Legal & Privacy

To the extent that you (“you,” “your,” or “User”) have a Circle Account, these USDC Terms (“Terms”) augment the Circle Account User Agreement in respect of, and governs your use of, the Circle Account (as defined in the Circle Account User Agreement) for any transactions involving USDC Services (as defined in Section 1 below).  Users with a Circle Account are referred to herein as “User Type A.” To the extent you do not have a Circle Account but hold USDC, these Terms still apply to your holding and use of USDC (such Users are referred to herein as “User Type B”).  For the avoidance of doubt, Users Type B are not customers of Circle, as Users Type B do not have a Circle Account.

 

By obtaining and using USDC, you understand and expressly agree to these Terms, regardless of whether or not you are a customer of Circle, and you acknowledge that you have reviewed and understand each of the disclosures made in this section. Any provisions of these Terms that only apply to User Type A or User Type B will be specifically noted herein.  Unless so noted, each Section of these Terms apply to both User Type A and User Type B, and any use of “you” or “your” refers to both User Type A and User Type B.

 

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

 

Section 26 of these Terms governs how these Terms may be changed over time; the date of the last update is set forth at the top of these Terms.

1. About USDC

USDC is a digital token issued by Circle Internet Financial, LLC (“Circle”) that operates on each of the blockchains listed here (collectively, as of any date of determination, the “USDC Supported Blockchains”, and each such digital token, “USDC” or “USD Coin”).  USDC is regulated as a form of stored value or prepaid access under the laws governing money transmission (or the statutory equivalent) in the various U.S. states and territories.  For the avoidance of doubt, these Terms only apply to USDC issued by Circle.

 

USDC is fully backed by an equivalent amount of U.S. Dollar-denominated assets held by Circle with U.S. regulated financial institutions in segregated accounts apart from Circle’s corporate funds, on behalf of, and for the benefit of, Users (the “Segregated Accounts”).  This means that for every USDC issued by Circle and remaining in circulation, Circle will hold on behalf of Users either one U.S. Dollar (“USD”) or an equivalent amount of USD-denominated assets in its Segregated Accounts (the “USDC Reserves”).  USDC is not designed to intrinsically create returns for holders, increase in value, or otherwise accrue financial benefit to the USDC holder.  

Circle is a founding member of the Centre Consortium (“Centre”), a member-based consortium of institutions that provides an open source asset-backed stablecoin framework. USDC is produced in accordance with the Centre framework.  As a member of Centre, Circle is subject to certain rules promulgated by Centre, some of which directly impact our obligations to you. 

 

2. Scope of USDC and Key Terms

The following only applies to User Type A: As you have agreed to, and are subject to, the Circle Account User Agreement, Circle makes available the following USDC-related Services (as defined in the Circle Account User Agreement: (i) issue USDC for USD from Circle, (ii) redeem USDC for USD from Circle, and (iii) send and receive USDC to and/or from Circle Accounts (collectively, the “USDC Services”).  Your use of the USDC Services is subject to these Terms.  Any of the USDC Services can be discontinued at any time in accordance with Section 17 of these USDC Terms.

 

You understand and agree that you may only tokenize USD to USDC and redeem USDC for USD in your Circle Account directly with Circle to the extent that you have a Circle Account in good standing.

 

If you choose to use Circle’s “USDC Express” service as part of the USDC Services, incoming financial institution fiat wires can be automatically settled as USDC in your Circle Account, and USDC sent from your Circle Account to another Circle-hosted deposit address can automatically initiate a fiat wire to the recipient’s financial institution fiat account.

 

The following only applies to User Type B: You may not redeem USDC with Circle unless and until you open a Circle Account. Eligibility for and requirements related to opening a Circle Account are set forth in the Circle Account User Agreement.

 

The following applies to both User Type A and User Type B: Your use of USDC and USDC Services (as applicable), is subject to these Terms and Circle’s obligations hereunder are conditional on you complying with its provisions. You understand that any violation of these Terms may result in potential consequences, including the possible loss or forfeiture of USD tokenized for USDC. For a description of the process for tokenizing USD to USDC and redeeming USDC for USD, please see here. 

