USDC App User Agreement

Last Updated: June 24, 2026

This USDC App User Agreement (this “Agreement”) is a contract between you (“you”, “your”, or a “User”), and Circle Internet Financial, LLC (“CIFL”) and Circle Technology Services, LLC (“CTS”). CIFL, with respect to its provision of the USDC Account and the Services described below, and CTS, with respect to its operation of the USDC App, are each referred to in this Agreement as “Circle,” “we,” or “us”, as applicable.  Circle and its affiliates may offer certain services as described herein (the “Services”) on the USDC App. The USDC Terms, which are described more fully below, apply to your USDC (“USDC”) and your USDC App account (“USDC Account”). From and after the date set forth above, this Agreement shall govern your use of your USDC Account.

By registering for a USDC 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, and E-Sign Consent Policy, and you acknowledge and agree that you will be bound by these agreements and policies.

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.

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

USDC Accounts and the Services are currently available only to eligible Users invited by Circle, and only in those jurisdictions enabled by Circle to offer USDC Accounts (the “Supported Jurisdictions”). The Supported Jurisdictions may be subject to 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 USDC 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 USDC 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.

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 or any third party, refuse to let you register for a USDC Account in Circle’s sole discretion.

Registration Process; Identity Verification

When registering your USDC Account, you must provide current, complete, and accurate information for all required elements on the registration page. You also agree to provide on an ongoing basis, any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime. 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, provide records, and complete other verification steps (such process, "Enhanced Due Diligence").

You represent and warrant that all information provided to us 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 may be required to request further information or review or update existing information regarding your USDC 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 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 USDC Account.  

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

Access to the USDC App

The USDC App is currently made available only through Apple TestFlight (for iOS devices) and a downloadable Android application package (APK) (for Android devices), in each case to eligible Users whom Circle has invited to participate. Your access to and use of the USDC App requires a compatible device and your acceptance of any terms imposed by the applicable distribution platform. Circle may change, condition, or discontinue the means by which the USDC App is made available at any time without notice. 

The USDC App is made available on a limited-release testing basis to invited Users only. Although transactions are real, the USDC App remains in testing and may not operate as intended. The USDC App may contain bugs, errors, or other defects, and may be modified, interrupted, suspended, or discontinued at any time, in whole or in part. Circle may require you to install updated builds of the USDC App, and prior builds may cease to function. 

2. USDC Accounts

A USDC Account is a Circle-managed account that may permit you to access some or all of the Services via the USDC App. Circle may place limits, holds, review requirements, and feature restrictions on USDC Accounts based on applicable law, and various risk factors.

3. Services

Depending on your jurisdiction, Circle may offer you some or all of the following Services in connection with your USDC Account. 

3.1 USDC Services

Circle may provide USDC Services, which are defined in the USDC Terms. The USDC Terms are incorporated herein by reference.

3.2 USDC Wallet

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

You own the USDC held in your USDC Wallet. For so long as you custody your USDC in your USDC Wallet, Circle maintains control over the wallets, private keys, blockchain addresses, and other infrastructure used to hold or process such USDC. While you may generally redeem or transfer USDC attributed to your USDC Account using the USDC App, your ability to do so is subject to outages and downtime of the Circle website, the USDC App, and Circle’s policies.

When using the USDC App, you will have access to information regarding your balances, amount of USDC attributed to your USDC Account, individual transactions, and fees, as applicable. 

3.3 USDC Transfers

Your USDC Wallet allows you to transfer, request and receive USDC to and from other USDC App Users who have been invited by Circle. USDC transfers are limited to the USDC Wallets of other USDC App Users; the USDC App does not support sending USDC to, or receiving it from, any wallet or address outside the USDC App.

