Legal & Privacy

These USDC Bridge User Interface (the “Frontend”) Terms of Use (these “Frontend Terms”, “Terms”  or this “Agreement”) constitute a binding legal agreement between you (“you,” “your”) and Circle Technology Services, LLC (on behalf of itself and any other affiliates to the extent relevant) (“Circle,” “we,” “our” or “us”) governing  your use of the Frontend. If you are an individual accessing or using the Frontend 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 this Agreement 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 and using the Frontend, you agree that you have read, understood and accept (i) all of the terms and conditions contained in these Terms and (ii) the Privacy Policy, Cookie Policy, and E-Sign Consent Policy. You acknowledge and agree that you will be bound by all of these agreements and policies upon access and use of the Frontend. If you do not accept the terms and conditions of these Terms, you shall not access or otherwise use the Frontend.

IMPORTANT NOTICE REGARDING MANDATORY ARBITRATION:  WHEN YOU AGREE TO THESE TERMS, YOU AGREE TO BE BOUND BY THE MANDATORY ARBITRATION PROVISION IN SECTION 17 THAT, AS FURTHER SET FORTH BELOW, 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, AS DESCRIBED IN SECTION 6(1), DIGITAL ASSET TRANSACTIONS ARE FINAL AND IRREVERSIBLE AND CANNOT BE CANCELLED OR REVERSED.

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1. Non-custodial Frontend

The Frontend is a non-custodial user interface that allows you to interact with a set of smart contracts for accomplishing transfers of USDC across supported blockchains (“Cross-Chain Transfer Protocol” or “CCTP”). You may use the Frontend to initiate 1:1 cross-chain USDC transfers by (i) submitting a transaction that burns USDC on a supported source chain (“Source Chain”), and (ii) after Circle’s attestation service provides a signed attestation for that burn, submitting that attestation on a supported destination chain (“Destination Chain”) to mint an equivalent amount of USDC.

2. Access to and Use of the Frontend

1. You must be at least 18 years old and the age of majority in your country of residence to use the Frontend and capable of forming a binding legal relationship with Circle.
2. You must have the requisite capacity, power, and authority to accept these Terms and to carry out and perform your obligations under these Terms. These Terms constitute a legal, valid, and binding obligation enforceable against you in accordance with these Terms.

3. No Fiduciary Duty

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.

4. Your Responsibilities

1. You must connect a digital asset wallet (“Wallet”) in order to access the Frontend. We will never ask you for the private key to a Wallet you connect to the Frontend, and as between us, you are solely responsible for any disclosure of the private keys to your Wallets. Circle does not initiate, sign, or submit transactions for you. At no time does Circle hold, control, maintain, operate, custody, or have access to your funds. You are solely responsible for all transactions you submit through the Frontend.
2. You acknowledge and agree that, in providing the Frontend, Circle is not acting in any capacity as a money transmitter or money services business (or equivalent regulated entity under applicable legal requirements), and Circle does not provide any regulated financial services in connection with the Frontend.
3. You are responsible for complying with all applicable Legal Requirements. You agree that Circle is not responsible for determining whether or which Legal Requirements may apply to your use of the Frontend, including tax, money transmission, or anti-money laundering and anti-terrorist financing laws. You are solely responsible for reporting and paying any taxes arising from your use of the Frontend, including any accurate reporting of the tax or legal status of USDC in your jurisdiction, and you agree that Circle is not responsible for determining whether or which tax laws may apply to you.
4. You are responsible for obtaining the data network access necessary to use the Frontend. You are responsible for maintaining compatible hardware, software or devices necessary to access and use the Frontend and any updates. Circle does not guarantee that the Frontend will function on any particular hardware, software, device, operating system, or browser. In addition, the Frontend may be subject to malfunctions and delays inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures, or damage, loss or injury resulting from any such issues.

5. Prohibited Activity

You will not use the Frontend to encourage, facilitate, or promote illegal activity. You agree to use the Frontend for its intended purpose and will not engage in, or attempt to engage in, (i) making commercial use of it or any of its content without express permission; (ii) hacking, gaining unauthorized access or introducing any kind of malicious code to it; (iii) reverse engineer or decompile (whether whole or in part) any software available through it; (iv) making copies, modify, reproduce, transmit, alter or distribute all or any part of the Frontend or any material information contained in it; (v) allowing restricted persons to use a virtual private network (e.g., a VPN) or other means to inappropriately/evasively access it; (vi) use the Frontend for any purpose that is unlawful; or (vii) use it in any manner that disrupts its operation.