 

You understand and agree that sending USDC to another address automatically transfers and assigns to the owner of that address (a “Holder”), and any subsequent Holder, the right to redeem USDC for USD funds so long as the Holder is eligible to, and does, register a Circle Account.  For the avoidance of doubt, if a Holder is not eligible to register a Circle Account, or fails to do so, such Holder is not entitled to redeem USDC with Circle.  

 

Each USDC is intended to maintain a value of 1 USD.  In order to issue 1 USDC, a corresponding 1 USD (or an equivalent amount of USD-denominated assets) is held in the USDC Reserves.  Circle commits to redeem 1 USDC for 1 USD, subject to these Terms, applicable law, and any fees where applicable.  While Circle may hold the USDC Reserves in interest-bearing accounts or other yield-generating instruments, you acknowledge that you are not entitled to any interest or other returns earned on such funds.  USDC does not itself generate any interest or return for holders of USDC and only represents your right to redeem USDC for an equivalent amount of USD through your account with Circle. 

 

3. Applicable Laws and Regulations

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

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

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

 

4. Eligibility; Limitations

The following applies to both User Type A and User Type B: Circle Accounts, USDC Services and support for USDC are currently only available to individuals and institutions (as applicable) located in supported jurisdictions. For a complete list of currently supported jurisdictions, please see here.

 

By holding or using USDC, or accessing or using the USDC Services, you further represent and warrant that:

1. you are at least 18 years old, are not a Restricted Person, and are not holding USDC on behalf of a Restricted Person.  
2. you will not be using USDC or the USDC Services (as applicable) for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed under Sections 20 and 21. 

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

 

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

 

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

 

The following only applies to User Type A: Use of certain USDC Services in a Circle Account may have further eligibility requirements that will need to be verified prior to you using such USDC Services, or from time to time in order to continue your use of the USDC Services, and may be subject to additional terms and conditions.

 

5. Support

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

 

6. AML and CTF Compliance

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

 

7. USA PATRIOT Act Notification

This Section 7 applies only to User Type A and if your country of residence is the United States:

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

 

8. USDC Support Only; Copies, Forks & Advanced Protocols Not Supported

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

 

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

 

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

 

9. USDC Supported Blockchains and Smart Contract Modifications

USDC operates on USDC Supported Blockchains.  Circle does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any USDC Supported Blockchain. Any such attacks or delays on any USDC Supported Blockchain might materially delay or prevent you from sending or receiving USDC, and Circle shall bear no responsibility for any losses that result from such issues.

 

Note that in certain circumstances, including, but not limited to, a copy or fork of a USDC Supported Blockchain or the identification of a security issue with a USDC Supported Blockchain, Circle may be forced to suspend all activities relating to USDC (including tokenizing USD for USDC, redeeming USDC for USD, or sending and receiving USDC) for an extended period of time until such Downtime is over and USDC Services can be restored. This Downtime will likely occur immediately upon a copy or fork of any USDC Supported Blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving USDC.  

 

Circle reserves the right to migrate USDC to another blockchain or protocol in the future in its reasonable discretion. Upon Circle’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your USDC to another blockchain or protocol identified by Circle. If you fail to effectuate such migration, the USDC may not be compatible with your Circle Account going forward. Circle will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your USDC to another blockchain or protocol identified by Circle.

 

10. Privacy

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

 

11. Communications

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

 

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

 

12. Limited License; IP Rights

The following only applies to User Type A: We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of these Terms, to access and use the USDC Services solely for approved purposes as determined by Circle. Any other use of the USDC Services is expressly prohibited. Circle and its licensors reserve all rights in the USDC Services and you agree that these Terms does not grant you any rights in or licenses to the USDC 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 USDC Services, in whole or in part. If you violate any portion of these Terms, your permission to access and use the USDC Services may be terminated pursuant to these Terms. 