3.4 Deposits, Withdrawals, and Linked Bank Accounts

To mint or redeem USDC, you must link and verify one or more U.S. bank accounts held in your name (each, a "Linked Bank Account") to your USDC Account. The name on each Linked Bank Account, and on any wire, ACH or Fednow Service (“FedNow”) transfer you send to fund a mint, must match the name verified on your USDC Account. You agree to notify Circle of any change to your Linked Bank Account information.

To fund a mint transaction, you may send U.S. Dollars (“USD”) from a bank account held in your name to the deposit instructions provided by Circle via Automated Clearing House (“ACH”) transfer, wire transfer, or FedNow. Upon settlement of the USD, CIFL will issue USDC for USD in accordance with the USDC Terms. We may also permit you to redeem your USDC balance into USD in accordance with the USDC Terms to be deposited into your Linked Bank Account, less any fees associated with such redemption. When you request a redemption of your USDC balance, you authorize us to remove and burn the USDC from your USDC Account. Redemptions may not be cancelled once initiated. All redemptions are final and non-reversible once made. 

Circle may use a third-party payment processor or bank partner to process any USD payment between you and Circle, including but not limited to payments in relation to your minting and redemptions of USDC in your USDC Wallet. By submitting a redemption request, you authorize Circle and its bank partner(s) to initiate the ACH, wire, or FedNow transfers, and any related entries, necessary to pay your redemption proceeds to your Linked Bank Account. You may revoke this authorization as to future transfers at any time by unlinking the Linked Bank Account through the USDC App, 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 from your bank and when the corresponding USDC (less any fees) is credited to your USDC Account, and (ii) between the time you submit a redemption request and when the corresponding USD is deposited into your Linked Bank Account, including delays due to third-party financial institutions or payment processors. Circle is not responsible for any delay in, or failure of, a deposit caused by your bank, an intermediary, or the applicable payment network.

4. Custody

This section 4 concerns only CIFL and CTS and is not a representation regarding any other Circle affiliate. CIFL holds all USDC in your USDC Wallet for your benefit in an omnibus structure controlled by Circle and attributes the applicable amounts of such USDC to your USDC Account on Circle’s books and records. 

CIFL maintains 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 is therefore subject to the requirements of such statutes. Neither CIFL nor CTS is a  trust company, and neither maintains a trust company charter in any U.S. state or territory. Accordingly, any regulated services CIFL provides 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, neither CIFL nor CTS is a fiduciary, and neither provides 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 USDC will remain with you at all times. As the beneficial owner of USDC in your USDC Wallet, you shall solely bear the risk of loss of such USDC. Except as may be otherwise agreed in writing between you and Circle, none of the USDC in your USDC 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 USDC in your USDC 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 USDC held in your USDC 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 USDC, as well as other digital currencies 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 USDC Account and the Services is subject to the Circle Privacy Policy, Cookie Policy, and any privacy notices or disclosures provided by Circle in connection with your USDC Account or the Services.

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

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 USDC 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 USDC Account profile and for maintaining the confidentiality of your User information. You agree to notify Circle immediately if you become aware of any unauthorized use of your USDC Account, the Services, or any other breach of security regarding the Services, your USDC Account or the USDC App. 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. If you question the authenticity of a communication purporting to be from Circle, you should login to your USDC Account directly through the USDC App, and not by clicking links contained in emails.

10. Account Suspension & Closure

We may, without liability to you or any third party, suspend your USDC Account, consolidate your USDC Accounts if you have more than one, or terminate your USDC 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 USDC Account in the event that a technical problem causes system outage or USDC Account errors until the problem is resolved.  For the avoidance of doubt, in the event your USDC 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 USDC Account in accordance with this Agreement. In order to do so, you should contact Circle’s “Support Team” who will assist you in closing your USDC Account. You may not terminate your USDC Account if Circle believes, in its sole discretion, that such closure is being performed in an effort to evade a court order or legal or regulatory investigation or to avoid paying any amounts otherwise due to Circle.