6. Assumption of Risks

You acknowledge and accept that your access to and use of the Frontend involves risks, and that you assume all such risks, including without limitation the following:

1. Digital asset transactions are irreversible. If you enter an incorrect, incomplete, or incompatible recipient address (including an address on the wrong Destination Chain), your USDC will be permanently lost. You are solely responsible for verifying all transaction details before submitting any transaction through the Frontend, including the recipient address and the blockchain network. Circle does not control, custody, or have access to your digital assets and has no ability to reverse, cancel, or retrieve assets associated with a transaction submitted through the Frontend, including transactions sent to an incorrect address.
2. Circle or the blockchain protocols may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Frontend. You understand that the Frontend may experience operational issues that lead to delays. You agree to accept the risk of any issues resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Circle accountable for any related losses.
3. Because USDC and CCTP rely on blockchain protocols, any malfunction, breakdown or abandonment of the Frontend, underlying smart contracts, Source Chain or Destination Chain, or other technological difficulties may have a material adverse effect on or prevent access to or use of the USDC. These include, but are not limited to the non-exhaustive list set out below:
   
   • ineffectiveness of the network validators and/or of the consensus mechanisms to secure a blockchain network against confirmation of invalid transactions;
   • disputes among the developers, validators, or other ecosystem participants on the blockchain;
   • changes in the consensus or validation mechanisms that underlie a blockchain network, including, but not limited to, for example, shifts between so-called “proof of work” and “proof of stake” mechanism which could negatively affect the blockchain network;
   • the failure of cybersecurity controls or security breaches of a blockchain network;
   • undiscovered technical flaws in a blockchain network; and
   • the development of new or existing hardware or software tools or mechanisms that could negatively impact the functionality of the systems.
4. Circle does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise on any Source Chain or Destination Chain. Any such attacks or delays on any such blockchain might materially impact you or your ability to access your USDC and Circle shall bear no responsibility for any losses that result from such issues.
5. Regulatory actions could negatively impact the Frontend or the development or deployment of smart contracts in various ways.
6. Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to digital assets and protocols by rendering ineffective the consensus mechanism that underpins the Frontend, which could result in the theft, loss or decreased utility of smart contracts. Smart contracts, blockchain application software and blockchain platform protocols are still in an early development stage and relatively unproven.
7. Cryptographic tokens and smart contracts are a relatively new and comparatively untested technology. There are risks that the Circle cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.
8. Open-source blockchain networks use a cryptographic protocol to govern the peer-to-peer interactions between computers. The code that sets forth the protocol is typically informally managed by a development team known as the core developers. Some of the inherent risks include:
   
   • core developers may propose amendments to a network’s source code through software upgrades that alter the protocols and software of the network and the properties of the underlying digital assets. To the extent that a significant majority of the users on a network install such software upgrade, the network would be subject to new protocols and software that may adversely affect its value;
   • core developers and contributors are generally not directly compensated for their contributions in maintaining and developing the network protocol. Consequently, there is a lack of financial incentive for developers to maintain or develop the blockchain network and the core developers may lack the resources to adequately address emerging issues with the protocol. Even if a protocol is currently supported by core developers, there can be no guarantee that such support will continue or be sufficient in the future;
   • the source codes may contain bugs, defects, inconsistencies, flaws or errors, which may disable some functionality, create vulnerabilities or cause instability in the network.
9. A private key, or a combination of private keys, is necessary to control and dispose of digital assets stored in digital wallets. Accordingly, loss of requisite private key(s) associated with these digital wallets will result in the loss of such digital assets, and the private key will not be capable of being restored by the network.
10. If a malicious actor or botnet obtains control of more than fifty percent (50%) of the processing power on a network, such actor or botnet could manipulate the network. If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on a network, it may be able to alter the blockchain on which the network and most transactions rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions. The malicious actor could “double-spend” its own digital assets and prevent the confirmation of other users’ transactions. To the extent that such a malicious actor or botnet did not yield its control of the processing power on the network or the community did not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible.
11. Circle may, in its sole discretion, add, modify, suspend, or discontinue support for any blockchain, CCTP, or the Frontend at any time. Circle will not be liable for any damages, losses, costs, fines, penalties, or expenses of any kind, whether or not reasonably foreseeable, arising out of or relating to any such change, suspension, or discontinuation of support.