 

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

 

13. Risk Factors & Disclosures

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

No guarantee of price stability on Third Party Platforms

Subject to the limitations set forth in these Terms, (i) when Circle tokenizes USD for USDC it will always do so at a rate of one USD ($1) per one (1) USDC; and (ii) when Circle redeems USDC for USD, it will always redeem such USDC at a rate of one USD ($1) per one (1) USDC, less fees where applicable.

 

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

 

Third-party platforms

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

 

You accept all consequences of sending USDC

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

 

Blocked Addresses & Forfeited Funds

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

 

Blacklisting by the Centre Consortium

USDC is issued and redeemed in accordance with Centre policies including the Centre Blacklisting Policy. Centre reserves the right to block the transfer of USDC to and from an address on chain as permitted under the Centre Blacklisting Policy.

 

Software protocols and operational challenges

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

 

Compliance

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

 

Legal treatment of USDC transfers

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

 

Legislative and regulatory changes

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

 

No deposit insurance

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

 

Claim on funds

Only Users Type A can redeem USDC directly with Circle.  For Users Type A, your ability to redeem 1 USD with us for each USDC is conditional on (i) your possession of a corresponding amount of USDC associated with a registered Circle Account, (ii) no violation of these Terms or your Circle Account User Agreement, and (iii) no action, pending or otherwise, by a regulator, law enforcement or a court of competent jurisdiction that would restrict redemption.

Sending USDC to another address automatically transfers and assigns to that Holder, and any subsequent Holder, the right to redeem USDC for USD with us so long as the Holder is eligible to, and does, register a Circle Account (and thereby becomes a User Type A).

 

Encumbrances

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

 

On-chain transactions irreversible

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

 

Affiliate Activities

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

 

14. Third Parties

You understand and agree that Circle does not control any products or services sold or offered by third parties using the USDC Services.  

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

 

15. Fees; Authorization

The following only applies to User Type A: Except as disclosed on the USDC Fee Schedule or as otherwise disclosed to you prior to completing a transaction in your Circle Account, Circle will not charge you any fees for tokenizing USD for USDC, or receiving USDC.  As disclosed on the USDC Fee Schedule, Circle does charge fees in connection with sending USDC on chain out of the Circle Account. You should always check the USDC Fee Schedule before completing a transaction in your Circle Account to make sure you understand exactly what fees might be incurred.  You also agree to pay any other fees that may be charged by your bank in connection with sending funds to Circle or receiving funds from Circle.

 

16. Currency Conversion

The following only applies to User Type A: All tokenizations of USD will be credited in USDC to your Circle Account based on a rate of one (1) USDC per 1 USD ($1).  If you wire funds to Circle to complete a tokenization of USD into USDC, you should denominate your wire transfer in USD.  If you transmit your wire in a currency other than USD, Circle’s banking partners will convert such funds to USD at such bank’s then applicable conversion rate and may charge additional fees for completing such currency conversion.  Your Circle Account will then be credited with an amount of USDC equal to the amount of USD that results following such currency conversion and deduction of any fees charged for such currency conversion. Circle is not responsible for any processing delays that may result in connection with completing such currency conversion.  Additionally, Circle’s banking partners may not support all non-USD currencies, and may be forced to reject or return a wire received in a non-supported currency. Note that your Circle Account only supports USDC amounts out to two decimal places, so all USDC amounts will be rounded down to two decimal places.

 

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

The following only applies to User Type A: We reserve the right to (i) change, suspend, or discontinue any aspect of the USDC Services at any time, including hours of operation or availability of any feature, without notice and without liability and (ii) decline to process any issuance  or redemption without prior notice and may limit or suspend your use of one or more USDC Services at any time, in our sole discretion. Our rights under this paragraph are subject to our obligations under applicable law and licenses, including but not limited to our reasonable suspicion of inappropriate or illegal conduct. Suspension of your use of any of the USDC Services will not affect your rights and obligations pursuant to these Terms. We may, in our sole discretion, delay issuances or redemptions if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of these Terms.