We encourage you to redeem your USDC for U.S. Dollars prior to issuing a request to terminate your USDC Account. We may be unable to terminate your USDC Account at your request if you maintain a balance in your USDC Account. We reserve the right to restrict or refuse to permit redemptions or transfers from your USDC Account if (i) your USDC Account has otherwise been suspended or unilaterally terminated by Circle 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 funding sources were obtained fraudulently.

Upon closure or suspension of your USDC 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. Dollars otherwise eligible for redemption.

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

11. Fees

Circle may charge fees in connection with the Services.  You agree to pay the fees shown to you, if any, or as separately agreed between you and Circle, when you enter into a transaction.  We may change any of the fees that Circle charges at any time, with or without notice.

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 

To the extent that you utilize your USDC Account for any transaction or service involving USDC, the USDC 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, (i) to the extent the conflict relates to USDC or any USDC transaction, the terms of the USDC Terms shall control, and (ii) to the extent the conflict relates to any other matter, the terms of this Agreement shall control.

13. Forks and Advanced Protocols 

As a result of the decentralized and open-source nature of digital currencies it is possible that sudden, unexpected or controversial changes (“forks”) can be made to any digital currency that can change the usability, functions, value or even name of a given digital currency. It is also possible that such forks result in multiple versions of a digital currency, each with its own value, and therefore may reduce the value of the original “unforked” version of a digital currency.

Circle is under no obligation to support a fork of a USDC that you hold in your USDC Account, whether or not such forked USDC holds value at or following such fork. If Circle elects, in its sole discretion, to support a fork of a USDC it will make a public announcement through its website and/or by notifying customers via email, and shall bear no liability for any real or potential losses that may result based on the decision to support such fork or the timing of implementation of support. If Circle, in its sole discretion, does not elect to support a fork of a given USDC, Circle assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported fork of a USDC.

Holding USDC in your USDC Account does not entitle you to any additional tokens or value associated with other digital currencies, tokens, coins or forked protocols that may result from your ownership of such USDC, regardless of whether you would be entitled to such additional tokens or value had you held such USDC outside of Circle. Note that in the event of a fork of a USDC, Circle may be forced to suspend all activities relating to such 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” of a given USDC, potentially with little to no warning, and during this period of Downtime you will not be able to mint or redeem USDC that is subject to such fork.

Certain Protocols

The underlying protocols are generally open source, meaning that anyone can use, modify, copy, and distribute them. You acknowledge and agree that Circle is not responsible for the operation of any such protocols. Circle does not control them, and as such, cannot guarantee their functionality or the security or other features of their related network operations.

14. No Deposit Insurance

USDC held in your USDC 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.

15. Transaction Limits

Circle reserves the right to change the deposit, withdrawal, storage, transfer, and velocity limits on your USDC Account as we deem necessary. We may establish individual or aggregate transaction limits on the size or number of deposits, withdrawals, transfers or other transactions that you initiate using your USDC Account during any specified time period.

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

Subject to Section 17 of the USDC Terms, we reserve the right to change, suspend, or discontinue any aspect of the Services or the USDC App at any time, including hours of operation or availability of any feature, without notice and without liability. We may, in our sole discretion, delay any transaction if we believe that such transaction is suspicious, may involve fraud or misconduct, violates applicable laws or payment network or ACH rules, or violates any term of this Agreement.

17. Insufficient Funds

If you have insufficient funds in your USDC Account to complete a transaction, such transaction will not be completed.

18. Refunds; Reversals

Once a transaction has been initiated, it cannot be reversed or refunded, except as set forth in this Agreement. You may have additional refund or chargeback rights under your agreement with the recipient of such funds, your financial institution, or applicable law. You should periodically review statements from your financial institution and any other service that you use to transact with your USDC Account, which should reflect all applicable transactions made using the related transaction method. You can also access the record of transactions in your USDC Account by logging into your USDC Account.

