Legal & Privacy

These Digital Asset-Backed Borrowing Terms of Use ("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) ("CTS," "Circle," "we," "our" or "us") governing your access to and use of the Defi Frontend (defined below), the user-controlled digital asset wallet made available through the Defi Frontend (“Smart Wallet”), and the related tooling that enables you to access third-party decentralized finance protocols (“Defi Protocols," collectively, “Digital Asset-Backed Borrowing”). If you are an individual accessing or using Digital Asset-Backed Borrowing 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.

By accessing or using Digital Asset-Backed Borrowing in any way, including by creating or using a Smart Wallet or authorizing any transaction through the Defi Frontend, you agree that you have read, understood and accept (i) all of the terms and conditions contained in these Terms, (ii) the Privacy Policy, (iii) the Cookie Policy, and (iv) the E-Sign Consent,  and any additional terms or policies presented, linked, or otherwise made available to you in connection with Digital Asset-Backed Borrowing. You acknowledge and agree that you will be bound by all of the foregoing upon any such access or use of Digital Asset-Backed Borrowing. If you do not accept the terms and conditions of these Terms, you shall not access or otherwise use Digital Asset-Backed Borrowing.

IMPORTANT NOTICE REGARDING MANDATORY ARBITRATION: WHEN YOU AGREE TO THESE TERMS, YOU AGREE TO BE BOUND BY THE MANDATORY ARBITRATION PROVISION IN SECTION 19 THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

IMPORTANT NOTICE REGARDING THE FINALITY OF TRANSACTIONS: BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT DIGITAL ASSET TRANSACTIONS ARE FINAL AND IRREVERSIBLE AND CANNOT BE CANCELLED OR REVERSED.

1. Digital Asset-Backed Borrowing 

1.1 Digital Asset-Backed Borrowing is a product offering accessible to Circle Mint users that allows you to move assets from your Circle Mint account into a user-controlled Smart Wallet for the purposes of (1) borrowing USDC, and (2) supplying cirBTC or other supported assets ("Supported Assets") as collateral for the USDC loan, to and from Defi Protocols. 

1.2 The Defi Frontend means the non-custodial front end that facilitates your access to Defi Protocols and the Smart Wallet. Eligible users may use the Defi Frontend to supply Supported Assets from their Smart Wallet as collateral to a Defi Protocol and borrow USDC against that collateral. Once that transaction is processed, the borrowed USDC is deposited into your Smart Wallet and automatically transferred to your Circle Mint balance. You may repay the USDC loan from your Circle Mint balance in full or in part at any time by transferring USDC from your Circle Mint account into your Smart Wallet and to the applicable Defi Protocol through the Defi Frontend. Collateral will be released back to your Smart Wallet and automatically transferred to your Circle Mint balance as and to the extent your loan is repaid, subject to the applicable Defi Protocol's collateral requirements, and any remaining collateral will be released in full upon repayment of the loan in full. Any Defi Data (defined below) is set by the applicable Defi Protocol operator, not by Circle. By submitting a borrow or repayment transaction through the Defi Frontend, you instruct and authorize the automatic transfer of USDC and collateral between your Smart Wallet and Circle Mint balance as necessary to complete those transactions.

1.3  The Smart Wallet is built on top of Circle's user-controlled wallets. 2-of-2 multi-party computation (MPC) is used for key management under which transaction signing requires two "Key Shares." Key Shares can only be invoked for signing with the user's cryptographic credential. Users retain control of their Smart Wallet and Circle cannot unilaterally initiate, cancel, or reverse any blockchain transaction on their behalf. No fiduciary, custodial, trust, or advisory relationship is created between you and Circle by virtue of your use of the Smart Wallet. At no time does Circle take possession, title, or beneficial ownership of, or control over, the digital assets in your Smart Wallet. 

