This User Agreement applies to Circle users within the European Economic Area (“EEA”).
Effective as of: 30 March 2020
This User Agreement shall be effective on March 30, 2020 for any user within the European Economic Area (“EEA”). The User Agreement found here shall continue to apply to any user within the EEA until March 30, 2020.
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 firstname.lastname@example.org.
Please print or save a copy of this Agreement for your records.
Circle UK Trading Limited, registered office at TOG - 81 Rivington Street, London EC2A 3AY, United Kingdom, is authorised by the Financial Conduct Authority (https://register.fca.org.uk) under the Electronic Money Regulations 2011 for the issuing of electronic money, Register No. 900480. Circle is permitted to offer the Services in all 31 EEA countries in reliance on its cross-border services 'passport', details of which can be found on the Financial Conduct Authority's register. Circle is also registered with the UK Information Commissioner’s Office (https://ico.org.uk/), with the Registration reference number ZA176325.
Circle is in the final stages of shutting down the Circle Pay product.
Euro or British Pound denominated Circle Pay Accounts
Your electronic money in your Circle Pay Account is issued in accordance with the European E-Money Directive (Directive 2009/110/EC of 16 September 2009) and UK Electronic Money Regulations 2011. Electronic money held on your account (i) does not expire (other than when your account is closed or in the event of dormancy); and (ii) is not interest-bearing. You should note that your Circle balance is not a deposit and you do not have any right to seek compensation under the UK’s Financial Services Compensation Scheme (government-backed deposit insurance scheme) if you suffer any financial loss of that balance).
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 remaining as a balance in your Circle Pay Account.
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 those funds. Please refer to those communications or our Help Center for instructions on how to withdraw any remaining fiat balance. Additionally, Section 28 of this Agreement provides that Circle may charge dormancy fees to users. Circle plans to deem the accounts of customers holding a fiat balance who do not timely withdraw all funds by September 23, 2019 to be dormant, and reserves the right to charge an annual dormancy fee in the amount of €30 or £30 (as applicable to the currency of the account) to those accounts pursuant to Section 28 of this Agreement.
Crypto Denominated Circle Pay Accounts
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 30, 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 the equivalent of $10 USD on any account holding crypto assets as of March 30, 2020.
As of March 30, 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.
2. Identity Verification
It is no longer possible to register a new Circle Pay Account.
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. If you wish to link a card, you authorise Circle, directly or through third parties, to make any inquiries we deem necessary to validate your identity, including verifying your identity via electronic services. This may include requesting further information about you such as your date of birth, email address, residential address, tax identiﬁcation 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.
By entering into this Agreement, you agree to receive electronic communications and notiﬁcations in accordance with our E-Sign Consent Policy. We will provide you with conﬁrmation notices each time you make a transaction using the Services.
You will be able to check your available balance and view your transaction history at any time by logging into your Circle Pay Account at pay.circle.com/signin. You can also opt-in to receive a copy of your transaction statements for the previous month by email and we will not charge you for this - contact email@example.com for more details.
This Agreement is provided to you and concluded in English. We will also communicate with you in English for all matters related to your use of our Services. Where we have provided you with a translation of the English language version of this Agreement, you agree that the translation is provided for your convenience only and that the English language version of the Agreement will govern your use of the Services. This Agreement is available for you to view at any time on the Circle website and we will provide you with a copy of the Agreement at your request.
5. Security of User Information; Liability of Unauthorised or Incorrect Transactions
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 (the "Security Details”) 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 Security Details. You must (i) notify Circle immediately if you lose the device on which you have installed the Circle application or become aware of any unauthorised use of the Services or any other breach of security regarding the Services at firstname.lastname@example.org and (ii) enable all relevant security features on the device you use to access the Circle application and within the Circle application itself such as two-factor authentication and PIN Code or TouchID access control.
If we become aware or suspect that (i) any of your Security Details have been compromised; and/or (ii) any unauthorised use of the Services, or (iii) any other breach of security regarding the Services, if the law permits us to, we will by the end of the business day notify you of this using the email you provided to us. If we suspect that your email address has been compromised, we will suspend use of your Circle Pay Account in accordance with Section 6. We’ll stop any suspension of your Circle Pay Account as soon as we can after the reason for the suspension has ended. If you report an unauthorised transaction to us within eight (8) weeks of the unauthorised transaction, you will be liable up to a maximum of €50 (£35) for any losses incurred in respect of unauthorised transactions arising: (i) from the use of a lost or stolen mobile device or (ii) where you have failed to keep the personalised security features of your Circle Pay Account and/or your device safe, from the misappropriation of your Circle Pay Account. You will not be liable if the transfer occurred before you or we became aware of the loss or theft of your device or the misappropriation of your Circle Pay Account.
