Legal & Privacy

This Digital Asset Account Services Master Services Agreement (the “Agreement”) is entered into between Circle Internet Financial Europe SAS, a société par actions simplifiée incorporated in France, registered with the Registre du commerce et des sociétés of Paris under number 953 990 934, authorized as a crypto-asset service provider under Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCA”) and, where applicable, as an electronic money institution under Directive 2009/110/EC, and supervised by the Autorité de contrôle prudentiel et de résolution (“Circle”), and the legal entity that accepts this Agreement (“Partner”). This Agreement is effective as of the date Partner accepts it in accordance with Section 16(j) (the “Effective Date”).  Each of Circle and Partner is a “Party” and together the “Parties.”Partner wishes to make Circle’s Digital Asset Account Services available to its End Users by providing an interface through which its End Users may access and use those Services (the “Partner Program”), and Circle is willing to make the Digital Asset Account Services available through the Partner Program pursuant to the terms of this Agreement.  In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. Definitions

Capitalized terms used in this Agreement have the meanings set forth below or as defined elsewhere in this Agreement.

a. “Affiliate” means any entity Controlling, Controlled by, or under common Control with a Party. “Control” means the direct or indirect ability to direct the management or policies of an entity, whether by ownership, contract or otherwise.

b. “AML-CFT Requirements” means any Legal Requirement relating to anti-money laundering or countering the financing of terrorism applicable to a Party, including Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (as amended from time to time) and Regulation (EU) 2023/1113 on information accompanying transfers of funds and certain crypto-assets, as implemented as the case may be in each Member State.

c. “Authorized Countries” means the EU or EEA countries in which Partner is expressly authorized by Circle to perform the Services contemplated under the Agreement, as set forth in Appendix. 

d. “Authorized Partner Individuals” means employees or contractors of Partner or its Affiliates whom Partner permits to use the Services on Partner’s behalf.

e. “Business End User” means an End User that is a legally organized business entity, duly incorporated and validly existing under the laws of a Member State of the European Union or of another State party to the Agreement on the European Economic Area.  Natural persons and individual consumers are not Business End Users.

f. “Circle API” means the application programming interfaces and any related documentation, software development kits, and other API materials Circle makes available to Partner from time to time.

g. “Circle Policies” means, collectively, the Circle Acceptable Use Policy, the Circle Privacy Policy, the Circle Cookies Policy, and any other policies that Circle designates as applicable to the Services or the Partner Program, as Circle may publish or update from time to time.

h. “Confidential Information” means any non-public information disclosed by one Party to the other that is marked or identified as confidential or proprietary, or that a reasonable person would understand to be confidential under the circumstances, including the terms of this Agreement.

i. “Consumer End User” means an End User who is a natural person acting for purposes which are outside his or her trade, business, craft or profession, within the meaning of Article 2(1) of Directive 2011/83/EU on consumer rights and Article 2(b) of Council Directive 93/13/EEC on unfair terms.

j. “Consumer Protection Requirements” means all legal Requirements protecting consumers that apply to the Partner Program or the Services, including, among others, Directive 93/13/EEC on unfair terms, Directive 2011/83/EU on consumer rights, Directive 2005/29/EC on unfair commercial practices, Directive (EU) 2019/770 on digital content and digital services, Directive 2013/11/EU on consumer alternative dispute resolution, Directive (EU) 2020/1828 on representative actions, as implemented as the case may be in each Member State.

k. “Direct Model” means each End User holds a Digital Asset Account directly with Circle and Supported Digital Currencies settle directly to the applicable End User. 

l. “Documentation” means the resources and materials related to the Services that Circle makes available to Partner through Circle’s support pages or developer portals.

m. “End User” means a customer of Partner to whom Partner makes the Digital Asset Account Services available through the Partner Program.  

n. “End User Terms” means Circle’s Digital Asset Account User Agreement and any related terms, policies and disclosures that Circle requires each End User to accept in connection with the End User’s access to and use of a Digital Asset Account and the Digital Asset Account Services, as such terms may be updated by Circle from time to time.

o. “Fees” means the amounts payable as set out in the Digital Asset Account Partner Fee Schedule or otherwise payable to Circle for any Services provided in connection with this Agreement.

p. “Force Majeure Event” means an event or circumstance beyond the reasonable control of a Party.

q. “Implementation Approval” has the meaning set forth in Section 2(e).

r. “Initial Term” means the period from the Effective Date through the first one-year anniversary of the Effective Date.

s. “Insolvent” means the occurrence with respect to a Party of any of the following: (a) ceasing or threatening to cease to conduct business in the ordinary course; (b) entering into any arrangement, composition or assignment for the benefit of creditors; (c) becoming unable to pay debts as they fall due; (d) appointment of a liquidator, receiver, administrator, trustee or similar official; (e) the making of an application or order, or passing of a resolution, for winding up; or (f) anything analogous in any jurisdiction.

t. “KYC/KYB Obligations” means the know-your-customer, know-your-business, and identity-verification obligations specified under applicable AML-CFT Requirements, including those described in Exhibit A.

u. “Legal Requirement” means all applicable European Union law and the laws, statutes, regulations, orders, judgments, rules, policies, opinions and guidelines of France, issued by any Regulatory Authority, including among others Regulation (EU) 2023/1114 (MiCA), Directive (EU) 2015/2366 (PSD2), Directive 2009/110/EC, Regulation (EU) 2022/2554 (DORA), the AML-CFT Requirements, the Privacy Laws, the Consumer Protection Requirements, Sanctions, anti-corruption laws (including the OECD Anti-Bribery Convention), as implemented as the case may be in each Member State, and the Circle Policies (as incorporated under Section 2(f)).

v. “On-Chain Transfer” means the transmission of Supported Digital Currencies to an on-chain address via a supported blockchain network.

w. “Operating Model” Direct Model.

x. “Person” means any natural person, entity or governmental authority.

y. “Policies” means the Circle Policies.

z. “Privacy Laws” means all Legal Requirements concerning privacy, data security or data protection that apply to the Parties’ activities under this Agreement, including Regulation (EU) 2016/679 (the “GDPR”) and Directive 2002/58/EC as implemented as the case may be in each concerned EU Member State.

aa. “Program Data” means Partner Data and User Transaction Data.

bb. “Regulatory Authority” means any governmental or regulatory authority, court, agency or other body with jurisdiction over a Party or the Services.

cc. “Restricted Territory” means any country, region or territory subject to comprehensive Sanctions.

dd. “Sanctions” means any Legal Requirement imposing sanctions, restrictive measures, restrictions or prohibitions adopted or enforced by the European Union (including measures adopted pursuant to Article 215 of the Treaty on the Functioning of the European Union), by the United Nations Security Council, or by the competent authority of any Member State (including, in France, the Direction Générale du Trésor).

ee. “Sanctions Target” means any Person that is (a) listed on any designated-persons list maintained by a Regulatory Authority pursuant to Sanctions; (b) organized, located, or resident in a Restricted Territory; or (c) otherwise the target of Sanctions such that dealings with that Person are prohibited.

ff. “Security Breach” means any actual or reasonably suspected unauthorized access to, use, or disclosure of Program Data, User Personal Data, or other information protected under this Agreement.

gg. “Service Provider” means any third party engaged by a Party to perform services in connection with this Agreement.

hh. “Selected Model” means the Operating Model selected by Partner, whether at acceptance, via an Order Form, or during registration.

ii. “Services” means the Digital Asset Account Services, the Circle API, and the Partner Portal, as further described in Section 2.