1.4 You acknowledge and agree that, after you transfer your digital assets from your Circle Mint account to the Smart Wallet, CIF LLC (defined below) no longer holds custody of those digital assets in the Circle Mint account and is not responsible for monitoring, maintaining, or protecting your position or digital assets for your benefit. Those digital assets are no longer subject to the same protections, controls, or service commitments that apply while assets remain in Circle Mint. You are responsible for monitoring your Smart Wallet activity and open positions for unauthorized or unintended transactions and addressing any potential issues immediately. 

1.5 You may request that your Smart Wallet be disconnected from your Circle Mint account at any time. No other digital asset wallet may be connected to your Circle Mint account for purposes of Digital Asset-Backed Borrowing. 

2. Relationship Between CIF LLC, CTS, and Defi Protocols

2.1 Your Circle Mint account is provided by Circle Internet Financial, LLC ("CIF LLC") pursuant to the Circle Mint User Agreement available at https://www.circle.com/legal/user-agreement (“Mint Agreement”), and any other applicable Circle terms governing your use of Circle Mint and related services. 

2.2 Digital Asset-Backed Borrowing, including the Defi Frontend and the Smart Wallet, is provided through CTS. CTS is a separate affiliate that provides software and technology services and does not provide regulated financial or advisory services. Once your assets move from your Circle Mint account into the Smart Wallet, they are no longer held by CIF LLC in the regulated Circle Mint environment. Where these Terms conflict with the Mint Agreement with respect to digital assets held in your Circle Mint account, the Mint Agreement governs those digital assets; these Terms govern your use of Digital Asset-Backed Borrowing.

2.3 By using or accessing Digital Asset-Backed Borrowing, you understand and acknowledge that any lending, borrowing, collateralization, liquidation, or other decentralized finance activity occurs through the Defi Protocols, the underlying smart contracts, blockchain network, bridges, or other non-Circle infrastructure that Circle does not own or control. Circle does not exercise discretion over, and does not make investment, allocation, borrowing, or deployment decisions with respect to, your digital assets. You are solely responsible for reviewing each transaction before submitting it through the Defi Frontend, including the recipient wallet address, route, protocol, blockchain network, digital asset amount, smart contract permissions, and transaction details. 

3. Eligibility and Access

3.1 By accessing and using Digital Asset-Backed Borrowing, 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 Digital Asset-Backed Borrowing;
2. You will not use Digital Asset-Backed Borrowing to benefit or support any Restricted Territories or Sanctions Targets; 
3. You are not a Sanctions Target; 
4. You have the necessary technical expertise and ability to review and evaluate the security, integrity, and operation of any Defi Protocol;
5. You have the knowledge, experience, understanding, professional advice, and information to make your own evaluation of the merits, risks, and applicable compliance requirements of interacting with any Defi Protocol; and
6. You accept the risks associated with decentralized finance and blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to your use of any Defi Protocol.

You further agree that:

7. You will comply with all applicable laws, regulations, sanctions, anti-money laundering requirements, anti-corruption rules, export controls, tax rules, and other legal requirements in connection with your use of Digital Asset-Backed Borrowing; and
8. You will not access or use the Digital Asset-Backed Borrowing to engage in or facilitate unlawful, fraudulent, deceptive, manipulative, abusive, infringing, or otherwise prohibited conduct, including money laundering, sanctions evasion, terrorist financing, market manipulation, unauthorized access, malware distribution, interference with systems, or infringement of third-party rights, or in connection with blocked addresses, darknet markets, illegal goods or services, stolen funds, or other prohibited transactions or restricted activities that Circle identifies in these Terms or related policies.

3.2 For the purposes of these Terms, “Sanctions” means any legal requirement imposing sanctions, restrictions, or prohibitions that is administered or enforced by the U.S. Government (including the U.S. Department of the 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. A “Sanctions Target” means any person or entity 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 or entity, including as a result of being owned or controlled by any person or persons described in the foregoing subsection (A) or (B). A “Restricted Territory” means a region, territory or country subject to Sanctions.