You will be liable for all losses incurred in respect of unauthorised transactions where you have acted fraudulently or have with intent or gross negligence failed to comply with the terms of this Agreement or where you have failed to notify us of any security breach in accordance with this section.
It is your responsibility to ensure that you specify the correct recipient for a transfer and provide us with the correct email address (or in the case of Bitcoin transfers, the recipient's Bitcoin address). If the information you provide is wrong we will not be responsible to you or the intended recipient for failure to transfer the intended funds or for any resulting loss of funds. If you become aware of any incorrect, failed, defective or unauthorised transactions made using your Circle Pay Account you must notify us immediately at email@example.com. We will take steps to investigate and trace the defective or unauthorised transaction (and notify you of the outcome) and, provided you notify us within 13 months of the date of the relevant transaction, you may be entitled to a refund of that transaction. We may refuse your refund request if you failed to keep your Security Details safe or if the transfer took place before you told us your Security Details had been compromised or your Circle Pay Account was being misused.
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.
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.
6. Account Suspension & Closure
Account Suspension / Closure by Circle
We may, in our sole and absolute discretion, without liability to you or any third party, suspend your account or your use of one or more of the Services if we reasonably believe that: (i) someone else may be trying to use your Circle Pay Account without your permission; (ii) the security of your account has been compromised; or (iii) we have to by law.
This Agreement will continue until you or we end it. We can end this Agreement (and close your Circle Pay Account) at any time, by telling you at least two months before doing so. We may also end this Agreement and close your Circle Pay Account more quickly if you violate the terms of this Agreement (including, but not limited to, Sections 15 and 16), you are using your Circle Pay Account fraudulently or illegally, if we have to do so by law, or pursuant to the terms set forth above in Section 1.
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 in Section 1), 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 account, you will need to email firstname.lastname@example.org for assistance.
If you use Circle to commit crime or otherwise use your account in breach of this Agreement, we can close your account. If your account is closed, we may require you to complete additional identity veriﬁcation and fraud prevention steps in order to access funds in that closed account.
Closing Your Account
You may terminate this Agreement at any time by closing your account and discontinuing use of the Services. Upon termination of this Agreement and your account, you remain liable for all transactions made while the account was open. You may not close your account to evade investigation. You should withdraw your money within a reasonable time of closing your account. You will have the right to withdraw funds for a period of 6 years from the date your account is closed. You will not be charged a fee by Circle for withdrawing funds and closing your account.
7. Third Parties
Circle is an independent contractor for all purposes and is not your agent or trustee. 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 authorised 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.
8. 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.
Except as disclosed in this Section 9 or Section 1 or as disclosed to you prior to confirming a transaction that would incur a fee, Circle does not charge any fees for deposits from cards, bank accounts, receiving payments, or sending payments using funds that have been pre-loaded into your Circle Pay Account or withdrawing funds. Circle reserves the right to assess a monthly service fee on any account holding crypto assets as of March 30, 2020. Circle also reserves the right to assess dormancy fees as explained above in Section 1 pursuant to Section 28 of this Agreement. The table below summarises this:
Add money to your Circle Pay Account
Receive money into your Circle Pay Account
Send money from your Circle Pay Account
Withdraw money from your Circle Pay Account
Converting money into another currency/sending or requesting money in another currency
|Mid-market rate, no Circle fees charged|
Monthly Service Fee
|As defined in the Fee Schedule|
|As defined in the Fee Schedule|
In the event that Circle will be charging any additional fees in connection with a transaction such fees will be clearly displayed to you prior to you ﬁnalising the transaction. You may be charged fees directly by your bank or card issuer for transactions made in connection with the Services.
Monthly Service Fee
Circle plans to begin charging a monthly service fee the equivalent of $10 USD for Circle Pay customers who hold crypto assets in their Circle Pay account as of March 30, 2020. We plan to withdraw the fee from the crypto asset balance in the account.
Circle also reserves the right to assess dormancy fees as explained above in Section 1 pursuant to Section 28 of this Agreement. Circle plans to deem the accounts of customers holding a fiat balance who do not timely withdraw all funds by September 23, 2019 to be dormant, and reserves the right to charge an annual dormancy fee in the amount of €30 or £30 (as applicable to the currency of the account) to those accounts pursuant to Section 28 of this Agreement.
As of March 30, 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.
10. Currency Conversion & Volatility
The value of currencies (especially Bitcoin) can rapidly increase or decrease at any time, so Circle cannot guarantee the value of any currency. You acknowledge that the price or value of any currency may ﬂuctuate and that the conversion rate that we use (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. The Conversion Rate for a given transaction will be displayed to you at the moment of initiating, but prior to ﬁnalizing, a transaction. 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. 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.