7. Sanctions

1. In order to use the Frontend, you represent and warrant that:
   
   • You will not use the Frontend to benefit or support any Restricted Territories or Sanctions Targets; and
   • You are not a Sanctions Target.
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 Regulatory Authority pursuant to Sanctions, (B) organized, located or resident in a Restricted Territory, or (C) otherwise the target of any Sanctions such that a person is prohibited from dealing with such person, including as a result of being owned or controlled by any person or persons described in the foregoing subsection (1) or (2). A “Restricted Territory” means a region, territory or country subject to Sanctions.

8. Data Protection Laws

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 (whether included in the Frontend or otherwise) and that data sharing conducted pursuant to these Terms does not constitute a sale of personal data under any applicable Data Protection Law.
2. If applicable, Circle may use your data and information you may 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.

9. Fees; Gas Costs

1. By initiating a transaction through the Frontend, you authorize the payment of all applicable fees associated with such transaction, including but not limited to:
   
   • Forward Fees;
   • Gas Fees;
   • Bridge Fees; and
   • any fees or charges imposed by third parties in connection with your transaction (including wallet providers, infrastructure providers, or other service providers).
2. “Forward Fees” consist of the Gas Fees payable on the Destination Chain and an additional service fee payable to Circle.
3. “Gas Fees” are required by the applicable blockchain network to process your transaction and are paid directly to network validators or miners, and not to Circle. Gas Fees may vary based on network conditions, and you are solely responsible for ensuring you have sufficient funds to pay Gas Fees.
4. “Bridge Fees” means the fee charged by Circle for your use of the Frontend.
5. Circle will disclose all applicable fees before you submit a transaction through the Frontend. Fees displayed through the Frontend are informational only and may differ from the actual fees ultimately charged by the applicable blockchain network or third parties. All transactions processed through the Frontend are non-refundable once a transaction has been submitted to a blockchain network.
6. 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.

10. No Agency

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. Ownership; Feedback

You acknowledge and agree that as between you and Circle, Circle owns all right, title and interest in and to the Frontend (and any derivative works or enhancements thereof), including all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld.

12. Termination

We may terminate these Terms or suspend or terminate your use of the Frontend (or any portion thereof) at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Frontend. If these Terms or your use of the Frontend is terminated or suspended for any reason or no reason: (a) the license and any other rights granted under these Terms and any other applicable terms will end, (b) we may (but have no obligation to 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 the Frontend or for deletion of your information or account data. If your use of the Frontend is terminated or suspended, you agree to: (i) continue to be bound by these Terms to the extent such provisions survive termination; and (ii) immediately stop using the Frontend.

13. No Warranties

THE FRONTEND IS PROVIDED “AS IS” 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 THE FRONTEND: (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 THE FRONTEND IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE FRONTEND ARE 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. Circle does not warrant, endorse, guarantee, or assume responsibility for any products or services advertised or offered by a third party. Circle does not have control of, or liability for, goods or services that are paid for using the Frontend. You also understand and agree that Circle does not control any products or services sold or offered by third parties using the Frontend. Circle is not liable for any losses or issues that may arise from such third-party products or services, including failure to comply with applicable legal requirements, the quality and delivery of such products and services, or your satisfaction with any products or services. If you are not satisfied with any goods or services purchased from a third party using our Frontend, you must handle those issues directly with such third-party.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRCLE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE FRONTEND. 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 THE FRONTEND, OR THE INFORMATION CONTAINED THEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CIRCLE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE FRONTEND; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE FRONTEND; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE FRONTEND; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE FRONTEND 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 POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE FRONTEND. 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.

15. Indemnity

You will indemnify, defend, and hold us (and our employees, directors, agents, affiliates and representatives) 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 the Frontend; (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 Frontend with your unique name, password or other appropriate security code; or (f) your willful misconduct, gross negligence or fraud.

16. Modification of Terms; Relationship with Circle Entities

1. We may amend these Terms or modify the Frontend at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website, if applicable (each a “Revised Version”). The Revised Version will be effective immediately as of the time it is posted, but will not apply retroactively. Your continued access and use of the Frontend after the date any such changes become effective constitutes your acceptance of the Revised Version. You should periodically visit this page to review the current Terms, so you are aware of any revisions. If you do not agree to abide by these Terms or Revised Version, you will not access, browse, or use (or continue to access, browse or use) the Frontend.
2. For avoidance of doubt, Circle may make technological updates to the Frontend that do not degrade the Frontend without notice. Any Dispute (as defined in Section 17) that arose before the changes will be governed by the Terms in place when the Dispute arose.