4. Your Credentials

4.1 You are solely and exclusively responsible for generating, storing, safeguarding, and maintaining the confidentiality and security of any cryptographic credential associated with your Smart Wallet, including cryptographic credentials, private keys, Key Shares, passkeys, recovery phrases, and any other credentials used to access or authorize activity through the Defi Frontend. We will never ask you for the passkey or Key Shares to your Smart Wallet. 

4.2 If you lose the credentials required to access or approve actions in the Smart Wallet, or if your credentials, device, passkey, recovery method, or communications are compromised, your assets may be delayed, inaccessible, or lost, and unauthorized activity will be irreversible. You are solely responsible for all transactions initiated through the Defi Frontend using your credentials, whether initiated by you directly or by any third party with your credentials or under your instructions. 

4.3 Circle may, but is not obligated to, make available a credential recovery capability to help you regain access to your Smart Wallet. Any such recovery capability is subject to any eligibility, identity-verification, and security requirements Circle may impose, and may be changed, suspended, or discontinued at any time. Circle does not guarantee that any recovery will be available or successful, or that you will regain access to your Smart Wallet or the digital assets in it, and cannot reverse any blockchain transaction or recover any digital assets that have already been transferred, lost, or spent. For the avoidance of doubt, no recovery capability gives Circle the ability to unilaterally access, control, or transfer the digital assets in your Smart Wallet, and Circle cannot take custody of those digital assets. You remain solely responsible for your credentials and for the digital assets in your Smart Wallet.

5. Supported Assets and Markets

5.1 Circle may, in its sole discretion and at any time, determine, limit, restrict, condition, suspend, block, remove, or decline to support any digital asset, Defi Protocol, lending market, vault or other third-party product or functionality (“Onchain Product”) available through the Defi Frontend, in whole or in part, with or without notice. Circle may perform its own diligence of certain Defi Protocols for its own purposes, but does not represent that any such diligence is complete, sufficient, or conducted for your benefit, and makes no representation or warranty regarding the security, solvency, functionality, resilience, legality, or suitability of any of the foregoing, even if made accessible through the Defi Frontend.