For fiat currency conversion rates, we use the mid-market exchange rate at the relevant time for the relevant currencies, with no fees.
Transactions & Changing Default Account Currency
When you convert from one currency to another (such as Euros to British Pounds, etc.) by completing a transaction or by changing the currency that denominates your account, such currency conversion is completed directly by Circle. Whenever you complete a transaction that involves a currency conversion, or if you elect to change the currency in which your account balance is held, you will always be shown the conversion rate for such transaction before you complete it. If you change the default currency in which your account balance is held and then subsequently decide to change the currency back to your original default currency, you may not end up with the same balance you started with due to ﬂuctuations and differences in the conversion rates.
You will always receive funds in the currency in which your account balance is denominated, regardless of the currency in which the sender has denominated the transaction. By choosing your default currency (whether at signup or by subsequently changing it) you elect to receive all payments in that currency and you consent to Circle converting all incoming funds to such currency on your behalf at the then applicable Conversion Rate for such currencies. We are not responsible for any losses that might be incurred as a result of the Conversion Rate that applies to a given transaction.
When you make a payment to another Circle user, you can denominate your payment in any currency - your default currency, the recipient’s default currency or any other currency you choose. As stated above under “Receiving Funds” if you initiate a payment in a currency that is different from the recipient’s default currency, we will complete a currency conversion on the recipient’s behalf into his or her default currency before delivering such funds to the recipient’s account.
If you make a payment to an individual that does not yet have a Circle Pay Account and you denominate such payment in a currency other than the currency that denominates your account (for example, denominating a payment in Euros when you hold your account in British Pounds), the currency conversion will occur upon conﬁrmation of your send transaction. If you subsequently cancel such pending transaction before the recipient signs up for Circle and picks up such funds, a second currency conversion will occur when the funds are refunded to you, which means you may receive less (or more) funds back upon canceling a pending transaction than was originally charged in connection with the initial send.
When the recipient’s default currency is different from your own, it is always best to denominate your payment in the recipient’s currency. In rare instances, transactions may be delayed due to fraud concerns or other reasons, and because the currency conversion does not occur until the funds are ready to be transferred into the recipient’s account, denominating a payment in the recipient’s currency is the best way to insure the recipient gets exactly the amount you want them to receive.
Section 11 applies only to account balances held in bitcoin, not fiat currency.
You can store Bitcoins using your Circle Pay account. In order to transfer Bitcoin to another Circle user you will need to provide us with their email address, phone number or select them from your Circle contacts. In order to transfer Bitcoin to a third party who accepts Bitcoin (who is not a Circle user) you must provide us with their Bitcoin address. Note that all transfers using Bitcoin are irreversible and you cannot cancel a Bitcoin transfer once you have conﬁrmed the transfer.
In the event that any Bitcoin held in your account are lost or stolen as a result of a direct breach of Circle’s digital or physical storage facilities, such Bitcoin reserves are fully insured, subject to the terms and conditions of Circle’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 5, such loss is not covered by Circle’s insurance. Your Bitcoin account is not covered by any government-backed deposit insurance scheme.
Circle did not create and does not administer or control the Bitcoin network. Circle is not responsible for any delays or errors that result from issues or problems with the Bitcoin network and Circle’s liability to you is extinguished once a Bitcoin transaction is broadcast to the Bitcoin network; provided however that if a Bitcoin transaction is broadcast to the Bitcoin network and those funds are subsequently returned to Bitcoin addresses which Circle controls, you will be refunded the amount of Bitcoin that was sent in such transaction.
12. Transaction Limits
Circle applies limits to the value, speed and frequency of transactions you can make using the Services. Circle reserves the right to change the value and velocity limits that apply to transactions and storage as we deem reasonably necessary. We may establish individual or aggregate transaction limits on the size or number of transactions 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 transaction 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 transactions if (i) so far as relevant, you don’t have enough money in your Circle Pay Account to make it; (ii) the transaction would put you over a transaction limit (section 12); (iii) we believe the transaction is suspicious, (iv) the transaction may involve fraud or misconduct, (v) it violates applicable laws, or (vi) it violates the terms of this Agreement. Where permitted by law, we will by the end of the business day notify you if we’ve stopped a transfer and, if possible, provide our reasons for doing so, and anything you can do to correct any errors leading to the stoppage.
14. Insufficient Funds
Negative balances are not permitted. 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.
