This Circle Digital Asset Account User Agreement (this “Agreement”) is a contract between you (“you”, “your”, or a “User”) and Circle Internet Financial, LLC (“Circle,” “we,” or “us”) that applies to your use of a digital asset account (“Digital Asset Account”). Circle and its affiliates may offer certain services as described herein (the “Services”) on the Digital Asset Account platform through a distributor integration (the “Platform”). The USDC Terms, EURC Terms, and Wrapped Digital Assets Terms, which are described more fully below, apply to your USDC (“USDC”), EURC (“EURC”), Wrapped Digital Assets (defined below) and your Digital Asset Account. From and after the date set forth above, this Agreement shall govern your use of your Digital Asset Account.

For the avoidance of doubt, your access to the Services is contingent on your maintenance of an active Digital Asset Account and your continued eligibility through the applicable distributor program pursuant to which your Digital Asset Account was made available.

By registering for a Digital Asset Account or using any of the Services, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as the Circle Privacy Policy, Cookie Policy, E-Sign Consent Policy, and FedNow Disclosures and you acknowledge and agree that you will be bound by these agreements and policies.

Note that this Agreement uses the term “Digital Currency” to refer to USDC, EURC, cirBTC or any other Wrapped Digital Assets, digital currencies, cryptocurrencies, virtual currencies, or digital assets. A list of Digital Currencies that our Services support (each, a “Supported Digital Currencies”) is available here. For the avoidance of doubt, where used herein, the term “funds” includes Digital Currency.

Not all Supported Digital Currencies are available for use in, or are compatible with all of our Services.

You must carefully consider the terms related to Supported Digital Currencies herein (including, without limitation, Sections 3 and 12) before attempting to deposit, hold, transact in, or send a Digital Currency using the Platform.

PLEASE BE AWARE THAT SECTION 25 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND CIRCLE. AMONG OTHER THINGS, SECTION 25 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 25 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 25 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS: (a) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (b) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

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

1. Eligibility; Limitations; Registration Process; Identity Verification

Eligibility; Limitations

Digital Asset Accounts and the Services are currently available only to eligible Users invited or otherwise enabled by a participating distributor (“Distributor”), and only in those jurisdictions where the applicable Distributor is enabled by Circle to offer Digital Asset Accounts (the “Supported Jurisdictions”). The Supported Jurisdictions can depend on, and may vary by, the applicable Distributor and/or additional considerations, and may change from time to time.

Use of certain Services may have further eligibility requirements that will need to be verified prior to you using such Services or from time to time in order to continue your use of the Services and may be subject to additional terms and conditions.

By accessing or using your Digital Asset Account or the Services, you further represent and warrant that:

1. you are at least 18 years old and are not a Restricted Person, nor are you a resident of a Restricted Territory (each as defined in Section 33 below).
2. you will not be using your Digital Asset Account or the Services 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 Section 20.

If you are opening a Digital Asset Account on behalf of an entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) you are duly authorized by such legal entity to act on its behalf; and (iii) such organization (and any affiliate entity) must not have been previously suspended or removed from the Services or any other service or product offered by Circle or its affiliate entities.

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

Notwithstanding the foregoing, Circle may determine not to make the 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, the Distributor or any third party, refuse to let you register for a Digital Asset Account in Circle’s sole discretion.

Registration Process; Identity Verification

When registering your Digital Asset Account through the applicable Distributor, you must provide current, complete, and accurate information for all required elements on the registration page, including your full legal name and the legal name of your organization if you are registering on behalf of an entity. You also agree to provide to the applicable Distributor when registering for a Digital Asset Account and on an ongoing basis, any additional information we or the Distributor request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime. Circle may require that you provide such additional information, records, or verification materials to the applicable Distributor, and you authorize the applicable Distributor to collect, receive, and share that information with Circle for identity verification, compliance, fraud prevention, risk management, and other lawful purposes related to the Services.  You permit us to keep a record of such information and authorize us to make the inquiries, whether directly or through third parties, that we consider necessary or desirable to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you understand, acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

In certain circumstances, we may require you to submit additional information about yourself or your business, provide records, and complete other verification steps (such process, "Enhanced Due Diligence"). You may be required to submit such information, records, or materials to the applicable Distributor for provision to Circle.