6. Risk Acknowledgements

6.1 You acknowledge and accept the risks of using Digital Asset-Backed Borrowing including, without limitation: 

1. Digital asset transactions are irreversible. If you enter an incorrect, incomplete, or incompatible recipient address, your digital assets will be permanently lost.
2. Digital asset markets are volatile, and the value of collateral and borrowed assets can change rapidly, which may trigger liquidation, impairment, or loss.
3. If you supply cirBTC or any other Supported Asset as collateral and borrow USDC or another asset against that collateral, your position may be liquidated automatically if collateral values, health factors, protocol parameters, oracle readings, interest accrual, fees, or other market conditions change. Liquidation occurs when your position exceeds certain parameters established by the applicable Defi Protocol, in each case as determined by the Defi Protocol operator and not by Circle. Liquidation may occur without notice to you and may result in loss of collateral, reduced recovery value, slippage, penalties, protocol fees, liquidator fees, or total loss of your position. Any residual collateral remaining after satisfaction of your debt is handled in accordance with the applicable Defi Protocol. Circle does not guarantee the amount or availability of any residual recovery.
4. Quoted or displayed information are estimates only, are not guaranteed, and may change or fail to be realized. Circle does not guarantee the availability, performance, solvency, or security of any Defi Protocol, the availability or timing of withdrawals, or the preservation of collateral or any return;
5. You are sending transactions directly to third-party protocols and autonomous smart contracts on the applicable blockchain. Circle is not responsible for protocol performance, code security, collateral management, liquidations, redemptions, customer support, monitoring your position, unwinding transactions, recovering digital assets, or making you whole for any losses related to the Defi Protocols.
6. Defi Protocols and any related strategies are not investments or investment advice, financial instruments, portfolio management services, or any other regulated activity provided by Circle. Any display of a Defi Protocol, strategy, interest rate, or similar data (“Defi Data”) through the Defi Frontend is for informational purposes only and does not constitute an invitation, inducement, endorsement, recommendation, or solicitation by Circle to borrow, or otherwise deploy digital assets. 
7. Circle does not operate, control, audit, verify, endorse, or accept responsibility for any Defi Data displayed, published, or otherwise made available through the Defi Frontend. Any such information is provided by the applicable third party or other source, not by Circle. Circle is not responsible for the accuracy, completeness, timeliness, methodology, assumptions, legality or availability of any such information.
8. Circle does not guarantee the performance, availability, interest rate or outcomes of any Defi Protocol and does not assume any fiduciary, advisory, investment, or custodial duties in connection with your access to or use of any Defi Protocol. You should not rely on Circle or Digital Asset-Backed Borrowing for any financial decision or expectation of return in connection with any Defi Protocol.
9. Circle does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise on any Defi Protocol. Any such attacks or delays on any such blockchain might materially impact you or your ability to access your collateral or digital assets and Circle shall bear no responsibility for any losses that result from such issues.
10. Circle may, in its sole discretion and without liability to you or any third party, refuse, suspend, delay, limit, or impose conditions on, or discontinue your access to the Defi Frontend at any time for any reason. Any such action will not itself terminate, unwind, or close any underlying position you may have in the applicable Defi Protocol, nor will it affect your ability to access the Defi Protocol or Smart Wallet through a third-party platform or directly via the third-party protocol. Circle is not responsible for any losses or liabilities resulting from your inability to access or manage that position through Digital Asset-Backed Borrowing.
11. Regulatory actions could negatively impact the availability of Digital Asset-Backed Borrowing or deployment of the relevant smart contracts in various ways.
12. Digital Asset-Backed Borrowing is subject to a range of risks inherent to decentralized finance, including without limitation: (i) smart contract risk, including bugs, exploits, hacks, or other vulnerabilities that may result in partial or total loss of deposited assets; (ii) oracle risk, including inaccurate, delayed, stale, or manipulated price feeds; (iii) liquidity risk, including insufficient liquidity to withdraw and the risk that withdrawals are delayed, suspended, gated, queued, or temporarily or permanently unavailable; (iv) withdrawal delays or inability to redeem during periods of stress or illiquidity; (v) market volatility, utilization spikes, and interest rate fluctuations; (vi) depeg, freeze, or transfer restriction risks associated with any supported digital asset; (vii) custody, redemption, bridge, finality, and issuer risks associated with any wrapped or bridged digital assets used as collateral or otherwise deployed in connection with a Defi Protocol; (viii) governance, curator, or administrator risk, including actions, decisions, or changes made by protocol governance, vault curators, or other parties with privileged control; (ix) blockchain outages, reorganizations, sequencer or validator failures, and network congestion; (x) changes to protocol parameters, including supply or borrow caps, collateral factors, interest rate models, fees, or supported assets; and (xi) bad debt, insolvency, under-collateralization, or default within a protocol that may impair your ability to withdraw or be repaid. Circle makes no representation that this list is exhaustive. You are solely responsible for evaluating all risks before interacting with any Defi Protocol.

6.2 By accessing or using Digital Asset-Backed Borrowing, you confirm that you have read and understood the acknowledgements set forth in this section and voluntarily accept all risks associated therewith.

7. Prohibited Activities

7.1 You will not use the Defi Frontend to encourage, facilitate, or promote illegal activity. You agree to use the Defi Frontend for its intended purpose and will not engage in, or attempt to engage in, (i) hacking, gaining unauthorized access or introducing any kind of malicious code to it; (ii) reverse engineering or decompiling (whether whole or in part) any software available through it; (iii) making copies of, modifying, reproducing, transmitting, altering, or distributing all or any part of the Defi Frontend or any material information contained in it; (iv) allowing restricted persons to use a virtual private network (e.g., a VPN) or other means to inappropriately/evasively access it; (v) using the Defi Frontend for any purpose that is unlawful; or (vi) use it in any manner that disrupts its operation.

