Legal & Privacy

These Circle Portal Terms of Use (these "Portal Terms," or "Terms") constitute a binding legal agreement between you ("you," "your") and Circle Technology Services, LLC (on behalf of itself and any other affiliates to the extent relevant) ("Circle," "we," "our," or "us") governing your access to and use of Circle Portal and any related website, interface, dashboard, account, content, tools, settings, and other features that Circle makes available through Circle Portal (collectively, the "Portal").

If you are an individual accessing or using the Portal on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. Such Organization is responsible for access to and use of the Portal through its Account, including by its Admin Users and Authorized Users.

These Terms apply to each Admin User and each Authorized User, as applicable, and, where an Organization is bound to these Terms, references to “you” and “your” include that Organization as the context requires. 

For the purposes of these Terms, “Account” means an account established for an Organization in the Portal through which its Admin Users and Authorized Users may access and use the Portal and applicable Circle Products or features; “Admin User” means an Authorized User who is granted administrative rights in the Portal; “Authorized User” means any individual authorized by an Organization to access or use the Portal. 

1. Scope and Acceptance

1. By accessing or using the Portal, you agree that you have read, understood, and accept: (a) these Terms; (b) the Privacy Policy; (c) the Cookie Policy; (d) the E-Sign Consent Policy; and (e) any applicable additional terms or disclosures made available through the Portal (collectively, "Additional Terms").
2. In order to access or use certain Portal features or Circle Products, you may be required to complete onboarding and provide account information. You agree to be solely responsible for the accuracy, quality, integrity and legality of all information you share with Circle or its affiliates.
3. Unless otherwise permitted by us in writing, you may not transfer an Account to any other person or entity. 
4. The Portal may make available access to products, services, or features offered by Circle, or a Circle affiliate. Such products, services, or features may in some cases provide access to or integration with third-party services, and may be subject to Additional Terms, including separate product terms and/or separate terms and conditions imposed by the applicable third-party provider. Those Additional Terms are incorporated into these Terms by reference as applicable to your use of the relevant product, service, or feature. Access to Circle Products through the Portal is subject to product-specific eligibility, onboarding, and approval requirements, and availability of the Portal does not guarantee access to any Circle Product.
5. In the event of a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control solely with respect to the specific product, service, or feature to which those Additional Terms apply, and these Terms will control with respect to the Portal itself and Portal-layer functionality.

2. Circle Portal

The Portal is a control plane layer through which Authorized Users may discover, access, and administer one or more Circle products or services (“Circle Products”), and related Portal features, in each case as determined by Circle from time to time based on your Organization’s Account, your role, permissions, and enabled products or services. The Portal itself does not provide financial, payment, custody, or other regulated services. The Portal is an interface through which Authorized Users may access and administer Circle Products, and all such Circle Products are subject to their own applicable terms and conditions. Features may include:

1. Developer Tools. The Portal may permit Authorized Users to create, view, edit, and delete API keys and webhooks, together with related configuration and management tools made available through the Portal. You are solely responsible for the security and management of any API keys, webhook endpoints, and related configurations associated with your Organization’s Account. If the Portal is unavailable for any reason, Authorized Users may continue to access applicable Circle Products through API keys previously created for the relevant Circle Product, subject to the applicable terms governing that Circle Product. If no such API keys have been created, Authorized Users may be unable to access the applicable Circle Product until Portal access is restored.
2. Profile. The Portal may permit Authorized Users to view such user's own profile information made available through the Portal, including name, email address, and assigned role, and to update password or other account-security settings. You are responsible for ensuring that your profile information remains accurate and current at all times.
3. Account Management. The Portal may permit Authorized Users to view and update Account information made available through the Portal and view which Circle Products or features are enabled for the Account. You are responsible for maintaining the confidentiality and security of your credentials, devices, authentication methods, and account access methods.
4. User Management. The Portal may permit Admin Users to (i) invite other Authorized Users to access the Portal and to be granted access to the Account associated with that Organization; (ii) remove Authorized Users from such Accounts, and (iii) manage Authorized User access, permissions and role assignments. 
5. IP Allowlisting. The Portal may permit Admin Users to enable or disable IP allowlisting for an Authorized User and to create, view, edit, and delete IP allowlist entries, including configuration of which IP addresses are permitted to access the Portal or interact with the Account. You are responsible for the accuracy, completeness, and maintenance of the IP allowlist settings, and Circle is not responsible for any inability to access the Account or other issues arising from the IP allowlist configurations.
6. Sandbox. The Portal may make available a pre-production environment for certain Circle Products (the “Sandbox”). The Sandbox is intended to allow Authorized Users to evaluate, configure, test, or otherwise use a Circle Product in a non-production setting. The Sandbox may not be available at all times and may be added, removed, suspended, or modified by Circle at any time in its sole discretion. The Sandbox is provided for testing and evaluation purposes only and may not reflect the functionality, performance, availability, or behavior of the corresponding Circle Product. The Sandbox may not be used for any production, live, or commercial activity, including the processing of real transactions or funds.

