial Protection and InnovationAttn: Consumer Services Office2101 Arena BlvdSacramento, CA 95834

• WYOMING

While customers in Wyoming can transact in bitcoin, customers in Wyoming are not permitted to hold an account balance in bitcoin. With respect to all bitcoin-related activities for Wyoming customers, CIFL is acting as an authorized delegate of Circle LLC in processing such transactions.

36. Questions and Contact Information

If you have any questions, please email us at [email protected].  Although we make no representations or provide no warranties about the speed of response, we will get back to you as soon as possible.