8. Ownership; Feedback

8.1 You acknowledge and agree that, as between you and Circle, Circle owns all right, title and interest in and to the Defi Frontend (and any derivative works or enhancements thereof), including all intellectual property rights therein. We grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of these Terms, to access and use the Defi Frontend for its intended business purposes. Any other use of the Defi Frontend is expressly prohibited, and any rights not expressly granted herein are withheld. "Circle," "CTS," and all logos related to Digital Asset-Backed Borrowing are either trademarks or registered marks of Circle or its licensors, and you may not copy, imitate, or use them without Circle's prior written consent.

9. No Advice

9.1 Neither CIF LLC nor CTS provides investment, legal, tax, accounting, protocol-selection, or risk-management advice in connection with Digital Asset-Backed Borrowing or any Defi Protocol. Any information made available by CTS through the Defi Frontend is provided for convenience and informational purposes only and does not constitute a recommendation, endorsement, or advice that any transaction or strategy is appropriate for you. Circle does not guarantee that any Defi Protocol or opportunity will remain available, achieve any target return, maintain a quoted rate, or preserve principal, and does not guarantee that any alert or health-factor indicator will be accurate, timely, or delivered. You are solely responsible for evaluating the legal, tax, economic, operational, technological, and suitability consequences of using Digital Asset-Backed Borrowing.

10. No Fiduciary Duty; No Agency

10.1 These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. Nothing in these Terms creates any partnership, joint venture, agency, advisory, fiduciary, employment, brokerage, or other similar relationship between you and Circle.

10.2 Circle does not undertake to act on your behalf or in your best interests, to monitor the suitability of any transaction, to optimize routing or returns for you, or to supervise Defi Protocols on your behalf. You will not make statements or represent yourself as an agent of Circle or mislead or deceive any third party with respect to your relationship with Circle.

11. Compliance and Tax Responsibilities

11.1 You are solely responsible for ensuring that your use of Digital Asset-Backed Borrowing and any Defi Protocol complies with applicable law. You are responsible for complying with all applicable legal requirements, and you agree that Circle is not responsible for determining whether or which legal requirements may apply to your use of Digital Asset-Backed Borrowing. You are solely responsible for reporting and paying any taxes arising from your use of Digital Asset-Backed Borrowing.

11.2 Circle may suspend, limit, or discontinue access to Digital Asset-Backed Borrowing where required by law, regulation, court order, sanctions obligations, or internal risk determinations, without liability to you or any third party to the maximum extent permitted by law.

12. Fees

12.1 By initiating a transaction through the Defi Frontend, you authorize the payment of all applicable fees associated with such transaction, including gas fees required by the applicable blockchain network, Defi Protocol or other third-party fees, and any fee payable to Circle. Circle may charge fees in connection with your use of Digital Asset-Backed Borrowing (“Circle Fee”), and may introduce new fees or change existing fees at any time, in each case as disclosed to you in accordance with Section 12.2. Gas fees are paid directly to network validators and not to Circle, may vary based on network conditions, and are your responsibility.

12.2 Circle will disclose any fee before you submit a transaction through the Defi Frontend. With the exception of Circle Fees, fees displayed through the Defi Frontend are informational only and may differ from the actual fees ultimately charged by the applicable blockchain network or Defi Protocol. All transactions processed through the Defi Frontend are non-refundable once a transaction has been submitted to a blockchain network. Transactions may fail, be delayed, or be reverted if you are a Sanctions Target or due to blockchain network conditions, smart contract behavior, insufficient gas fees, or other reasons outside of our control. You may still incur gas fees and/or third-party fees even if a transaction fails or is not completed, and Circle will not be responsible for such fees. We do not guarantee that any transaction will be executed at a particular fee level or within a particular timeframe.

13. Data Protection and Privacy 

13.1 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.

13.2 If applicable, Circle may use your data and information you provide solely to the extent necessary to fulfill its obligations under these Terms and to comply with applicable legal requirements, in each case, in accordance with the Privacy Policy. Circle agrees to comply with all Data Protection Laws applicable to Circle in performing its obligations under these Terms.