jj. “Supplemental Terms” means any operational, technical, compliance, pricing, brand or other terms that Circle publishes from time to time and designates as applicable to the Services or the Partner Program.  Supplemental Terms are incorporated into this Agreement by reference upon publication or such later date as Circle specifies.

kk. “Supported Digital Currencies” means USDC, EURC, cirBTC and such other digital currencies (including stablecoins and wrapped digital assets) as Circle may designate from time to time as supported under the Digital Asset Account Services, in each case on the blockchain networks that Circle designates as supported.  Circle may add, suspend, or remove Supported Digital Currencies or supported networks upon notice to Partner.

ll. “Taxes” means State or foreign taxes of any kind (including value added tax, goods and services tax, sales and use tax, and similar transaction taxes), but excluding taxes on Circle’s net income.

mm. “Term” means the Initial Term and any Renewal Term.

nn. “Transaction” means any transaction performed using the Services, including a Mint, a Burn / redemption, an On-Chain Transfer, and any other Service-related activity.

oo. “User Personal Data” means Personal Data (as defined under applicable Privacy Laws) relating to End Users that is provided to, or collected by, Circle in connection with the Services.

pp. “User Transaction Data” means data (including Personal Data) about End Users collected during the period Circle provides Services to Partner.

2. Provision of Services

Subject to the terms of this Agreement, Circle will provide the Services to Partner from and after the Effective Date.  Circle is only required to provide the Services in respect of Partner’s business as described in Partner’s registration with Circle and only to the extent permitted by applicable Legal Requirements.  Partner must obtain Circle’s prior written consent (email sufficient) before materially changing the products or services it sells or making material changes to its integration following Implementation Approval.

(a)  Digital Asset Account Services

Subject to this Agreement, Circle will enable the provisioning and operation of custodial digital asset accounts (each, a “Digital Asset Account”) via the Circle API for use by eligible End Users (the “Digital Asset Account Services”), as follows:

Circle operates through the Direct Model under which each eligible End User opens and operates its own Digital Asset Account directly with Circle, accessed through Partner’s interface, and Supported Digital Currencies settle directly to the applicable End User’s Digital Asset Account.

Each Digital Asset Account permits the applicable End User, through Partner’s interface, to: (i) hold a balance of Supported Digital Currencies attributed to such End User on Circle’s internal ledger; (ii) mint Supported Digital Currencies through Circle’s minting infrastructure by converting eligible fiat currency (a “Mint”); (iii) burn or redeem Supported Digital Currencies through Circle’s redemption infrastructure into fiat currency (a “Burn”); and (iv) send Supported Digital Currencies to and receive Supported Digital Currencies from on-chain addresses via supported blockchain networks (an “On-Chain Transfer”).  The Digital Asset Account Services support the Supported Digital Currencies.  Circle may also make available additional services in connection with the Digital Asset Accounts, including wrapping services, treasury or yield services, and payment processing services, in each case subject to such Supplemental Terms or other service-specific terms as Circle specifies.  

(b)  Circle API; License to Use

Circle will make available to Partner one or more Circle APIs through which Partner may access and use the Digital Asset Account Services and enable its End Users to access and use the Digital Asset Account Services through the Partner Program, in accordance with the Documentation and the limits set forth in this Agreement.  Subject to the terms of this Agreement, Circle grants Partner a limited, non-exclusive, non-sublicensable, non-transferable, revocable license during the Term to electronically access and use the Circle APIs solely for the purposes set forth in this Agreement.  Partner may not (i) claim or register ownership of any rights in the Circle APIs; (ii) sublicense, sell, rent, lease, or otherwise transfer any rights granted in this Section; (iii) reverse engineer, decompile, or attempt to derive source code from the Circle APIs (except to the extent applicable Legal Requirement prohibits such restriction); (iv) export the Circle APIs to a Sanctions Target or any Restricted Territory; (v) use the Circle APIs in any manner that violates this Agreement, the Documentation, or any Legal Requirement; or (vi) attempt to do any of the foregoing.  All right, title and interest in and to the Services, the Circle APIs, all related technology, and any improvements thereto remain with Circle and its licensors.  Partner’s access to the production environment of the Circle APIs is conditioned on receipt of Implementation Approval under Section 2(e).

(c)  Account Registration; Authorized Partner Individuals

To access the Services, Partner must register with Circle and provide current, complete and accurate information about its legal entity, beneficial ownership, controlling parties, business activities, contact information, and such other items as Circle reasonably requires for identity verification and AML/CFT, fraud and sanctions screening.  Partner will promptly notify Circle of any material change to the foregoing.  Only Authorized Partner Individuals may access and use the Services; each must use the access credentials (“Log-in Credentials”) Circle issues and may not share them.  Partner is responsible for (i) maintaining the confidentiality and security of all Log-in Credentials, account names, user IDs, passwords, PINs, and other access codes used to access the Services; (ii) all activities occurring under its account or Log-in Credentials, whether or not authorized; and (iii) notifying Circle promptly of any actual or suspected compromise of, or unauthorized access to, its account or Log-in Credentials.  Circle may, from time to time, request additional information or review or update existing information as needed to comply with Legal Requirements; failure to timely provide such information may result in suspension of the Services or closure of Partner’s account.  Partner may not maintain more than one account for the same business or use multiple accounts to circumvent restrictions placed on its account.  End Users access the Digital Asset Account Services through Partner’s interface using credentials issued and managed by Partner; Partner’s systems transmit End User-authorized instructions to Circle through the Circle API.  Circle does not issue credentials to, or separately authenticate, End Users.

(d) Partner Portal

Circle may make available a web-based interface (the “Partner Portal”) through which Partner may view activity performed by Circle in connection with the Digital Asset Account Services, including the End Users onboarded through Partner and their onboarding and account status, KYC/KYB status, Digital Asset Account balances, Transaction activity and history, and Fees, together with such other information as Circle makes available.

(e)  Implementation Approval; Go-Live

Partner will not launch the Partner Program, on-board any End User, or use the Circle APIs in production until Circle has reviewed Partner’s integration, end-to-end user flow, disclosures, and compliance controls and has issued written approval to launch (an “Implementation Approval”); email from Circle’s designated approver is sufficient.  Production credentials will not be issued, and Circle has no obligation to support production use, prior to Implementation Approval.  Partner will not make material changes to its integration, user flow, branding, or End User-facing disclosures after Implementation Approval without Circle’s prior written consent (email sufficient).  Implementation Approval is given only for the implementation reviewed; it is not a representation or warranty by Circle that Partner’s implementation complies with Legal Requirements, and Partner remains solely responsible for compliance with Legal Requirements applicable to its business and interfaces.

(f)  Acceptable Use; Policies

Partner will, and will cause its End Users and its Service Providers to, comply with all Legal Requirements and with the Circle Policies in connection with use of the Services.  Without limiting the foregoing, Partner will not (and will not permit any End User or third party to): (i) interfere with, disrupt, damage, or gain unauthorized access to the Services or Circle’s systems, networks, or data; (ii) engage in any criminal, fraudulent, deceptive, abusive, or other unlawful activity; (iii) make the Services available to, or use the Services for the benefit of, anyone other than Partner and its eligible End Users; (iv) act as a service bureau or pass-through agent for the Services without adding value to its End Users; (v) reverse engineer, copy, frame, scrape, or create derivative works based on the Services except as expressly permitted; or (vi) impose an unreasonable load on the Services or work around any technical limitation or usage limit.  The Circle Policies are incorporated into this Agreement by reference.  Circle may update the Circle Policies from time to time; updates become effective upon posting (or such later date as Circle specifies), subject to Section 5(e).  If any provision in a Circle Policy conflicts with this Agreement, this Agreement controls.