All Portal features are subject to availability, permissions, technical limitations, operational requirements, and any Additional Terms applicable to the relevant Circle Product.  

3. Eligibility

By accessing the Portal, you represent and warrant that:

1. You are at least 18 years old and the age of majority in your place of residence to use the Portal. 
2. Your use of the Portal is for business purposes only and not household or other personal purposes.
3. You are not a Sanctions Target.
4. You will not use the Portal or any Circle Product to benefit or support any Restricted Territories or Sanctions Targets. You will ensure that your Account cannot be used or accessed by any person or entity in a Restricted Territory or any Sanctions Target.
5. All information provided to Circle hereunder is true and accurate.

For the purposes of this section 3, “Restricted Territory” means a region, territory or country subject to Sanctions; “Sanctions” means any legal requirement imposing sanctions, restrictions, or prohibitions on financial transactions or other business dealings that is administered or enforced by the U.S. government (including the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, or the U.S. Department of State and including designation as a “specially designated national” or blocked person), the United Nations Security Council, and all other relevant international sanctions authority, including any executive orders issued in relation to the imposition of sanctions; “Sanctions Target” means any person that is: (A) included on any list of designated persons maintained by any governmental, regulatory authority or law enforcement department, court, agency, commission, board, tribunal, crown corporation or other law, rule or regulation making entity pursuant to Sanctions, (B) organized, located or resident in a Restricted Territory, or (C) otherwise the target of any Sanctions such that a person is prohibited from dealing with such person, including as a result of being owned or controlled by any person or persons described in the foregoing subsection (A) or (B).

4. Admin Users

This Section 4 sets forth rules applicable to Admin Users only.

1. Each Organization must have at least one Admin User for the Portal at all times. Only a user with authority to bind the Organization to these Terms may be established as the initial Admin User. After the initial Admin User has been established, additional Admin Users may be designated by an existing Admin User through Portal functionality made available by Circle, subject to these Terms and the Portal’s role and permission settings.
2. Admin Users may be granted authority, to the extent permitted by the Portal, to invite or remove users, assign or revoke roles or permissions, manage shared administrative settings and controls, and view, access, modify, or otherwise administer account information, settings, activity, and data made available through the Portal.
3. If an Authorized User is no longer authorized to access the Portal on behalf of your Organization, Admin Users must promptly remove or update that user's access through the Portal or otherwise notify Circle where required. 

5. Credentials

Each Admin User and Authorized User is responsible for maintaining the confidentiality and security of that user’s credentials and for taking reasonable steps to prevent unauthorized access to or use of the Portal. Each Admin User is also responsible for inviting users, assigning or revoking roles and permissions, and otherwise administering access to the Portal. Each Admin User and Authorized User must notify Circle immediately, if the user becomes aware of any suspected unauthorized access, credential compromise, misuse, or other security issue relating to the Portal. 

Circle will not be responsible for any losses, damages, liabilities, or other consequences arising out of or relating to leaked credentials, credential compromise, or unauthorized access to the Portal. Circle may rely on any instruction, configuration, approval, election, or other action taken through the Portal by your Admin Users or other Authorized Users as an authorized act of your Organization.

All actions taken through the Portal by Admin Users or Authorized Users will be deemed authorized and binding on the Organization.

6. Privacy and Communications

1. Your use of the Portal is subject to the Privacy Policy, as updated from time to time, and any feature-specific privacy disclosures presented in the Portal.
2. You acknowledge that Circle may collect, use and disclose information you provide via the Portal, information relating to your use of the Portal, including your Account activity, device or browser interactions, and related compliance or security signals to the extent necessary to operate and improve the Portal, fulfill its obligations under these Terms and to comply with applicable law, in each case, in accordance with the Privacy Policy.
3. You and Circle agree that neither is the data processor of the other party under any applicable Data Protection Law (which means, collectively, all legal requirements that apply to processing of personal data under or in connection with these Terms, including applicable international, national, federal, state, provincial, and local laws, rules, regulations, directives and governmental requirements relating to privacy, data protection, or security), nor are you and us acting together as joint data controllers. You and Circle further agree that no monetary or other valuable consideration is provided to either party in exchange for any personal data and that data sharing conducted pursuant to these Terms does not constitute a sale of personal data under any applicable Data Protection Law.
4. By entering into these Terms, you consent to receive electronic communications from Circle in connection with the Portal, including by email.

7. Intellectual Property

1. As between you and Circle, Circle owns all right, title, and interest in and to the Portal, including its software, content, design, user interfaces, documentation, trademarks, logos, and other intellectual property rights, together with any derivative works or enhancements thereof.
2. Subject to your continued compliance with these Terms, Circle grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Portal for its intended business purposes.
3. You may not, and may not permit any third party to, copy, modify, reverse engineer, decompile, scrape, mirror, frame, lease, sell, sublicense, redistribute, or create derivative works from the Portal.
4. If you submit comments, suggestions, ideas, or other feedback regarding the Portal or related services, you acknowledge and agree that Circle may use that feedback without restriction, attribution, compensation, or obligation to you.