If at any point your account has a negative balance (as a result of a deposit being charged back, rejected or reversed or otherwise), Circle may deduct the negative balance amounts from any funds you subsequently receive into your Circle Pay Account, whether this is as a result of you loading your own account or receiving funds from another user. If you hold any additional Circle accounts, we will be entitled to deduct the negative balance amounts from any funds held in that account (and then close such additional accounts). If Circle requests that you complete a deposit in order to resolve a negative balance issue and you fail to do so, you authorise Circle to initiate a deposit in the amount of such deﬁciency from your linked bank account or card. If you load or receive funds in a diﬀerent currency than the currency in which the negative account has been denominated (for example, having a negative British Pounds balance and receiving Euros into your account) then Circle will automatically convert such funds at the-then prevailing Conversion Rate in order to oﬀset such negative balance.
In the event that Circle is forced to engage a third party to assist with the recovery of any negative balance 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 rating may be negatively impacted.
15. 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 unauthorised 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.
16. Prohibited Payments
We do not provide Services or support transactions which involve:
- any Restricted Persons or persons or entities located in Restricted Territories (as each term is deﬁned in Section 15);
- 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;
- ﬁnancial crime, 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 or otherwise constitute counterfeit goods;
- 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);
- adult content; 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 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.
17. 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.
Circle will maintain a record of your transaction history, which you will be able to access 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.
19. 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, or your violation of any law or regulation.
For the purpose of this Section 19, 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 19 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.
20. 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) UNAUTHORISED 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 OR IMPLIED. 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 and cards 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. Some jurisdictions 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 jurisdiction to jurisdiction.
21. Force Majeure
Circle shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including but not limited to governmental action or acts of terrorism, earthquake, ﬁre, ﬂood, or other acts of God, labour conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.
We will from time to time need to change the terms of this User Agreement. We can anticipate some of the reasons why it’d be fair for us to do this, and have listed them below, but may in the future also want to make changes for other reasons.
We can make a change to this agreement for any of the following reasons, with any change being a reasonable and proportionate response to a change that is affecting us or that we reasonably think will affect us, including but not limited to:
- because of a change in legal or regulatory requirements, for example we may have to change our requirements for keeping your Circle Pay Account safe to meet new, higher standards set by law;
- if the change beneﬁts you, for example when introducing new products or services or improving existing ones;
- to reﬂect a change in our costs of running your Circle Pay Account or providing you with related services, for example by introducing new account or transaction fees;
- in response to possible risks to the security of your Circle Pay Account, for example by changing the security steps you need to follow you access your Account or make transfers; or
- to respond to any other change that affects us, if it’s fair to pass on the effects of the change to you, for example to reﬂect developments in digital payments.
We may make changes for any other reason we cannot foresee, for example to respond to changes among our competitors that affect how we wish to deliver our services to you. We may amend any portion of this Agreement at any time. We will give 2 months advance notice by email or notiﬁcation with the Circle mobile application and will provide you with the revised version of this Agreement with the date the changes will become effective. 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. If you do not terminate your use of the Services and close your account and continue to use the Services you will be deemed to have accepted the changes. 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.
Changes to exchange rates shall come into effect immediately without notice and you shall not have the right to object to such a change where they arise from changes to the mid-market rate which we apply or changes which are more favourable to you.
You may not transfer or assign this Agreement or any rights or obligations you have under this Agreement without our prior written consent or otherwise and any such attempted assignment shall be void. We reserve the right to freely assign or transfer 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 email to email@example.com and asking us to close your account.
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.
25. 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.
26. 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.
27. 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 authorised 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.
28. 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 jurisdiction as unclaimed property. Circle reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
29. Legal Compliance
The Services are subject to Export Control Organisation Regulations, 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 Iran, North Korea, Sudan, Syria, Crimea, or any other country or region to which the United Kingdom embargoes goods or imposes similar sanctions (“Restricted Territories”), or (ii) you intend to supply Bitcoin or otherwise transact with any Restricted Territories.
If you have any complaints about the Service you can follow our Complaints Procedure here.
31. Governing Law; Jurisdiction
The terms of this User Agreement are governed by the laws of England and Wales. This means that this Agreement and any dispute or claim arising out of or in connection with it will be governed by the laws of England and Wales. You agree with us that, as you are a consumer, the courts in the permitted region where you are resident will have non-exclusive jurisdiction.
32. 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.
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.
33. Country Specific Provisions & Disclosures (Last Updated: 1 November 2017)
This section contains country-speciﬁc provisions and disclosures that apply only to those customers located in the speciﬁc country that is referenced below. Note that this Section 33 may be updated with additional country-speciﬁc provisions and disclosures as may be required in connection with Circle offering its product and services in such country. The date of such updates will be reﬂected in the heading for this Section 34, but may or may not be reﬂected in the date at the beginning of this User Agreement.
Italy - Click here to see Italian Fact Sheet.
34. Questions and Contact Information
If you have any questions, please email us at firstname.lastname@example.org. Although we make no representations or provide no warranties about the speed of response, we will get back to you as soon as possible.