(g)  User Wallet Information

The Partner will transmit to Circle, at the direction of each End User and as collected through Partner’s interface, the public wallet address and any other information reasonably requested by Circle (“User Wallet Information”) needed to mint, burn, or transmit Supported Digital Currencies for such End User.  The End User Terms require each End User to authorize the provision of its User Wallet Information to Circle and to authorize Circle to execute the applicable Transaction.  Partner represents and warrants that it will transmit User Wallet Information and Transaction instructions to Circle as authorized and entered by the applicable End User, without alteration.  Circle is entitled to rely conclusively on the User Wallet Information and Transaction instructions Partner transmits and has no obligation to verify their accuracy, ownership, or suitability.  Circle is not responsible for the accuracy or authenticity of any account number, wallet address, beneficiary identifier, network designation, memo or other identifier included in any Transaction instruction submitted through the Circle API.  As between Circle and Partner: (i) Partner is responsible for transmitting instructions accurately as authorized by the applicable End User; and (ii) the applicable End User is responsible, under the End User Terms, for the amount and consequences of each Transaction it authorizes, including where a Transaction settles to an unintended recipient based on identifiers the End User provided.  Circle credits or settles the Supported Digital Currencies resulting from each Transaction directly to the applicable End User’s Digital Asset Account, and Partner does not receive, hold, or take custody or control of those Supported Digital Currencies or of any End User funds. Nothing in this Section limits or derogates from the rights of a Consumer End User under Articles 71 to 76 of Directive (EU) 2015/2366, under Articles 70, 75 and 82 of MiCA, or under any other mandatory provision of the Consumer Protection Requirements, nor from Circle’s liability towards End Users under the End User Terms.

3. Partner Obligations

(a)  Access Requirements

Partner is responsible for obtaining and maintaining the hardware, software, communications capability, encryption capability and trained personnel needed to access and use the Services, and for protecting its systems against viruses and other unwanted functionalities.  Partner is solely responsible for selecting the Services it needs, for the accuracy and adequacy of the data it provides, and for the results of using the Services in the operation of its business.  Partner agrees to use ordinary care in using the Services.

(b)  Operating Procedures

If Circle provides Partner with written or electronic instructions, operating procedures, input or transmission formats, incoming work specifications, deadlines or cutoff times, transaction limits, or other limitations or requirements relating to use of the Services (collectively, “Operating Procedures”), Partner will comply with those Operating Procedures and understands that Circle may reject or be unable to process work that does not comply.  Circle may change the Operating Procedures with reasonable prior notice (or, where Circle determines immediate action is necessary to mitigate fraud, security, or regulatory risk, without prior notice).

(c)  Associations

To the extent the Services involve payment systems, clearing or settlement systems or payment schemes, including TARGET2/T2, TIPS, STEP2, CORE(FR) or the SEPA schemes administered by the European Payments Council (collectively, the “Associations”), Partner agrees that the Services are provided subject to the rules, regulations and guidelines of the Associations, and Circle is not responsible for the acts or omissions of any Association or any other participant in an Association, save for its own fault. Circle’s rights and remedies under this Agreement are in addition to, and not in lieu of, its rights and remedies under the Association rules.

(d)  Tier-1 End User Support

Partner is responsible for providing tier-1 customer support to its End Users, including responding to End User inquiries about account access, Partner’s interface, Transaction status, and Partner-Program-level matters.  Circle has no direct support obligation to End Users.  Partner will escalate to Circle, through the channels and within the timeframes specified in the Documentation, any inquiry that requires Circle action, including suspected fraud, compliance issues, balance discrepancies, or unresolved Transaction errors.  Partner has no authority to, and will not purport to, perform core or high-risk operations, including reversing a Mint or Burn, releasing frozen funds, overriding a compliance decision, or modifying risk or Transaction limits, each of which Circle performs in its discretion.  For matters beyond Partner’s tier-1 scope, Partner will gather and validate the necessary context and evidence before escalating to Circle.  Where Circle requires additional information (for example, for compliance), Partner will receive the applicable request or webhook, collect the required information from the End User, and return it to Circle through the Circle API.  Circle is engaged only for the specific escalations described in this Section and the Documentation, such as liquidity issues, compliance holds, and complex technical recoveries.

(e)  Losses

Under the Direct Model: Where Circle incurs a loss caused by Partner’s acts, omissions, breach, or interface (including inaccurate transmission of instructions), or by Partner’s Service Providers, employees, or agents, Partner will be financially liable for such loss.  The amount and settlement consequences of Transactions authorized by an End User are the responsibility of the applicable End User under the End User Terms.  Circle may require Partner to pay any such loss to Circle within five (5) business days of demand.

(f)  Partner’s terms and conditions

Partner is required to ensure that End Users agree to its own terms and conditions as the case may be in compliance with Legal Requirements and Circle will not be held liable in any way in this regard.

(g)  Conflicts of interests

Partner undertakes to take all necessary measures to effectively identify and manage any conflicts of interest that may arise with respect to End Users.

To this end, Partner undertakes to establish, maintain, and implement a clearly defined and regularly updated conflict-of-interest management policy. This policy must enable the identification, prevention, and, where necessary, management of situations likely to create a conflict of interest, particularly those that could pose a significant risk of harming the interests of one or more End Users.

The Partner must also ensure that control and escalation mechanisms are in place to promptly address any conflict of interests situation and inform Circle and End Users of any identified conflict. This policy must be communicated to all of Partner’s employees, who must receive regular training to understand its implications and comply with it.

4. End User Terms; Data, Consents and Privacy

‍(a)  End User Terms; Click-Through Acceptance

Partner will surface the End User Terms to each prospective End User through Partner’s interface and require each End User to affirmatively accept the End User Terms (by click-through or other electronic affirmative-assent mechanism acceptable to Circle) as a condition to provisioning a Digital Asset Account.  For each acceptance, Partner will transmit to Circle through the Circle API a record of acceptance that includes, at a minimum, the End User identifier, the version of the End User Terms accepted, the timestamp of acceptance, and the IP address from which acceptance was made.  Partner will not modify, paraphrase, summarize, or surface the End User Terms in a manner that misstates them or impairs their enforceability, and will promptly re-prompt End Users for acceptance when Circle updates the End User Terms and notifies Partner of the update and requests such re-acceptance.  When Circle updates the End User Terms, Partner will, promptly following notice of the update and at its own expense, make any corresponding updates on its side (including to its interface, integration, End User flow, and any Partner-side materials that reference or present the End User Terms) as necessary to reflect and surface the updated End User Terms and, where Circle requests, re-obtain End User acceptance.  As between the Parties, Partner is responsible for the End User onboarding experience, including all End User-facing rejection and remediation messaging. 

(b)  Consistency with End User Terms

Partner will ensure that the terms of service, privacy policy, and any other End User-facing legal terms or disclosures it presents to its End Users in connection with the Partner Program, comply with Legal Requirements, including Article 3 of Directive 93/13/EEC, are consistent with, and do not contradict, expand, narrow, or purport to modify, the End User Terms or any rights or obligations of Circle thereunder.  As between Circle and the End User, the End User Terms control in the event of any conflict. 