17. Dispute Resolution and Binding Individual Arbitration

1. “Disputes” are defined as any claim, controversy, or dispute between you and Circle, its suppliers, service providers or licensors (or their respective affiliates, agents, directors or employees), whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or Circle that occurred before the effective date of these Terms, including any claims arising from or relating in any way to these Terms or any matter relating to the Frontend.
2. General
   You and Circle agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST CIRCLE. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
3. Pre-Filing Requirement to Attempt to Resolve Disputes.
   Before an arbitration is commenced, you or Circle agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Circle should be sent by email to [email protected] or by mail to Circle Technology Services, LLC, Attn: Arbitration Provision, One World Trade Center 87th floor, NY, NY 10007, USA. Any Notice sent to you will be sent to the email address you provide. The Notice must: (i) include your name and the public wallet address(es) you used to access the Frontend; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that state or federal courts in New York, New York, USA referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.
4. Scope of Arbitration.
   If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by JAMS Mediation, Arbitration, ADR services (“JAMS”) in accordance with The Comprehensive Arbitration Rules and Procedures of JAMS (available from JAMS on its website at www.jams.com). You and Circle will have the right to file early or summary dispositive motions and to request that the relevant expedited procedures apply regardless of the claim amount. An arbitration will be conducted by a single, neutral arbitrator and shall take place in New York, New York, USA unless otherwise mutually agreed by the parties. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
5. Small Claims Court.
   Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the JAMS, the other party may, in its sole discretion, inform JAMS that it chooses to have the Dispute heard in small claims court. At that time, JAMS will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.
6. Arbitration Procedures.
   The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in New York, New York, at another mutually agreeable location or, if both parties agree, by telephone or videoconference. Any arbitration shall be conducted in English. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Circle values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable legal requirements. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.
7. Arbitration Fees.
   In accordance with JAMS, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you and Circle also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Frontend.
8. Opt Out.
   You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after we first provide you with the right to reject this provision. The Opt Out may be mailed to Circle Technology Services, LLC, Attn: Arbitration Provision, One World Trade Center 87th floor, NY, NY 10007, USA. Alternatively, you may send an email with the subject line "Opt Out of Arbitration" to [email protected]. Any Opt Out notice must include your name, address, phone number and the email address(es) you used to sign up and use the Frontend. You must send such a notice in order to opt out of this provision. Opting out will not affect any other aspect of the Terms, and will have no effect on any other or future agreements you may reach to arbitrate with us.
9. Court Proceedings
   Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state or federal courts in New York, New York.

18. Governing Law

These Frontend Terms are governed by Delaware law without regard to its choice of law or conflicts of law principles and/or applicable the federal law of the United States. Any arbitration related to any Dispute will be governed by the Federal Arbitration Act, as set forth above.

19. Limitation on Time to Initiate a Dispute

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.

20. Assignment; Change of Control

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void. We may assign these Frontend Terms without your consent, including to any Circle affiliate or subsidiary.

21. Force Majeure

Circle’s obligation to provide the Frontend hereunder shall be suspended during the period and to the extent that Circle is prevented or hindered from providing the Frontend due to any event or circumstance beyond the reasonable control of Circle or a subcontractor or agent (“Force Majeure Event”). Notwithstanding the foregoing, Circle shall not be liable for the nonperformance or delay in performance of its obligations under these Terms to the extent such failure is due to a Force Majeure Event. Any suspension of Circle’s obligation to provide the Frontend hereunder shall be in effect for no longer than is required by the Force Majeure Event.

22. Other Provisions

These Terms and any other applicable terms or policies, are a complete statement of the agreement between you and Circle regarding the Frontend. 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. From time to time, we may request you to certify, in writing, that you are in compliance with these Terms and all other applicable terms and policies, and the purpose or use of the Frontend and related data that you have access to, and that each such purpose or use complies with these Terms and all other applicable terms and policies. All such certifications and attestations must be provided by an authorized representative of yours in writing. For purposes of interpreting these Terms, unless otherwise specifically stated: (a) the singular includes the plural, and the plural includes the singular; (b) the words “herein”, “hereunder” and “hereof” and other words of similar import refer to these Terms as a whole and not to any particular section or paragraph; (c) the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation”; (d) the words “writing” or “written” mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; (e) the captions and section and paragraph headings used in these Terms are inserted for convenience only and will not affect the meaning or interpretation of these Terms; and (f) the references herein to the parties will refer to their permitted successors and assigns.