14. Suspension; Termination

14.1 We may terminate these Terms or suspend or terminate your use of Digital Asset-Backed Borrowing (or any portion thereof) at any time for any reason. We may add or remove, suspend, stop, delete, discontinue, or impose conditions on Digital Asset-Backed Borrowing. If these Terms or your use of Digital Asset-Backed Borrowing is terminated or suspended for any reason or no reason: (a) the license and any other rights granted under these Terms will end; (b) we may (but have no obligation other than to the extent required by applicable legal requirements) delete your information and any account data stored on our servers; and (c) Circle shall not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of Digital Asset-Backed Borrowing or for deletion of your information or account data. Termination or suspension of Digital Asset-Backed Borrowing does not itself terminate, unwind, close, or affect any position you hold through a Defi Protocol, and you remain responsible for managing any such position directly with the applicable protocol. If your use of Digital Asset-Backed Borrowing is terminated or suspended, you agree to continue to be bound by these Terms to the extent such provisions survive termination and to immediately stop using Digital Asset-Backed Borrowing.

15. No Warranties

15.1 Digital Asset-Backed Borrowing IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, CIRCLE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CIRCLE DOES NOT WARRANT OR GUARANTEE THAT Digital Asset-Backed Borrowing: (A) IS ACCURATE, RELIABLE OR CORRECT; (B) WILL MEET YOUR REQUIREMENTS; OR (C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, WILL BE UNINTERRUPTED, WILL BE ERROR-FREE, OR WITHOUT DEFECT OR SECURE. CIRCLE FURTHER DOES NOT WARRANT OR GUARANTEE THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT Digital Asset-Backed Borrowing IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF Digital Asset-Backed Borrowing IS DOWNLOADED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

15.2 CIRCLE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY DEFI PROTOCOL — INCLUDING ANY THIRD-PARTY ONCHAIN PRODUCT, SMART CONTRACT, BRIDGE, ORACLE, OR OTHER INFRASTRUCTURE — THROUGH OR IN CONNECTION WITH Digital Asset-Backed Borrowing, AND CIRCLE IS NOT A PARTY TO, AND IS NOT RESPONSIBLE FOR, ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.

16. Limitation of Liability

16.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRCLE (INCLUDING CIF LLC AND OUR RESPECTIVE AFFILIATES, SERVICE PROVIDERS, AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND REPRESENTATIVES) 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, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF Digital Asset-Backed Borrowing. 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 HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF Digital Asset-Backed Borrowing, OR THE INFORMATION CONTAINED THEREIN.

16.2 WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT CIRCLE SHALL NOT BE RESPONSIBLE FOR LOSSES ARISING FROM SMART CONTRACT FAILURES, PROTOCOL EXPLOITS, ORACLE FAILURES, VALIDATOR OR SEQUENCER ISSUES, YOUR LOSS OF ACCESS TO THE SMART WALLET, THE LOSS, THEFT, OR COMPROMISE OF YOUR CREDENTIALS, GOVERNANCE ACTIONS, FORKS, BRIDGE FAILURES, NETWORK CONGESTION, TRANSACTION DELAYS, LIQUIDATION EVENTS, PRICING ANOMALIES, UNSUPPORTED ASSETS OR FUNCTIONALITY, INCORRECT ADDRESSES, INCORRECT NETWORK SELECTION, USER ERROR, OR RELIANCE ON THIRD-PARTY CONTENT OR SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CIRCLE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF Digital Asset-Backed Borrowing; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF Digital Asset-Backed Borrowing; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM Digital Asset-Backed Borrowing; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH Digital Asset-Backed Borrowing BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY DATA MADE AVAILABLE THROUGH Digital Asset-Backed Borrowing.

16.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF CIRCLE IS LIMITED TO $250. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

17. Indemnification; Release

17.1 You will indemnify, defend, and hold us (and our employees, directors, agents, affiliates and representatives, including CIF LLC) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms, including any violation of our policies; (b) your wrongdoing, misuse, or other wrongful or improper use of Digital Asset-Backed Borrowing; (c) your violation of any third-party right, including any right of privacy, publicity rights or intellectual property rights; (d) your violation of any legal requirement of the United States or any other country; (e) any other party's access and/or use of Digital Asset-Backed Borrowing with your credentials; or (f) your willful misconduct, gross negligence or fraud.