Partner will further ensure that its End User-facing terms contain no term which is unfair within the meaning of Article 3 of Directive 93/13/EEC, that they are drafted in plain and intelligible language, and that they state the identity and contact details of the consumer mediator designated by Partner.

(c)  Privacy Law Compliance

Each Party will, in connection with its activities under this Agreement, comply with applicable Privacy Laws. 

Where either Party processes personal data on behalf of the other, the Parties will enter into a data-processing agreement satisfying Article 28(3) of the GDPR; where each Party determines the purposes and means of its own processing, the Parties act as independent controllers and will inform data subjects accordingly under Articles 13 and 14 of the GDPR. 

Any transfer of personal data to a third country will be made only on the basis of an adequacy decision under Article 45 of the GDPR or of appropriate safeguards under Article 46, including the Commission standard contractual clauses, together with a transfer impact assessment. 

Partner acknowledges and agrees that Circle may disclose Program Data to its Affiliates, Service Providers, payment processing partners, and other vendors as Circle determines necessary or appropriate to provide the Services, manage risk, or comply with Legal Requirements, in each case in accordance with the Circle Privacy Policy and subject to the GDPR.

(d)  Partner Consents and Notices

Partner represents, warrants and covenants that it has and will at all times maintain: (i) all necessary rights, lawful bases, and (where required) consents under applicable Privacy Laws to collect User Personal Data from End Users, to share such User Personal Data with Circle (including in connection with KYC/KYB Obligations and the transmission of fraud and risk signals under Section 4(e)), and to enable Circle to Process such User Personal Data for the purposes contemplated by this Agreement; and (ii) clear and complete privacy notices to End Users that (A) inform End Users of the disclosure of their data to Circle in connection with the Services, (B) explain that Circle processes such data both as a processor on Partner’s behalf and as a controller in accordance with the Circle Privacy Policy, and (C) provide a link to the Circle Privacy Policy.

(e)  Fraud and Risk Signals

Partner will promptly provide to Circle, upon Circle’s request and in the format Circle reasonably specifies, such fraud, risk, device, behavioral, geolocation, IP, and session-integrity signals as Circle requires to monitor, investigate or mitigate fraud, security, sanctions, or other risks in connection with the Services, End Users, or the Partner Program.  Partner will obtain all consents and provide all notices to End Users required to enable the collection, transmission and use of such signals.

(f)  Safeguards

Partner will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of the data it holds in connection with the Services, including measures designed to prevent unauthorized access, use, modification or disclosure.  Partner will promptly notify Circle of any Security Breach involving its systems and will reasonably cooperate (at its own expense) in the investigation and remediation of any suspected unauthorized use of the Services or Security Breach.

As applicable, the Parties have entered into a separate DORA agreement, which set forth the obligations of the Parties in compliance with DORA.

(g)  Consumer End Users

Where an End User is a Consumer End User, the Partner shall, prior to the End User becoming bound by any agreement, comply with all distribution and consumers Legal Requirements, including, without limitation and as applicable: (i) providing all pre-contractual information required by applicable law; (ii) complying with any applicable right of withdrawal or cooling-off period; and (iii) presenting the End User Terms in the applicable language, using plain and intelligible language ; (iv) prohibiting unfair terms and misleading or aggressive commercial practices, including in all advertising and marketing of the Partner Program; (v) complying with the designation of a consumer mediator and the handling of complaints under applicable Legal Requirements ; and (vi) providing the accessibility requirements applicable to consumer banking services and e-commerce under Directive (EU) 2019/882.  Partner acknowledges that it is aware of and understands all Legal Requirements applicable to it.  Partner will not present, market or operate the Partner Program in a manner that would cause Circle to breach any Consumer Protection Requirement.  Nothing in this Agreement operates to exclude, limit or transfer any right, remedy or protection conferred on a Consumer End User by mandatory European Union or French law, and any provision of this Agreement which would have that effect shall be construed so as not to apply to Consumer End Users.

5. Circle’s Account-Management Rights

(a)  Transaction Limits

The Services and each Digital Asset Account are subject to transaction, balance, velocity and exposure limits that Circle establishes from time to time at the program, Partner, End User and Transaction levels.  Circle may decrease any such limit, or impose new limits, upon reasonable prior notice, except where immediate action is required to mitigate fraud or regulatory risk (in which case Circle may act without prior notice).  

(b)  Restrictions on Transactions; No Obligation to Execute

Circle has no obligation to accept or execute any Transaction instruction and may refuse, limit, condition, suspend or reverse any Transaction or any portion of the Services that Circle believes: (i) may violate this Agreement, any Legal Requirement, or any obligation Circle owes to a Regulatory Authority, payment processing partner, or financial institution; or (ii) exposes Circle, Partner, an End User or others to risks unacceptable to Circle (including fraud, security, sanctions, reputational or financial risks).  Circle may provide Partner with notice (which may be programmatic, via the Circle API) of rejection of any Transaction instruction, but is not obligated to do so.  If Circle accepts a Transaction instruction submitted through the Circle API consistent with this Agreement, that instruction is effective and binding as an authorized instruction of the applicable End User transmitted by Partner, whether or not actually authorized within Partner’s organization or by the applicable End User, and neither Partner nor the applicable End User has the right to cancel or amend a Transaction instruction after Circle receives it.  The above requirements shall not deviate from provisions relating to End User’s consent set out under MiCA and Directive (EU) 2015/2366 (PSD2).

Circle may share information related to Transactions or End Users with appropriate financial institutions, Regulatory Authorities, or law enforcement agencies as consistent with Circle’s legal obligations.

(c)  Monitoring; Right to Freeze, Suspend or Close

All activities subject to Circle’s control are subject to Circle’s monitoring.  Circle may, in its sole discretion and at any time without prior notice, freeze, suspend, restrict, or close any Digital Asset Account, reject or reverse any Transaction (to the extent technically possible), or terminate any End User’s access to the Digital Asset Account Services, in each case where Circle determines such action is appropriate to comply with Legal Requirements, manage risk (including fraud, security, or reputational risk), respond to a Regulatory Authority or payment processing partner direction, or enforce the Circle Policies or the End User Terms.  

(d)  Set-Off

Circle is authorized, without prior notice and both before and after demand, to set off the whole or any part of Partner’s liabilities or amounts payable to Circle (including Fees), whether present or future, actual or contingent, liquidated or unliquidated, against any sums Circle holds for the account of Partner, under this Agreement or any other agreement between Circle and Partner. This right of set-off does not extend to, and Circle will not set off against, any funds, electronic money or crypto-assets held for the account of an End User, which are segregated and do not form part of Circle’s estate in accordance with Articles 70 and 75 of MiCA. Circle will notify Partner of any exercise of set-off promptly thereafter.  

For this purpose, Circle may convert any currency or digital asset at then-prevailing exchange rates and may set off the amount it estimates in good faith as the liquidated value of any contingent or unliquidated liability.  

These rights are without prejudice to, and in addition to, any other rights or remedies available to Circle.

(e)  Service Adjustments; Modifications; Termination on Notice

Circle may modify this Agreement, the Circle Policies, the End User Terms, the Digital Asset Account Partner Fee Schedule, the Documentation, or the Services at any time on notice (which may be by email, by posting an updated version, or by another reasonable means).  Partner’s continued access to or use of the Services after the effective date of any modification constitutes acceptance of such modification.  If Partner does not accept a modification, its sole and exclusive remedy is to cease using the Services and terminate this Agreement by written notice to Circle prior to the effective date of the modification; thereafter the modified terms apply.  Circle will not be liable to Partner or any End User for any modification, suspension, discontinuation or termination effected in accordance with this Agreement. As required by Legal Requirements, including unfair terms prohibitions, Circle may require compliance with an appropriate notice period prior to the effective date of the proposed amendment.