You represent and warrant that all information provided to the Distributor and pursuant to this Agreement is true, accurate and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible.

From time to time, we or the applicable Distributor may be required to request further information or review or update existing information regarding your Digital Asset Account or your transactions to comply with applicable laws and regulation, and in some cases, payment network or ACH rules. Failure to provide such information, if requested by the Distributor, in a timely fashion may result in the suspension of your ability to use the Services (until you provide such information) or the closure of your Digital Asset Account.  

We reserve the right to maintain your account registration information after you terminate your Digital Asset Account for business and regulatory compliance purposes, subject to applicable laws and regulation.

2. Digital Asset Accounts

Circle may make available Digital Asset Accounts to eligible customers through participating Distributors.  A Digital Asset Account is a Circle-managed account that may permit you to access some or all of the Services via an API subject to Circle’s controls and the capabilities made available through the applicable Distributor. Digital Asset Accounts may be made available to you through a Distributor interface, API-enabled workflow, or other Circle-approved method.

When you set up a Digital Asset Account, you will be subject to access controls, permissions, and other product capabilities made available to you by the applicable Distributor.

Circle may place limits, holds, review requirements, and feature restrictions on Digital Asset Accounts based on applicable law, risk, the functionality enabled for the applicable Distributor program, and the type of Digital Asset Account you hold.

If you set up a Digital Asset Account as an institution, you will be required to designate an administrator for your account. Circle may, in its discretion, grant access to your Digital Asset Account and some or all of the Services to other persons at your firm (e.g. your employees) (such persons, “Additional Users”). Such access is subject to Circle’s review and approval, and such Additional Users’ agreement to all of the terms hereof. To the extent that you choose to have Additional Users have access to the Digital Asset Account, you will have to designate those Additional Users and manage their access to your account. By requesting such access, you and all Additional Users automatically agree to this Agreement. 

If Circle determines that you or any of your Additional Users have violated this Agreement, including, but not limited to, transacting with Blocked Addresses (as defined in Section 19) or engaging in Restricted Activities or Prohibited Transactions then Circle may be forced to terminate your Digital Asset Account.

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3. Services

Depending on the applicable Distributor program and your jurisdiction, Circle may offer you some or all of the following Services in connection with your Digital Asset Account. 

3.1 USDC-related Services

Circle may provide USDC-related services, which are described more fully in Section 12 and in the USDC Terms. The USDC Terms are incorporated herein by reference.

3.2 EURC-related Services

Circle may provide EURC-related services, which are described more fully in Section 12 and in the EURC Terms. The EURC Terms are incorporated herein by reference.

3.3 Wrapping Services

Circle (or its affiliates) may provide wrapping services for certain native Digital Currencies (“Underlying Digital Assets”) by (a) minting and issuing a corresponding wrapped digital asset (“Wrapped Digital Asset”) upon receipt (or debiting of your Digital Asset Account) of the applicable Underlying Digital Asset, and (b) burning the Wrapped Digital Asset upon redemption in exchange for delivery (or crediting of your Digital Asset Account) of the corresponding Underlying Digital Asset (collectively, “Wrapping Services”). Wrapping Services are described more fully in the Wrapped Digital Assets Terms. The Wrapped Digital Assets Terms are incorporated herein by reference.

You acknowledge that Underlying Digital Assets are fungible. Upon redemption of a Wrapped Digital Asset, Circle will deliver to you an equivalent amount of the corresponding Underlying Digital Asset, but you may not receive the identical digital units that you initially deposited in your Digital Asset Account or that were originally associated with your Underlying Digital Asset.

3.4 Digital Asset Wallet

Circle provides access to Digital Currency wallet(s) (“Digital Asset Wallet”). Your Digital Asset Wallet allows you to mint, redeem, deposit, transfer, and manage your balances of Supported Digital Currencies that are held by Circle for your benefit. Circle holds the Supported Digital Currencies in your Digital Asset Wallet in an omnibus structure and attributes the applicable amounts of such Supported Digital Currencies to your Digital Asset Account on Circle’s books and records. 