17.2 If you have a dispute with a Defi Protocol operator, liquidity provider, validator, counterparty, or any other third party, that dispute is solely between you and that third party, and you must handle those issues directly with such third party. You hereby release and forever discharge Circle (and our officers, employees, agents, affiliates, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, Digital Asset-Backed Borrowing (including any interactions with, or act or omission of a Defi Protocol operator or other third party accessed through Digital Asset-Backed Borrowing). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

18. Amendments

18.1 We may amend any portion of these Terms at any time with notice that we deem to be reasonable in the circumstances, including by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use Digital Asset-Backed Borrowing after the initial posting of the revised Terms and shall apply on a going-forward basis. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of Digital Asset-Backed Borrowing. You agree that we shall not be liable to you or any third party as a result of any losses arising from any modification or amendment of these Terms. If the revised Terms include a material change, we will provide you with prior notice via our website and/or email before the material change becomes effective.

19. Arbitration

19.1 Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought, in an individual capacity only, and not on a class-wide or representative basis, in the courts specified in Section 20 without the posting of a bond), any dispute between you and Circle related in any way to, or arising in any way from, Digital Asset-Backed Borrowing or these Terms ("Dispute") shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (available from JAMS on its website at www.jams.com), as modified by these Terms, or in accordance with rules on which we may mutually agree in writing; provided, however, that to the extent a Dispute is within the scope of a small claims court's jurisdiction, either you or Circle may commence an action in small claims court, in the county of your most recent physical address, to resolve the Dispute.

19.2 Any arbitration will be conducted by a single, neutral arbitrator and shall take place in the US county of your most recent physical address or, if there is no such US county, in Suffolk County, Massachusetts, USA. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction. An arbitral decision is subject to very limited review by a court. These Terms evidence a transaction involving interstate commerce, and therefore, the Federal Arbitration Act ("FAA") applies to these Terms, including the agreement to arbitrate set forth in this Section 19. We each agree that the FAA, and not state law, shall govern whether a Dispute is subject to arbitration.

20. Governing Law; Venue

20.1 The laws of the State of Delaware and applicable United States federal law, including the Federal Arbitration Act as specified herein, shall govern these Terms. Except for those disputes that shall be resolved in arbitration or in small claims court, each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Boston, Massachusetts, provided that any claims or disputes shall be subject to the arbitration provisions set forth in Section 19. You agree with us that, if you are a consumer, the courts in the permitted region where you are resident will have non-exclusive jurisdiction.

21. Assignment; Change of Control

21.1 You may not transfer or assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, and any such attempted assignment shall be void (it being understood and agreed that this Section 21 shall not prohibit you from sending any digital asset from your Smart Wallet in accordance with the terms hereof). We reserve the right to freely assign these Terms and the rights and obligations of these Terms to any third party at any time without notice or consent, including to any Circle affiliate or subsidiary. In the event that Circle is acquired by or merged with a third-party entity, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

22. Survival; Force Majeure

22.1 Upon termination of your use of Digital Asset-Backed Borrowing or these Terms for any reason, all rights and obligations of the parties that by their nature are continuing will survive such termination. Circle shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, pandemics, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.

23. Limitation on Time to Initiate a Dispute

23.1 Any action or proceeding by you relating to any Dispute must commence within one (1) year after the cause of action accrues, to the extent permitted by applicable law.

24. Entire Agreement; Miscellaneous

24.1 These Terms and any other applicable terms or policies are a complete statement of the agreement between you and Circle regarding Digital Asset-Backed Borrowing. If any provision of these Terms is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Terms do not limit any rights that Circle may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. For purposes of interpreting these Terms: (a) the words "include" and "including" mean "including without limitation"; and (b) the captions and headings are for convenience only and will not affect the meaning or interpretation of these Terms.

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