6. Fees and Taxes

(a)  Fees

Partner will pay Circle the Fees set forth in a separate fee schedule (the “Digital Asset Account Partner Fee Schedule” or “Fee Schedule”).  The Fee Schedule sets out all fees and pricing terms applicable to the Services, including the monthly minimum subscription fee, the fiat on-/off-ramp (Mint / Burn) fees, the on-chain transfer fees, the per-sub-account fee, the foreign exchange spread, and the pass-through network (gas) fees, together with the related billing mechanics (including that activity-based Fees accrue against, and are credited toward, the subscription fee; that Partner pays the greater of the subscription fee or the sum of accrued activity-based Fees unless otherwise agreed by the Parties; and that network Fees do not credit against the subscription fee and are excluded from any liability cap that references Fees).  Upon acceptance by the Parties via the Services, the Fee Schedule is incorporated into and forms part of this Agreement.  Circle will invoice Partner monthly in arrears in euros.  Partner will pay each invoice within thirty (30) days of the invoice date, which period may not exceed the maximum period of payment provided by Legal Requirements.  Late, undisputed amounts may bear interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, and in any event not less than three times the French legal interest rate, together with the fixed indemnity for recovery costs of forty (40) euros per invoice, without prejudice to additional compensation on justification.  Circle may suspend the Services if undisputed amounts are overdue by thirty (30) days or more.  Circle may, on prior written notice (email sufficient), migrate the Fee Schedule to a linked Circle pricing page; pricing changes are otherwise governed by Section 5(e).

(b)  User Fees

Partner may set and collect fees from its End Users in connection with the Partner Program (“User Fees”).  User Fees are a matter solely between Partner and its End Users, and Circle charges and invoices the Fees to Partner under Section 6(a) independently of, and without offset against, any User Fees.  Partner’s User Fees, and their disclosure to End Users, must comply with all Legal Requirements and the Circle Policies.  Circle may prohibit any User Fee that does not so comply or that creates reputational risk to Circle.

(c)  Taxes

Amounts payable to Circle are exclusive of Taxes.  Partner is responsible for, and will pay, all Taxes arising in connection with Partner’s payment to Circle or use of the Services, other than Taxes on Circle’s net income. As required, value added tax will be applied in accordance with Directive 2006/112/EC and each Party will provide the other with its VAT identification number and with any certificate required to apply an exemption or a reverse-charge mechanism.

7. Intellectual Property; Brand; Publicity

(a)  Reservation of Rights; Feedback and Ideas

Except for the limited license granted in Section 2(b), Circle and its licensors reserve all rights in the Services, the Circle APIs, the Partner Portal, the Documentation, and all related technology and content.  No rights are granted by implication, estoppel, or otherwise.  Partner may from time to time submit suggestions, comments, or other feedback regarding the Services (“Ideas”).  Circle may use any Idea without restriction or compensation.  Partner hereby assigns to Circle all right, title and interest in and to any Idea Partner submits, and will, at Circle’s expense, provide assistance reasonably requested to perfect such assignment.

(b)  Circle Marks

“Circle,” “USDC,” “EURC,” and other Circle names, logos, and marks (the “Circle Marks”) are trademarks of Circle or its licensors.  Except as expressly permitted in this Agreement or with Circle’s prior written consent, Partner may not use any Circle Mark.

(c)  White Label; Powered by Circle

The Digital Asset Account Services are made available to End Users on a white-labeled basis under Partner’s own brand.  Partner will, if and when requested by Circle (and only in accordance with Circle’s then-current brand guidelines), identify the Digital Asset Account Services as “Powered by Circle,” “in partnership with Circle,” or with such other Circle attribution as Circle specifies.  Any attribution license granted to Partner under this Section is non-exclusive, royalty-free, non-transferable, and revocable upon notice from Circle, and Partner will promptly add, modify, or remove the attribution as Circle directs. All goodwill arising from any use of the Circle Marks will inure to the benefit of Circle.

(d)  Publicity

Circle may publicly identify Partner as a Circle customer on its website, in marketing materials, and in customer lists, including by use of Partner’s name and logo.  Neither Party will imply any untrue sponsorship, endorsement, or affiliation.  Any joint marketing materials require mutual prior written agreement.

8. Term and Termination

(a)  Term and Auto-Renewal

This Agreement commences on the Effective Date and continues for the Initial Term unless earlier terminated.  At the end of the Initial Term and each Renewal Term, the Agreement will automatically renew for an additional one-year period (each a “Renewal Term”), unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the then-current Term.

(b)  Termination by Partner

Partner may terminate this Agreement upon written notice to Circle if (i) Circle commits a material breach of this Agreement that, if curable, is not cured within sixty (60) days following written notice of such breach; (ii) Circle becomes Insolvent; or (iii) Partner is required to terminate under a Legal Requirement.

(c)  Termination by Circle

Circle may terminate this Agreement (or any Service hereunder) for any reason or no reason upon fifteen (15) days’ prior written notice to Partner.  In addition, Circle may terminate or suspend this Agreement, in whole or in part, immediately upon written notice if: (i) Partner commits a breach of Section 2(d), 2(e), 2(f), or 6(a); (ii) Partner commits a material breach of any other obligation that, if curable, is not cured within thirty (30) days following written notice; (iii) Partner becomes Insolvent, or any event occurs that, in Circle’s reasonable judgment, materially adversely affects Partner’s ability to meet its current or future obligations; (iv) Partner ceases or threatens to cease a material part of its business (other than in connection with a solvent reorganization); (v) Circle is required to do so under a Legal Requirement or by direction of a Regulatory Authority or payment processing partner, or Circle reasonably believes any Transaction, this Agreement, or Partner’s activities may be contrary to a Legal Requirement or to Sanctions; or (vi) any license, permission, or authorization required for Partner’s business is withdrawn or terminated.  

Circle will not be liable to Partner or any End User for any termination effected in accordance with this Section.

(d)  Effects of Termination

Upon termination or expiration of this Agreement: (i) all rights and obligations cease, except those that by their nature survive (including obligations under Sections 1, 4, 5(d), 6, 7, 9, 10, 11, 12, 13, 14, 15 and 16); (ii) if Circle terminates for Partner’s breach, Partner will pay any unpaid Fees that would have been due through the end of the then-current Term; and (iii) Partner will continue to pay all Fees accrued through the effective date of termination, plus any Fees accrued during the Wind-Down Period.

Any termination will be implemented so as to preserve the rights of Consumer End Users, including their right to obtain the return or redemption of the assets held in their Digital Asset Accounts.

(e)  Wind-Down of End User Accounts

Upon any termination or expiration of this Agreement (other than a termination by Circle for a Legal Requirement or regulatory direction, in which case Circle may instruct an accelerated wind-down), Partner will, within six (6) months from the effective date of termination (the “Wind-Down Period”), migrate each End User and each Digital Asset Account to an alternative provider, close such Digital Asset Account, or otherwise off-board the applicable End User from the Digital Asset Account Services.  During the Wind-Down Period, Partner will (i) bear sole responsibility for End User communications, migration logistics, and operational off-boarding; (ii) facilitate the withdrawal or transfer of Supported Digital Currency balances by End Users prior to account closure; and (iii) continue to comply with this Agreement.  Circle’s sole obligation during the Wind-Down Period is to provide commercially reasonable cooperation with the orderly off-boarding of End Users (which does not require Circle to develop new functionality, accept new End Users, or extend access beyond the Wind-Down Period), and Circle’s provision of any cooperation or continued access during the Wind-Down Period is conditioned on Partner’s continued payment of Fees for the Wind-Down Period. 