You own the Supported Digital Currencies held in your Digital Asset Wallet. For so long as you custody your Digital Currencies in your Digital Asset Wallet, Circle maintains control over the wallets, private keys, blockchain addresses, and other infrastructure used to hold or process such Supported Digital Currencies. While you may generally withdraw or transfer Supported Digital Currency attributed to your Digital Asset Account using the functionality Circle makes available through the applicable Distributor, your ability to do so is subject to outages and downtime of the Circle website, the applicable Distributor interface, and Circle’s policies.

When using the Platform, you will have access, directly or through the applicable Distributor interface, to information regarding your balances, type and amount of Supported Digital Currencies attributed to your Digital Asset Account, individual transactions, and fees, as applicable. 

​​Circle may hold Supported Digital Currencies credited to your Digital Asset Wallet with affiliated subcustodians, including First National Digital Currency Bank, N.A. In such cases, Circle will treat credited Supported Digital Currencies as “financial assets” under Article 8 of the Uniform Commercial Code, 6 Del. C. § 1-101 et seq. (“UCC”), Circle and its subcustodians as “securities intermediaries,” your Digital Asset Wallet as a “securities account,” and you as an “entitlement holder.” 

Supported Digital Assets in your Digital Asset Wallet are custodial assets. Under Article 8 and other applicable law, the Supported Digital Assets in your Digital Asset Wallet are not general assets of Circle or any subcustodian and are not available to satisfy claims of creditors of Circle or any subcustodian or any Affiliates of Circle or any subcustodian. Circle will comply (and will require any subcustodian to comply) at all times with the duties of a securities intermediary under Article 8, including but not limited to those set forth at UCC sections 8-504(a), 8-505(a), 8-506(a), 8-507, and 8-508.

Circle’s use of UCC Article 8 is intended to segregate and protect your assets from the claims of Circle’s creditors. Circle will only use subcustodians that hold Supported Digital Currencies in a safekeeping capacity and not a debtor-creditor capacity, and that separately account for and segregate Supported Digital Currencies from their corporate assets. Circle shall not permit any subscustodian to grant any person or entity a lien, security interest, encumbrance, mortgage, pledge, or adverse claim or interest of any kind in the digital assets in your Digital Asset Wallet. Circle will exercise due care to select and retain subcustodians, and monitor them for material risks on a continuing basis. Circle will promptly notify you of any material change in such risks. Circle will be liable to you for subcustodian activities with respect to Supported Digital Currencies held at a subcustodian to the extent it would have been liable under this Agreement if Circle had performed such activities itself.

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3.5 Digital Currency Transfers

When you or a third party sends Digital Currency to a Digital Asset Wallet from an external wallet not hosted on Circle (“Inbound Transfers”), the person initiating the transfer is solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network or miners’ fees in order for the transaction to be successful. Failure to pay such fees may cause an Inbound Transfer to remain in a pending state outside of Circle’s control and we are not responsible for delays or losses incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions. By initiating an Inbound Transfer, you attest that you are transacting in a Supported Digital Currency which conforms to the particular Digital Asset Wallet into which funds are directed. For example, if you select an Ethereum wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Ethereum alone, and not any other Digital Currency. Circle incurs no obligation whatsoever with regard to unsupported Digital Currency sent to an incompatible Digital Asset Wallet. Erroneously transmitted funds will be lost.

You agree, represent, and warrant that all Inbound Transfers are not the direct or indirect proceeds of any criminal or fraudulent activity. We reserve the right to investigate the source of any funds in your account and determine, in our sole discretion, how to handle their disposition. Following our review of any funds in question and the circumstances by which you received them, we may determine that you are not the owner of such funds. If such a determination is made, we reserve the right to dispose of these funds in accordance with applicable laws and regulations and in our sole discretion, which may include, but is not limited to, returning them to the destination of their origin.

When you send Digital Currency from your Digital Asset Wallet to an external wallet (“Outbound Transfers” and together with Inbound Transfers, “Digital Currency Transfers”), such transfers are executed at your instruction by Circle. You should verify all transaction information prior to submitting instructions to us. Circle shall bear no liability or responsibility in the event you enter an incorrect blockchain destination address. We do not guarantee the identity or value received by a recipient of an Outbound Transfer.