 

18. Transactions Irreversible

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

 

19. Insufficient Funds

The following only applies to User Type A: If a payment made to tokenize USD for USDC is reversed by your bank or Circle’s banking partners after a tokenization of USD for USDC is completed, then Circle reserves the right to (i) retroactively cancel such tokenization of USD for USDC and deduct such USDC from your Circle Account, (ii) deduct such amounts from future USDC issuances to your Circle Account or otherwise received into your Circle Account, (iii) suspend your Circle Account and access to the USDC Services until resolved, (iv) if you maintain more than one Circle Account, set off the negative amount of USDC in one Circle Account by applying the amount of USDC you hold in your other Circle Account(s) against the negative amount, and (v) pursue legal action or any other means of recovery legally available.  To secure your performance of these Terms, you grant to Circle the right to (a) block transactions involving USDC from your account, including any non-USDC account, and (b) set off any fees or other amounts owed by you against funds Circle holds on your behalf.

In the event that Circle is forced to engage a third party to assist with the recovery of any funds owed by you to Circle, 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, legal fees or convenience fees charged by third parties.  You hereby explicitly agree that all communication in relation to a funds owed by you to Circle or 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.

 

20. Restricted Activities

In connection with your holding or use of USDC, or the USDC Services (as applicable), you hereby agree that you will not:

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

 

21. Prohibited Transactions

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

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

 

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

22. Taxes

The following only applies to User Type A: Circle will maintain a record of your transaction history pursuant to the terms of the Circle Account User Agreement.   This transaction history will include all transactions you complete with Circle including tokenizing USD for USDC, redeeming USDC for USD, and transferring USDC.

 

23. Indemnification; Release

The following only applies to User Type A: Section 22 of the Circle Account User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of USDC Services and our products and services as contemplated herein.

The following only applies to User Type B: 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 these Terms, your violation of any law or regulation or your holding or use of USDC.

 

For the purpose of this Section 23, 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 23 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 all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

 

24. Limitation of Liability; No Warranty

The following only applies to User Type A: Section 23 of the Circle Account User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of USDC Services and our products and services as contemplated herein.

The following only applies to User Type B: 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 HOLD OR USE USDC; (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 INVOLVING USDC; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER INVOLVING USDC.

 

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 USDC, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE HOLDING AND USE OF USDC.

 

USDC IS 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 USDC WILL MEET YOUR REQUIREMENTS, (II) THE USDC 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.

 

25. 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.

 

26. Amendments

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

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

 

27. Assignment and Third-Party Holders

You may not transfer or assign these Terms or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void, subject to the following exception. Sending USDC to an address will automatically transfer and assign to that Holder, and any subsequent Holder, the right to redeem USDC for USD so long as the Holder is eligible to, and does, register a Circle Account.

 

Each Holder is subject to all terms of these Terms as if a User including, but not limited to, the requirements to not transact with Blocked Addresses and not engage in Restricted Activities or Prohibited Transactions.

 

We reserve the right to freely assign these Terms and the rights and obligations of these Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop holding and using USDC; further if you are a User Type A, you may also stop using our USDC Services, and terminate these Terms by contacting Support at usdcsupport@circle.com and asking us to close your Circle Account.

 

28. Survival

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

 

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. Legal Compliance

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

 

31. Governing Law; Venue

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

 

32. Entire Agreement

The following applies to both User Type A and User Type B: The failure of Circle to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 26. Furthermore, if any portion of these Terms, whether in whole, or in part, shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid against certain persons or categories of persons that are purportedly bound by these Terms, such portion of these Terms shall otherwise remain in full force and effect and remain enforceable as to any other persons bound by these terms.  The headings and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. These Terms and Circle’s policies governing the holding or use of USDC, the use of the USDC 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 holding or use of USDC, and the use of the USDC Services. These Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and Circle and other Circle affiliates which each shall be a third-party beneficiary of these Terms, and no other person shall assert any rights as a third-party beneficiary hereunder.     

 

The following only applies to User Type A: Notwithstanding anything to the contrary set forth in these Terms or otherwise, in the event of a conflict between any term set forth herein and any term set forth in the Circle Account User Agreement (i) in connection with any USDC transaction, the terms of these Terms shall control, and (ii) in respect of any other Digital Currency transaction, the terms of the Circle Account User Agreement shall control.