9. Professional secrecy and Confidentiality

Each Party is bound by professional secrecy with respect to all Confidential Information and undertakes to ensure that all Confidential Information provided by the other Party is used solely for the purposes of this Agreement.

Each Party will (i) maintain the other Party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care); (ii) not disclose the other Party’s Confidential Information to any third party other than its Service Providers, employees and consultants who have a bona fide need to know and who are bound by use- and non-disclosure restrictions at least as protective as those in this Agreement; and (iii) not use the other Party’s Confidential Information except for the purposes of this Agreement.  The obligations in this Section do not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known prior to disclosure; (c) is rightfully acquired from a third party without restriction; or (d) is independently developed without use of the other Party’s Confidential Information.  

A Party may disclose Confidential Information to the extent required by a Legal Requirement, provided that, where lawful, it gives prompt notice and reasonable cooperation in seeking a protective order.  

Upon termination, each Party will, at the other’s election, return or destroy the other’s Confidential Information, subject to retention for compliance purposes or in connection with disputes.

10. Regulatory Compliance

Partner will, at all times, remain compliant with all Legal Requirements applicable to its business and the Partner Program, including AML-CFT Requirements.  As between Partner and Circle, Circle is the system of record for KYC/KYB and customer-due-diligence determinations on End Users under the Digital Asset Account Services.  Partner will (i) collect from each prospective End User the KYC/KYB information and documentation Circle reasonably specifies and transmit it to Circle through the Circle API before such End User uses the Services, in accordance with Exhibit A, and (ii) perform such ongoing monitoring of its End Users’ activity in relation with the Services as may be required by Legal Requirements applicable to Partner or as Circle reasonably requests.  Partner will not use the Services with, or for the benefit of, any Sanctions Target, and will promptly suspend or terminate any End User identified by Partner or Circle as a Sanctions Target.  Partner will promptly notify Circle (to the extent permitted by Legal Requirement) of any End User engaging in fraudulent, unlawful, deceptive or abusive activity.  Nothing in this Section prevents Circle from collecting information directly from End Users where Circle deems it necessary to manage risk or comply with Legal Requirements.

Each Party certifies that, as of the date of signature of this Agreement, neither it nor its directors, officers, or employees has, to the best of its knowledge, participated in any act of corruption, and undertakes to take all reasonable measures (at a minimum, in accordance with applicable laws and regulations) to prevent, throughout the term of this Agreement, any act or conduct of this nature.

The Parties agree that, throughout the term of this Agreement, they will take all reasonable measures to ensure that subcontractors, sales agents, or other third parties (intermediaries, consultants, etc.) with whom they enter into regular or significant business relationships:

-    do not contribute to the commission of an act of corruption; and

-    comply with the laws designed to combat corruption.

If one Party provides evidence that the other Party has failed to fulfill its obligations under this clause (or under regulations designed to combat corruption), it shall notify the other Party and require it to take the necessary corrective measures within a reasonable time.

11. Audit

Partner will reasonably cooperate with, and submit to, any examination, inquiry, information request, or site visit required by any Regulatory Authority or payment processing partner with audit or supervisory authority over Circle or its Service Providers, to the fullest extent requested.  In addition, no more than once in any twelve-month period (except as deemed necessary by Circle to monitor compliance with KYC/KYB Obligations or other Legal Requirements), Circle may, at its expense, audit Partner’s use of the Services and performance under this Agreement.  If an audit reveals any breach by Partner or any End User of this Agreement, the Circle Policies, the End User Terms, or any Legal Requirement, Partner will pay the costs Circle incurs in connection with such audit.

12. Representations and Warranties

(a)  Mutual

Each Party represents and warrants that (i) it has the power and authority to enter into this Agreement and perform its obligations; (ii) execution and performance will not violate any agreement to which it is a party; and (iii) it will require its employees, Service Providers, contractors and agents to act consistently with this Agreement.

(b)  Partner

Partner further represents, warrants and covenants that (i) it will obtain all consents required from End Users for the use of any User Personal Data and User Transaction Data hereunder; (ii) it will not use the Services in any fraudulent, unlawful, deceptive or abusive manner; (iii) its performance, its agreements with End Users, and its End User-facing disclosures and privacy policies are and will remain compliant with Legal Requirements and consistent with this Agreement; (iv) neither Partner nor (to its knowledge) any End User is a Sanctions Target; and (v) it will not engage in Transactions involving or benefitting any Restricted Territory or Sanctions Target.

13. Disclaimers; Limitation of Liability

(a)  Disclaimer

Circle will provide the Services with the professional diligence and skill reasonably to be expected of a crypto-asset service provider and in conformity with this Agreement and the Documentation, and will comply with its obligation of delivery in conformity.

Save as set out in this Agreement and to the extent permitted by Legal Requirement gives no other warranty, express or implied, and does not warrant that the Services will be uninterrupted, error-free or secure, or as to the results that may be obtained from their use. This Section does not exclude or limit any warranty or remedy which may not lawfully be excluded or limited, nor any right of a Consumer End User under Directive (EU) 2019/770 .

(b)  No Liability for Partner’s Acts and Omissions

Circle is not liable for any failure to perform, or any defective or delayed performance, to the extent caused by: (i) Partner’s or any End User’s acts, omissions, breach, or instructions; (ii) a suspension or modification permitted under this Agreement; (iii) Circle’s compliance with a Legal Requirement; or (iv) any deferment, withholding, or deduction in connection with the Services.

(c)  Allocation of Money-Movement Responsibility

Under the Direct Model, as between Circle and Partner, Circle is responsible for the custody, internal-ledger execution, and on-chain dispatch of Transactions performed on Circle’s infrastructure in accordance with the instructions received through the Circle API; Partner is responsible for the Partner interface, for accurately transmitting End User-authorized instructions to Circle through the Circle API, and all matters within Partner’s control.  Circle credits or settles the Supported Digital Currencies resulting from each Transaction directly to the applicable End User’s Digital Asset Account; Partner does not receive, hold, or take custody or control of any Supported Digital Currencies or End User funds.  Once an On-Chain Transfer has been broadcast to the relevant blockchain network in accordance with the instruction received through the Circle API, Circle is not responsible or liable for the on-chain execution, settlement, confirmation, miner-extractable-value impacts, gas, network reorganizations, double-spends, slippage, lost or burned funds, or any other on-chain outcome.

(d)  Blockchain and Digital Currency Disclaimers

Partner acknowledges and agrees, and will ensure each End User is informed via the End User Terms or Partner’s disclosures, that: (i) blockchain networks operate independently of Circle and are not within Circle’s control; (ii) Circle is not responsible for the availability, performance, confirmation times, fee market, consensus, security, or finality of any blockchain network, or for any fork, reorganization, halt, or replay; (iii) once submitted to a blockchain network, Transactions are irreversible; (iv) Circle is not a fiduciary, an investment firm or investment adviser within the meaning of Directive 2014/65/EU, a depositary, broker-dealer or financial planner with respect to Partner or any End User, and the Digital Asset Account Services are not a deposit account, balances are not covered by a deposit guarantee scheme under Directive 2014/49/EU (including the French Fonds de Garantie des Dépôts et de Résolution) or by an investor compensation scheme under Directive 97/9/EC, and the protection of End Users derives instead from the segregation, safeguarding and liability rules of Articles 70 and 75 of MiCA and, in respect of electronic money, from Directive 2009/110/EC; (v) the value of Supported Digital Currencies may fluctuate; and (vi) Circle is not liable for losses arising from on-chain activities, third-party wallets, third-party smart contracts, or actions taken by an End User or third party on a blockchain network.