Digital Currency Transfers cannot be reversed once they have been broadcast to the relevant blockchain, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. Circle does not control any blockchain or Digital Currency network and makes no guarantees that a Digital Currency Transfer will be confirmed by a Digital Currency network. Circle may refuse to process or cancel any pending Outbound Transfers as required by law or any court or other authority to which Circle is subject in any jurisdiction. Additionally, Circle may require you to wait some amount of time after completion of a Digital Currency Transfer before permitting you to use further Services and/or before permitting you to engage in transactions beyond certain volume limits.

3.6 Deposits, Withdrawals, and Linked Accounts

To mint or redeem USDC or EURC (each, a “Redeemable Token”), you must link and verify one or more bank accounts held in your name (each, a "Linked Account") to your Digital Asset Account. The name on each Linked Account, and on any transfer you send from your Linked Account to fund a mint transaction, must match the name verified on your Digital Asset Account. You agree to notify the Distributor of any change to your Linked Account information.

To fund a mint transaction, you may send funds in a supported currency from a Linked Account held in your name to the deposit instructions provided by the Distributor using the rails the Distributor makes available for your jurisdiction (which may include Automated Clearing House (“ACH”) transfer, wire transfer, FedNow Service, SEPA, SEPA Instant, or other local payment rails). Upon settlement of such funds, the applicable Circle issuer will issue the Redeemable Token in accordance with the USDC Terms or EURC Terms, as applicable. We may also permit you to redeem your Redeemable Token balance into a supported currency in accordance with the USDC Terms or EURC Terms to be deposited into your Linked Account, less any applicable fees. When you request a redemption, you authorize us to remove and burn the applicable Redeemable Token from your Digital Asset Account. Redemptions may not be cancelled once initiated. All redemptions are final and non-reversible once made. 

Circle may use one or more third-party payment processors, PSPs or bank partners (each a “Payment Partner”) to process any payments in connection with a mint or redemption transaction. By submitting a redemption request, you authorize Circle and its Payment Partner(s) to initiate transfers, and any related entries, necessary to pay your redemption proceeds to your Linked Account. You may revoke this authorization as to future transfers at any time by removing the Linked Account or contacting the applicable Distributor, except that you may not revoke an instruction you have already given. You acknowledge that there may be a significant delay (i) between the time you initiate a transfer and when the corresponding Redeemable Token (less any fees) is credited to your Digital Asset Account, and (ii) between the time you initiate a redemption request and when the corresponding currency is deposited into your Linked Account, including delays due to third-party financial institutions or the Payment Partner(s). Circle is not responsible for any delay in, or failure of, a deposit or payout caused by your bank, a Payment Partner, or the applicable payment network.

3.7 Treasury Services

Circle (or its affiliates) may offer treasury services (“Treasury Services”) under which qualifying Users can apply for certain yield services or products. If you are eligible to participate in the Treasury Services, such products may be offered to you pursuant to the terms of a separate agreement unless otherwise specified. For the avoidance of doubt, such terms will not be set forth in this Agreement. 

3.8 Payment Processing Services

Circle may offer various payment processing services to Users. These services may include credit and debit card processing services to Users. Additional terms and conditions apply to such services.

3.9 Other Service-Specific Terms

Additional terms and conditions apply to certain service features and functionalities (“Service-Specific Terms”). For example, if you use Circle’s Managed Payments End User Services, the Managed Payments End User Agreement will apply to your use of those services.

4. Custody

Circle holds all Supported Digital Currency in your Digital Asset Wallet for your benefit in an omnibus structure controlled by Circle and attributes the applicable amounts of such Supported Digital Currency to your Digital Asset Account on Circle’s books and records. 

We maintain a money transmission license (or the statutory equivalent) in various U.S. states and territories, as well as a virtual currency license in the State of New York, and are therefore subject to the requirements of such statutes. We are not a trust company, nor do we maintain a trust company charter in any U.S. state or territory. Accordingly, any regulated services we provide to Users located in the United States are characterized as money transmission and/or virtual currency business activity, and not as trust services. Additionally, for the avoidance of doubt, Circle is not a fiduciary, and Circle does not provide any trust or fiduciary services to any User in the course of such User visiting, accessing, or using the Circle website or services.