19. Forfeited Assets

In certain circumstances, Circle may deem it necessary to report suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your USDC. Circle may also be forced to freeze and potentially surrender USDC in the event it receives a legal order from a valid government authority requiring it to do so.

20. Restricted Activities and Prohibited Transactions

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

1. violate, or assist in the violation of, any applicable law, statute, ordinance, or regulation (including, but not limited to, any operation of financial businesses or money services businesses without requisite licenses or regulatory approval or any gambling or betting activity that is illegal under applicable law), or other activities that involve proceeds of any unlawful activity;
2. violate, or assist in the violation of, any sanctions programs administered by any governmental authority of the jurisdictions where we hold licenses;
3. unreasonably overload, detrimentally interfere with, or gain unauthorized access to our systems or other networks, or other activities that facilitate any of the foregoing;
4. infringe or violate, or induce or assist in infringement or violation of, any copyright, trademark, right of publicity or privacy or any other proprietary right of third parties or of ours, including any activity that would cause marketplace confusion or damage the reputation for quality inherent in USDC and Circle’s other trademarks;
5. engage or attempt to engage in any fraudulent act, scheme to defraud or deceive, or other financial crime;
6. engage or attempt to engage in wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit; 
7. engage in activities that are associated with high illicit finance risks and that facilitate any of the foregoing: any mixing service (a mixer or tumbler used to obscure the source of funds), darknet market (or any other service or website that acts as a marketplace for illegal goods), ransomware, illicitly operating peer-to-peer exchanger, illicitly operating exchanges, or other activities that facilitate any of the foregoing; 
8. engage in any activity that Circle subsequently deems publicly to be impermissible for the provision of its Services.
9. provide false, inaccurate, or misleading information;
10. transmit or upload any virus, worm, or other malicious software or program;
11. use the Services on behalf of any third party or otherwise act as an intermediary between Circle and any third parties;
12. collect any User information from other Users, including, without limitation, email addresses; or
13. upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials. The foregoing activities (1) through (13) are collectively referred to as “Restricted Activities”.

In addition, using the Services for transactions related to the following is prohibited, and Circle reserves the right to monitor for transactions that relate to:

1. any Restricted Persons or persons or entities located in Restricted Territories (as each term is defined in Section 33);
2. weapons of any kind in contravention of applicable laws, including but not limited to, as applicable, 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 possession of and transactions involving such controlled substances are authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place, and provided any such transactions comply with all applicable law;
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 such activities are authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place, and provided any such activities comply with all applicable law;
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 financial institution or payment partners. The foregoing transactions (1) through (15) are collectively referred to as “Prohibited Transactions”.

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In the event that Circle learns you are making or attempting any Restricted Activities or Prohibited Transactions, Circle will consider it to be a violation of this Agreement and may suspend or terminate your USDC Account.

21. Taxes

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

22. Indemnification; Release

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

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

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

23. Limitation of Liability; No Warranty

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

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

THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. CIRCLE, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CIRCLE MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

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

24. Unauthorized and Incorrect Transactions

When any transaction occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible by email at [email protected]. It is important that you regularly check your USDC Account balances and your transaction history regularly to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this Section.

Unauthorized and Incorrect USDC Transactions

If an Unauthorized USDC Transaction (as defined below) or Error (as defined below) occurs through your USDC Account, and you follow the procedures set forth in this Section 24, Circle will reimburse you for the amount of any eligible Unauthorized USDC Transaction and any losses resulting from an Error, subject to the limitations set forth in this Section 24.

What Constitutes an Unauthorized USDC Transaction or Error?

For purposes of this Section 24, “Unauthorized USDC Transaction” means any transaction that was initiated from your USDC Account without your authorization and that does not benefit you.  

For purposes of this Section 24, an “Error” means one of the following: (i) if your bank account is charged for an issuance of USDC, Circle receives the funds, but the corresponding USDC does not show up in your USDC Account, (ii) if you complete a redemption from USDC and the funds are not properly delivered by Circle to your bank account, (iii) if the transaction records in your USDC Account do not accurately reflect your transactions, or (iv) there is some other material mathematical or computational error by Circle in calculating issuance or redemption amounts.