8. Termination

1. Circle may close your Organization’s Account or terminate or suspend your access to the Portal or any Portal feature, in whole or in part, at any time for any reason. 
2. If you wish to close your Organization’s Account or deactivate your access to such Account, you may do so by contacting Circle at [email protected]. Account closures may be conditioned on the absence of any open positions or outstanding balances in connection with any Circle Product accessed through such Account. You understand and acknowledge that termination of your Organization’s Account or your access to such Account for any reason may result in the permanent deletion or loss of information, settings, configurations, API access, or other data associated with that Account or your use of the Portal, subject to applicable law, regulatory requirements and any obligations under applicable Circle Product terms. Notwithstanding the foregoing, Circle may retain certain information or data to the extent required by applicable law. 
3. If your access to the Portal is suspended or terminated, you remain bound by those provisions of these Terms that by their nature should survive, and Circle shall not be liable to you or any third party for any losses, damages, or other consequences arising out of or relating to such termination, restriction, deletion, loss of access or data, or inability to access or use the Portal or any Circle Product or feature made available through the Portal.

9. No Warranties

THE PORTAL IS PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CIRCLE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

CIRCLE DOES NOT WARRANT OR GUARANTEE THAT THE PORTAL OR ANY PORTAL FEATURE IS ACCURATE, RELIABLE, COMPLETE, OR CORRECT, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, WILL BE UNINTERRUPTED, ERROR-FREE, OR WITHOUT DEFECT OR SECURE, WILL REMAIN AVAILABLE IN ITS CURRENT FORM, OR PROVIDE CONTINUED ACCESS TO ANY CIRCLE PRODUCT, INCLUDING WHERE ACCESS OR FUNCTIONALITY DEPENDS ON THE PORTAL. 

CIRCLE DOES NOT WARRANT OR GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY UNDERLYING PRODUCT, SERVICES, OR CONTENT MADE AVAILABLE THROUGH THE PORTAL.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRCLE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE PORTAL OR THESE TERMS, EVEN IF CIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ALL CASES, CIRCLE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. UNDER NO CIRCUMSTANCES WILL CIRCLE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM UNAUTHORIZED ACCESS TO OR USE OF THE PORTAL OR THE ACCOUNT, INTERRUPTION OR DELAY OF PORTAL OPERATIONS, ERRORS OR OMISSIONS IN PORTAL CONTENT OR DATA, YOUR ACCOUNT CONFIGURATION, ADMINISTRATION OR USE OF THE PORTAL, INCLUDING ACTIONS TAKEN BY YOU, YOUR ADMIN USERS OR AUTHORIZED USERS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF CIRCLE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PORTAL OR THESE TERMS IS LIMITED TO ONE HUNDRED DOLLARS (USD$100). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

11. Indemnity

You will indemnify, defend, and hold harmless Circle and its affiliates, and their respective employees, directors, officers, agents, contractors, representatives, licensors, and service providers, from and against any and all claims, losses, damages, judgments, assessments, penalties, interest, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to your breach of these Terms or any applicable Additional Terms, your misuse of the Portal, your violation of applicable law, sanctions, or third-party rights, any instruction, configuration, approval, election, or action taken through the Portal by you, your Admin Users, or your Authorized Users, or your fraud, willful misconduct, or gross negligence.

12. Governing Law

These Terms are governed by the laws of the State of Delaware and applicable federal law of the United States, without regard to conflicts of law principles. 

13. Assignment

These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you and any attempted transfer or assignment will be null and void. We may assign these Terms without your consent, including to any Circle affiliate or subsidiary. You will notify Circle at least thirty (30) days prior to any change in the direct or indirect ownership or control of your Organization by emailing [email protected].

14. Modification of Terms and Changes to the Portal

Circle may modify the Portal or the Portal features, or discontinue support for any Circle Product or feature at Circle’s sole discretion. Circle will make reasonable efforts to notify you when a Circle Product or feature will no longer be supported.

Circle may amend these Terms at any time by posting the revised version on a Circle website, through the Portal, or by other electronic communication. Your continued access to or use of the Portal after the revised version becomes effective constitutes your acceptance of the revised version. If you do not agree to be bound by the updated Terms, then you may not access or use the Portal. 

15. Other Provisions

1. These Terms and any applicable Additional Terms or policies expressly incorporated herein constitute the complete statement of the agreement between you and Circle regarding the Portal.
2. If any provision of the Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of the Terms will remain in full force and effect.
3. No waiver by Circle of any term of these Terms will be deemed a further or continuing waiver of that term or any other term.
4. The section headings in these Terms are for convenience only and do not affect the interpretation of these Terms.

16. Survival

The provisions of these Terms that by their nature should survive termination or suspension will survive, including Sections 1, 5 through 16.

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