Any reference to custody services in this Agreement or elsewhere on this site refers only to our custody of digital assets on a User’s behalf pursuant to the authority granted under our money transmission and/or virtual currency licenses. Circle is not a Qualified Custodian pursuant to 17 C.F.R. § 275.206(4)-2.

Additional terms for Users located in Nevada: Circle holds your digital assets pursuant to its authority as a licensed money transmitter in the State of Nevada. Circle is not a “digital custodian” as such term is defined by the Nevada Financial Institutions Division.

5. Asset Ownership

The title to all of your Supported Digital Currency will remain with you at all times. As the beneficial owner of Supported Digital Currency in your Digital Asset Wallet, you shall solely bear the risk of loss of such Supported Digital Currency. Circle has no liability for any Digital Currency fluctuations in value. Except as may be otherwise agreed in writing between you and Circle, none of the Supported Digital Currencies in your Digital Asset Wallet are the property of, or shall or may be loaned to, Circle. Except as required by a facially valid court order, or except as provided for herein, Circle will not sell, transfer, loan, or otherwise alienate Supported Digital Currency in your Digital Asset Wallet unless specifically instructed by you in accordance with the terms of this Agreement.

Notwithstanding the above, in the event of a Circle bankruptcy we make no representations or warranties as to whether all Supported Digital Currencies held in your Digital Asset Wallet will be successfully returned to you.

6. No Investment Advice

Circle does not provide investment, tax, or legal advice, nor does Circle broker trades on your behalf. You should consult your legal or tax professional regarding your specific situation. Circle may provide educational information about Supported Digital Currency, as well as other Digital Currency not supported by Circle. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided on this website or any third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website's content as such.

7. Privacy

We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. Your use of your Digital Asset Account and the Services is subject to the Circle Privacy Policy, Cookie Policy, and any privacy notices or disclosures provided by Circle or the applicable Distributor in connection with your Digital Asset Account or the Services.

Circle may collect, use, disclose, and otherwise process information that you provide to Circle, information the applicable Distributor provides to Circle, information collected automatically from your device or interactions with the Platform or Services, and information generated by or associated with your Digital Asset Account. This may include registration, identity verification, wallet, balance, transaction and payment-related information, depending on the Services you use.

You acknowledge that the applicable Distributor may collect, use, disclose, or otherwise process your information in connection with your Digital Asset Account, the Platform, Distributor interface, customer support, and related Distributor services. The Distributor’s processing of your information may be subject to the Distributor’s own terms, privacy notices, and practices. 

8. Communications

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

This Agreement is provided to you and communicated in English. We will also communicate with you in English for all matters related to your use of the Services. Where we have provided you with a translation of the English language version of this Agreement or any information related to your Digital Asset Account, you acknowledge and agree that such translation is provided for your convenience only and that the English language version of the Agreement will govern your use of the Services.

9. Security of User Information

You are responsible for maintaining the confidentiality and security of all account names, User IDs, passwords, personal identification numbers (PINs) and other access codes that you use to access the Services. You are responsible for keeping your email address and all other account holder and User information up to date in your Digital Asset Account profile with the applicable Distributor, and for maintaining the confidentiality of your User information. You agree to inform your Distributor as applicable immediately if you become aware of any unauthorized use of your Digital Asset Account, the Services, or any other breach of security regarding the Services, your Digital Asset Account or the Platform. We strongly advise you to enable all security features that are available to you (such as, by way of example two-factor authentication); this offers you enhanced protection from possible malicious attacks. Circle will not be liable for any loss or damage arising from your failure to protect your account information.

We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We recommend the regular use of a reliable virus and malware screening and prevention software. All communications related to your Digital Asset Account will come from the applicable Distributor. 