Notifying Circle of an Unauthorized USDC Transaction or Error

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

In order for Unauthorized USDC Transactions or Errors to be covered by Circle, you must notify us within sixty (60) days of such Unauthorized USDC Transaction or Error showing up in your transaction history and/or account statement.  If you do not notify us within sixty (60) days, then you will not be covered by the protections of this Section 24.

Notification Process

The fastest and most efficient way to notify us of an Unauthorized USDC Transaction or Error is to contact Circle’s Support Team via email at [email protected].  

You must include in your email:

• the name and email associated with your USDC Account
• a detailed description of what Unauthorized USDC Transaction or Error you believe occurred, or what information you need in order to determine if an Unauthorized USDC Transaction or Error occurred, and
• the amount of such Unauthorized USDC Transaction or Error.

Note that in connection with investigating and/or resolving any Unauthorized USDC Transaction or Error, we may need to request further information from you regarding the circumstances of the Unauthorized USDC Transaction or Error. If you do not provide such additional information, it may inhibit our ability to resolve your issue or limit your rights under this Section 24.

Steps Circle Will Take Following Notification

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

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

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

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

Errors We Discover

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

Unauthorized and Incorrect USDC Transactions

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

25. Arbitration Agreement

Please read this Section 25 (the “Arbitration Agreement”) carefully. It is part of your contract with Circle and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

25.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Circle agree that any disagreement, controversy, or claim arising out of or relating in any way to our Services or this Agreement, or prior versions of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Circle may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Circle may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that were not noticed at the time you first became subject to this Agreement but that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement. 

25.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Circle. If that occurs, Circle is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Circle agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Circle agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.

To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Circle should be sent by email to [email protected]. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. Circle will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Circle representative). 

The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. 

The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

25.3 Waiver of Trial in Front of Judge or Jury. YOU AND CIRCLE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Circle are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 25.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 

25.4 Waiver of Class and Other Non-Individualized Relief. YOU AND CIRCLE MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 25.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section 25.4, are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Circle agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts located in the State of Delaware. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This Section 25.4 does not prevent you or Circle from participating in a class-wide or mass settlement of claims.

25.5 Rules and Forum. This Agreement evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration (defined below), and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and Circle agree that either party shall have the right to finally resolve the Dispute through binding arbitration. 

The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the account username (if applicable), as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Circle should be sent by email to [email protected]. Circle will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”). 

Unless you and Circle otherwise agree, or the Batch Arbitration process discussed in Section 25.9 is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the city where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). 

You and Circle agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. 

You and Circle agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

25.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under Section 25.9 is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.

25.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding Section 25.4, including any claim that all or part of Section 25.4 is unenforceable, illegal, void or voidable, or that Section 25.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

25.8 Attorneys’ Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or Circle need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.

25.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Circle agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Circle by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.

All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Circle.

You and Circle agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

25.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to [email protected], within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out Notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Circle’s rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

25.11 Invalidity, Expiration. Except as provided in Section 25.4 if any part or parts of this Arbitration Agreement (other than Section 25.9) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section 25.9 is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in Wilmington, Delaware. You further agree that any Dispute that you have with Circle as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. You and Circle agree that any Dispute must commence within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

25.12 Modification. You and we agree that Circle retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted on our website, and you should check for updates regularly. Notwithstanding any provision in this Agreement to the contrary, we agree that if Circle makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of your USDC Account or the Services following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validly opt out of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Circle will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

 26. Amendments

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

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

27. Assignment

You may not transfer or assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void (it being understood and agreed that this Section 27 shall not prohibit you from sending any USDC from your USDC Account in accordance with the terms hereof). We reserve the right to freely assign this Agreement and the rights and obligations of this Agreement to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Services and terminate this Agreement by contacting Circle’s Support Team and asking us to close your USDC Account.