(e)  Consequential Damages

UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER OR ITS AFFILIATES FOR ANY EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DIMINUTION IN VALUE, ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATION DOES NOT APPLY TO Partner’S LIABILITY ARISING OUT OF Partner’S BREACH OF CONFIDENTIALITY OR DATA PRIVACY OBLIGATIONS, Partner’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14(a), OR Partner’S FRAUD.

(f)  Aggregate Cap

EXCEPT FOR (A) AMOUNTS PAYABLE UNDER SECTION 6, (B) Partner’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14(a), (C) Partner’S BREACH OF CONFIDENTIALITY OR DATA PRIVACY OBLIGATIONS, AND (D) DAMAGES ARISING OUT OF EITHER PARTY’S FRAUD OR GROSS NEGLIGENCE, EACH PARTY’S AGGREGATE LIABILITY UNDER OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY Partner TO CIRCLE IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCLUDING NETWORK FEES.

(g)  Carve-Outs from Aggregate Cap

Nothing in this Agreement excludes or limits a Party’s liability for (i) fraud or fraudulent misrepresentation or misconduct (“faute dolosive”) within the meaning of Article 1254 of the French Civil Code ; (ii) gross negligence (“faute lourde”) within the meaning of Article 1231-3 of the French Civil Code; (iii) death or personal injury; (iv) Partner’s obligation to pay Fees; (v) any liability owed to a Consumer End User, or arising under the Consumer Protection Requirements, which may not lawfully be limited; or (vi) any other liability that cannot be lawfully limited. 

If Partner consists of more than one Person, each is jointly and severally liable for Partner’s obligations.

14. Indemnification

(a)  By Partner

Partner will defend, indemnify, and hold harmless Circle, its Affiliates, and their respective officers, directors, employees, agents and customers from and against any claim, action or proceeding brought by a third party, and all associated losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), to the extent arising out of or relating to: (i) Partner’s breach of this Agreement; (ii) a Security Breach of Partner; (iii) Partner’s breach of any Legal Requirement (including AML-CFT Requirements and Sanctions); (iv) Partner’s violation of Section 4 (End User Terms; Data, Consents and Privacy); (v) Partner’s gross negligence or willful misconduct; (vi) any Partner interface, user flow, marketing material, disclosure or other End User-facing communication of Partner (including any alleged misrepresentation, omission, deceptive or unfair act or practice, or failure to comply with consumer-protection or advertising Legal Requirements); (vii) any instruction transmitted to Circle through the Circle API by Partner or any End User; or (viii) any claim brought by an End User against Circle to the extent arising from or related to the Partner Program, Partner’s interfaces, or Partner’s acts or omissions (excluding any portion of such claim arising solely from Circle’s breach of the End User Terms).

(b)  By Circle 

Circle will defend, indemnify, and hold harmless Partner from and against any third-party claim alleging that Partner’s use of the Digital Asset Account Services or the Circle APIs in accordance with this Agreement and the Documentation infringes that third party’s patent, registered copyright, or registered trademark (an “IP Claim”).  Circle’s obligation under this Section does not apply to the extent the IP Claim arises from or relates to: (i) Partner’s modification of the Services or its combination, integration, or use of the Services with any non-Circle products, services, technology, content, or branding (including any Partner or End User content); (ii) Partner’s use of the Services in a manner not authorized by this Agreement or the Documentation, or in violation of any Legal Requirement; (iii) Partner’s continued use of the Services after Circle has notified Partner to discontinue use or made a non-infringing alternative available; (iv) any blockchain network, smart contract, third-party wallet, or other third-party technology not provided by Circle; or (v) any Open Source Software (as defined in the Documentation).  If the Services are alleged or held to infringe, Circle may, at its option and expense: (A) procure for Partner the right to continue using the Services; (B) modify or replace the affected Services to make them non-infringing while preserving substantially equivalent functionality; or (C) terminate this Agreement or the affected portion of the Services and refund any prepaid, unused Fees for the remainder of the then-current Term.  This Section states Circle’s sole liability and Partner’s sole and exclusive remedy in respect of any IP Claim.

(c)  Procedure

The Party seeking indemnification will promptly notify the other in writing of any claim, tender sole control of the defense and settlement to the indemnifying Party (provided that no settlement that imposes any non-monetary obligation, admission of liability, or unconsented payment on the indemnified Party may be made without the indemnified Party’s consent), and reasonably cooperate at the indemnifying Party’s expense.  Failure to give prompt notice will not relieve the indemnifying Party except to the extent it is materially prejudiced.

15. Governing Law; Arbitration

This Agreement is governed by, and construed in accordance with French law. 

The Parties declare their intention to seek an amicable resolution to any dispute that may arise during the implementation of this Agreement. If an agreement cannot be reached within five (5) business days after one Party sends the other Party a letter setting forth the grounds for its complaint, any dispute arising out of or relating to this Agreement or the Services, including as to their validity, interpretation, performance or termination, shall be submitted to the exclusive jurisdiction of the of the courts within the jurisdiction of the Court of Appeal of the Paris Commercial Court (Tribunal des Activités Economiques de Paris), including in the case of multiple defendants, warranty claims, or applications for interim or protective relief. 

The Parties expressly agree that no arbitration agreement, choice of court or choice of law contained in this Agreement is enforceable against any End User and, in particular, that a Consumer End User retains the right to bring proceedings before the courts of the Member State in which he or she is domiciled and may be sued only before those courts, in accordance with Articles 17 to 19 of Regulation (EU) No 1215/2012, and retains the protection of the mandatory provisions of the law of that Member State in accordance with Article 6(2) of Regulation (EC) No 593/2008.

Miscellaneous

(a)  Notices

Notices to Circle must be in writing and sent to [email protected] (with a copy required to Circle’s Legal Department), or to such other address as Circle may designate.  Notices to Partner may be sent to the email address or postal address provided by Partner at registration, or as updated by Partner in writing.  Notice is effective upon receipt for personal or courier delivery, and one Business Day after sending by email.

(b)  Amendment

Except for modifications Circle is permitted to make under Section 5(e), this Agreement may not be modified except by a written instrument executed (or accepted by click-through) by both Parties.

(c)  Entire Agreement

This Agreement (including its Exhibits, the Digital Asset Account Partner Fee Schedule, and the incorporated Circle Policies and End User Terms) is the entire agreement between the Parties regarding its subject matter, and supersedes all prior or contemporaneous agreements, proposals, or representations on that subject matter.

(d)  Assignment

Partner may not assign this Agreement or any rights or obligations under it, by operation of law or otherwise (including in connection with a merger, change of control, or sale of substantially all of its assets), without Circle’s prior written consent.  Any attempted assignment in violation of this Section is null and void.  Circle may freely assign or subcontract its rights or obligations.  

Circle may assign this Agreement, in accordance with Article 1216 of the French Civil Code, with Partner’s consent, which is given in advance subject to Circle giving Partner sixty (60) days’ prior written notice and to the assignment not reducing the guarantees or rights available to Partner or to End Users. Partner may terminate this Agreement free of charge before the assignment takes effect if it objects to it. 