10. Account Suspension & Closure

We may, without liability to you or any third party, suspend your Digital Asset Account, consolidate your Digital Asset Account if you have more than one, or terminate your Digital Asset Account or suspend your use of one or more of the Services in accordance with the terms of this Agreement, as determined in our sole and absolute discretion. Such actions may be taken as a result of account inactivity, failure to respond to customer support requests, failure to positively identify you, a court order, your violation of the terms of this Agreement or for other similar reasons. Circle may also temporarily suspend access to your Digital Asset Account and/or the Services, as applicable, in the event that a technical problem causes system outage or Digital Asset Account errors until the problem is resolved. For the avoidance of doubt, in the event your Digital Asset Account is suspended or closed, you will no longer be able to access any of the Services.

You may terminate this Agreement at any time by closing your Digital Asset Account in accordance with the account closure process made available by the applicable Distributor. If you are no longer eligible to participate in the applicable Distributor program pursuant to which your Digital Asset Account was made available to you, or if your Digital Asset Account is closed by the applicable Distributor, Circle will work with Distributor, using commercially reasonable efforts, to assist in the orderly wind-down of your Digital Asset Account and to provide you with access to withdraw any outstanding funds in your Digital Asset Account, in each case subject to applicable law and this Agreement.

We encourage you to transfer any Supported Digital Currencies out of your Digital Asset Account and/or redeem your USDC for USD, sell your EURC for euro, or redeem your Wrapped Digital Asset for the Underlying Digital Asset prior to issuing a request to the applicable Distributor to terminate your Digital Asset Account. We may be unable to terminate your Digital Asset Account at your request if you maintain a balance in your Digital Asset Account. We reserve the right to restrict or refuse to permit redemptions or transfers from your Digital Asset Account if (i) your Digital Asset Account has otherwise been suspended or unilaterally terminated by Circle or Distributor as applicable, in accordance with this Agreement, or (ii) to do so would be prohibited by law or a court order or we have determined that any of the related Supported Digital Currency were obtained fraudulently.

Upon closure or suspension of your Digital Asset Account, you authorize Circle to cancel or suspend pending transactions and forfeit all proprietary rights and claims against Circle in relation to any U.S. Dollar or euro funds otherwise eligible for redemption.

In the event that you or Circle terminates this Agreement or your access to the Services, or cancels your Digital Asset Account, you remain liable for all activity conducted on or with your Digital Asset Account while it was active and for all amounts due hereunder.

11. Fees

If you access the Services through a Digital Asset Account, Circle does not charge fees directly to you unless Circle expressly discloses otherwise in connection with a specific Service. Any fees payable to Circle in connection with Digital Asset Accounts are payable by the applicable Distributor pursuant to the Distributor’s agreement with Circle. Your Distributor may, in its sole discretion, pass through such fees to you, bundle them into other charges, or apply different pricing for your use of the Digital Asset Account or related services. Any fees, charges, or pricing applicable to you as a Digital Asset Account holder will be determined and disclosed by the applicable Distributor under the Distributor’s user interface, pricing materials, or terms with you, and not by Circle.

You are responsible for, and agree to pay, all fees that may be charged by your financial institution in connection with sending funds to Circle or receiving funds from Circle. Circle is not responsible for any charges that you incur based on delayed processing of deposits or withdrawals that might result from overdraft fees or otherwise.

12. USDC-Specific Terms, EURC-Specific Terms and Wrapped Digital Assets Terms

To the extent that you utilize your Digital Asset Account for any transaction or service involving USDC, the USDC Terms shall apply to all such transactions and such agreement. To the extent that you utilize your Digital Asset Account for any transaction or service involving EURC, the EURC Terms shall apply to all such transactions and such agreement. To the extent that you utilize your Digital Asset Account for any transaction or service involving a Wrapped Digital Asset, the Wrapped Digital Assets Terms shall apply to all such transactions and such agreement. Notwithstanding anything to the contrary set forth in this Agreement or otherwise, in the event of a conflict between any term set forth herein and any term set forth in the USDC Terms, EURC Terms or Wrapped Digital Assets Terms, (i) to the extent the conflict relates to any USDC, EURC transaction or Wrapped Digital Asset transaction, the terms of the USDC Terms, EURC Terms, or Wrapped Digital Assets Terms (as applicable) shall control, and (ii) to the extent the conflict relates to any other matter, the terms of this Agreement shall control.

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