28. Change of Control

In the event that Circle is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

29. Survival; Force Majeure

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

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, pandemics, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.

30. 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.

31. 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 or the USDC App is expressly prohibited. Circle and its licensors reserve all rights in the Services and you agree that this Agreement does not grant you any rights in or licenses to the Services except for the limited license set forth above. Except as expressly authorized by Circle, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the USDC App, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the Services and your USDC Account 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.

32. Unclaimed Property

If Circle is holding assets in your USDC Account, and Circle is unable to contact you and has no record of your use of the Services for several years, applicable law may require 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 to deliver any such funds to the applicable state or 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.

33. Applicable Law; Legal Compliance

Your use of the 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.

You unequivocally agree and understand that by registering your USDC Account and using the Services in any capacity, you will act in compliance with and be legally bound by this Agreement and all applicable laws and regulations (including, without limitation, those stated in this Section 33, where applicable). For the avoidance of doubt, continued use of your USDC Account and Circle’s obligations to you under this Agreement are conditional on your continued compliance at all times with this Agreement and all applicable laws and regulations. Circle’s 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 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.

You agree, represent, and warrant that all funds in your USDC Account, or funds deposited by you with Circle in the future, are not the direct or indirect proceeds of any criminal or fraudulent activity.

The Services are subject to economic sanctions programs administered in the countries where we conduct business, including but not limited to those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), pursuant to which we are prohibited from providing services or entering into relationships with certain individuals and institutions. By using the Services, you represent that your actions are not in violation of such sanctions programs. Without limiting the foregoing, you may not use the Services if (i) you are a resident, national or agent of a jurisdiction subject to comprehensive sanctions by OFAC (“Restricted Territories”), (ii) you are on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals (“Restricted Persons”), or (iii) you intend to transact with any Restricted Territories or Restricted Persons.

In the event that we are required to block funds associated with your account in accordance with a sanctions program, or other similar government sanctions programs, we may: (i) suspend your account; (ii) terminate your account; (iii) return funds to the destination of their origin or to an account specified by authorities; or (iv) require you to withdraw funds from your account within a certain period of time. In certain cases, taking one or more of these actions may result in a forfeiture of some or all of your assets held with Circle. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law and regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

This paragraph applies only if your country of residence is the United States. Please 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 USDC 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.

34. Governing Law; Venue

The laws of the State of Delaware and applicable United States federal law, including the Federal Arbitration Act as specified herein, shall govern this Agreement. Except for those disputes that shall be resolved in arbitration or in small claims court, each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Boston, Massachusetts, provided that any claims or disputes shall be subject to the arbitration provisions set forth in Section 25. You agree with us that, if you are a consumer, the courts in the permitted region where you are resident will have non-exclusive jurisdiction.

35. Entire Agreement

The failure of Circle to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 26. 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. This Agreement, including any additional agreement incorporated by reference herein; Circle’s policies governing the Services referenced herein (including, without limitation, those set forth in the USDC Terms); the Circle Privacy Policy; the Cookie Policy; and the E-Sign Consent Policy constitute the entire agreement between you and Circle with respect to the use of the Services. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and Circle and other Circle affiliates which each shall be a third-party beneficiary of this Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.

36. User Support

Please visit Circle Support here or contact Circle’s Support Team at [email protected] to report any violations of this Agreement or to ask any questions regarding this Agreement or the Services.

37. State-Specific Disclosures

Note that while Circle is licensed in many states as a money transmitter, not all states in which we are licensed regulate virtual currency activity as money transmission. Additionally, certain of these states have required specific disclosures of this fact, which can be found below and/or on the Licenses page found here. Note that this Section may be continuously updated with additional state-specific disclosures as may be required by the states in which we hold licenses and the date of last update will be reflected directly above.

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