Circle may subcontract its obligations but remains liable for the acts and omissions of its subcontractors as for its own. Subject to the foregoing, this Agreement binds and benefits the Parties and their permitted successors and assigns.

(e)  Waiver; Severability

A failure or delay in exercising any right is not a waiver of that right.  

If any provision is held unlawful, unfair or unenforceable, it will be deemed unwritten (“réputée non écrite”), and the remaining provisions will remain in effect.

(f)  Force Majeure

Circle’s obligation to provide any Service is suspended during, and Circle is not liable for any non-performance or delay caused by, a Force Majeure Event.  Circle will promptly notify Partner of any Force Majeure Event affecting its performance, and the Parties will confer in good faith on what action may be taken to minimize the impact.

(g)  Relationship of the Parties

This Agreement does not create a fiduciary relationship, partnership, joint venture, agency, or relationship of trust between the Parties.  Circle is an independent contractor.  Neither Party may make any representation, warranty, or commitment on behalf of the other.

(h)  Interpretive Matters

Terms defined in the Preamble to this Agreement shall have the same meaning throughout the Agreement.

In this Agreement, unless the context otherwise requires:

• References to an “Article” or an “Exhibit”, “Appendix” or “Annex” are references to an article or an annex of this Agreement;
• References to a statute or regulation include amendments and successor provisions
• Words in the plural shall include the singular, and vice versa;
• “Include” and “including” are non-limiting.  “Or” is inclusive;
• Monetary amounts are in euros; 
• References to a person shall include its successors, assigns, and transferees; and
• References to any contract or document shall be construed as applying to such contract or document as it may be amended, modified, supplemented, or renewed at any time.

The headings of the Articles of the Agreement are for convenience/informational purposes only and shall not be taken into account in interpreting the Agreement. 

In the event of a conflict between the terms of an Annex and those of the Agreement, the terms of the relevant Annex shall prevail over those of the Agreement.

(i)  Insurance

Partner will, at its sole expense and during the Term and for two (2) years thereafter, maintain insurance with insurers authorized in the European Economic Area under Directive 2009/138/EC (Solvency II) and having a financial strength rating of at least A- from a credit rating agency registered with the European Securities and Markets Authority, with minimum limits as follows:  (i) commercial general liability of not less than EUR 1,000,000 per occurrence and EUR 2,000,000 in the aggregate; (ii) cyber liability (covering privacy and security incidents, network and information security, and regulatory defense) not less than EUR 5,000,000 per claim and in the aggregate; (iii) professional indemnity / technology errors and omissions of not less than EUR 5,000,000 per claim and in the aggregate; (iv) fraud and fidelity cover for employee theft, computer fraud and funds transfer fraud of not less than EUR 2,000,000; and (v) the employer’s liability and social insurance cover required by Legal Requirements.  In any event, and notwithstanding the specific limits set forth above, Partner will maintain insurance with limits and scope sufficient to cover its obligations and liabilities under this Agreement (including indemnification obligations).  Partner will name Circle as an additional insured on the policies in clauses (i) and (ii) and will provide certificates of insurance to Circle within fifteen (15) days of the Effective Date and on request thereafter.

(j)  Click-Through Acceptance; Electronic Records

Partner accepts and agrees to be bound by this Agreement by any of the following: (i) clicking “I Accept” (or a substantially similar affirmative-assent button) where this Agreement (or a link to this Agreement) is presented; (ii) registering for, generating credentials for, or being granted access to the Services; or (iii) accessing or using the Services in any non-test environment.  The individual accepting this Agreement on behalf of Partner represents and warrants that he or she is authorized to bind Partner.  The Parties agree that, for evidentiary purposes, this Agreement may be signed electronically in accordance with applicable European and French regulations, in particular Regulation (EU) No 910/2014 (eIDAS).

To this end, each Party agrees (i) that the electronic signature it affixes to this document has the same legal validity as its handwritten signature and (ii) that the technical means used in connection with this signature establish a definite date for this document.

Each Party acknowledges and agrees that the signature process used by the Parties to electronically sign the Agreement allows each of them to retain a copy of this document on a durable medium or to have access to it and thus waive the right to challenge the validity and/or enforceability of the Agreement solely on the grounds that it was concluded electronically using electronic signature methods.

When the Agreement is signed electronically, only one original copy shall be created, electronically signed on the date indicated on the electronic signatures, and a complete and certified copy thereof shall be provided to each Party.

EXHIBIT A

KYC/KYB AND SCREENING REQUIREMENTS

This Exhibit A supplements Section 10 (Regulatory Compliance) and supersedes any conflicting provision elsewhere in this Agreement.  As between Partner and Circle, Circle is the system of record for KYC/KYB and customer-due-diligence determinations on End Users.  For End Users that are individuals (retail End Users), Partner will instead collect and transmit to Circle the know-your-customer (KYC) information and documentation Circle specifies.  Partner will collect from each prospective Business End User the KYB information and documentation that Circle reasonably specifies (including legal name, jurisdiction of formation, formation documents, business address, tax identification number, beneficial ownership and control information, and authorized-signer information) and transmit it to Circle through the Circle API prior to End User account activation, in the format and within the timeframes Circle specifies.  Partner will promptly provide such additional information, documentation, or clarification as Circle reasonably requests in connection with Circle’s ongoing KYB, sanctions screening, transaction monitoring, or risk-management obligations, for so long as the relevant Business End User account remains active.

Customer due diligence, beneficial ownership identification and ongoing monitoring will be performed in accordance with Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.

Prohibited End Users.  Partner may not on-board, and Circle may decline or terminate, any End User that (i) is a Sanctions Target or resident or located in a Restricted Territory (see Schedule B-1, Prohibited Countries); (ii) operates under an offshore banking license restricting it from conducting banking activities with citizens of, or in the local currency of, its licensing jurisdiction; (iii) is in violation of the Circle Acceptable Use Policy; (iv) is a “shell bank” as defined in the Directive (EU) 2015/849; (v) presents money-laundering or terrorist-financing risk factors that cannot be mitigated, it being specified that no Party may disclose to the other, or to any End User, the existence or content of a suspicious transaction report (“déclaration de soupçon”) made to a Financial Intelligence Unit, in accordance with the prohibition on disclosure in Directive (EU) 2015/849; (vi) has failed to satisfy KYC/KYB Obligations or enhanced due diligence; or (vii) that Circle identifies in writing to Partner as a Prohibited End User.

Schedule B-1 – Prohibited Countries and Territories. 

Territories subject to comprehensive restrictive measures adopted by the European Union, being at the date of this Agreement: 

Afghanistan, Belarus, Bosnia and Herzegovina, Burundi, the Central African Republic, the Democratic Republic of the Congo, Guatemala, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Lebanon, Libya, Mali, Moldova, Myanmar, Nicaragua, Niger, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Tunisia, Türkiye (Turkey), Ukraine, Venezuela, Yemen and Zimbabwe. 

Countries and situations covered by or the United Nations Security Council sanctions regimes include at the date of this Agreement: 

Afghanistan/Taliban, the Central African Republic, the Democratic Republic of the Congo, Haiti, Iran, Iraq, Libya, Mali, North Korea, Somalia/Al-Shabaab, Sudan/Darfur, South Sudan and Yemen, as well as Lebanon-related sanctions and sanctions against ISIL (Da’esh) and Al-Qaida.

Circle will update this list to reflect changes in European Union and United Nations restrictive measures.