Legal & Privacy

To the extent that you (“you,” “your,” or “User”) have a Circle Mint account, these Wrapped Digital Assets Terms (“Terms”) augment the Circle Mint User Agreement in respect of, and govern your use of, the Circle Mint account (as defined in the Circle Mint User Agreement) for any transactions involving the Wrapping Services (as defined in the Circle Mint User Agreement).  Users with a Circle Mint account are referred to herein as “User Type A.” To the extent you do not have a Circle Mint account but hold Wrapped Digital Assets, these Terms still apply to your holding and use of Wrapped Digital Assets (such Users are referred to herein as “User Type B”).  For the avoidance of doubt, Users Type B are not customers of Circle, as Users Type B do not have a Circle Mint account.

By obtaining and using Wrapped Digital Assets, you understand and expressly agree to these Terms, regardless of whether or not you are a customer of Circle, and you acknowledge that you have reviewed and understand each of the disclosures made in this section. Any provisions of these Terms that only apply to User Type A or User Type B will be specifically noted herein.  Unless so noted, each Section of these Terms applies to both User Type A and User Type B, and any use of “you” or “your” refers to both User Type A and User Type B.

By holding or using Wrapped Digital Assets, or using any of the Wrapping Services, you agree that you have read, understood and accept all of the terms and conditions contained in these Terms, as well as our Privacy Policy, Cookie Policy and E-Sign Consent, and you acknowledge and agree that you will be bound by these terms and policies.

Section 26 of these Terms governs how these Terms may be changed over time; the date of the last update is set forth at the top of these Terms.

1. About Wrapped Digital Assets

Wrapped Digital Assets are digital tokens issued by Circle International Bermuda Limited, a Bermuda exempted company limited by shares that is licensed to conduct digital assets business by the Bermuda Monetary Authority holding a Class F digital assets business licence (“Circle Bermuda”) that are fully backed by the underlying digital asset that it represents (“Underlying Digital Asset”).  

Each Wrapped Digital Asset is fully backed by an equivalent amount of the Underlying Digital Asset held by Circle Bermuda at First National Digital Currency Bank, N.A., an affiliated, OCC-regulated national bank (or other regulated Circle affiliate) in segregated omnibus accounts on trust and entirely separate from Circle’s business, operating and reserve accounts, on behalf of, and for the benefit of, Users (the “WDA Segregated Accounts”). The WDA Segregated Accounts are in the name, and under the control of Circle Bermuda or another regulated Circle affiliate but the beneficial ownership, rights and title to the Underlying Digital Asset shall remain with the User and not transfer to Circle Bermuda or such Circle affiliate. This means that for every Wrapped Digital Asset issued by Circle Bermuda and remaining in circulation, Circle Bermuda (or such affiliate) will hold on trust, on behalf of Users, one Underlying Digital Asset in its WDA Segregated Accounts (the “Underlying Reserves”).  Wrapped Digital Assets are not designed to intrinsically create returns for holders, increase in value, or otherwise accrue financial benefit to the Wrapped Digital Asset holder. Any part of your Underlying Digital Assets may be pooled together with Underlying Digital Assets of other Users in one omnibus WDA Segregated Account and we will identify in our books and records the part of the Underlying Digital Assets that belong to you. We will not lend, pledge, rehypothecate or otherwise deal with the Underlying Reserves, or transfer such Underlying Digital Asset to any person other than an affiliate of Circle Bermuda acting as a custodian or sub-custodian with respect to such Underlying Digital Asset, save to the extent expressly set out in these Terms, as required by applicable law or a valid governmental order, or pursuant to a valid redemption or other instruction from the applicable holder in accordance with these Terms.

The Underlying Digital Assets will not form part of Circle's assets for insolvency or winding up purposes and we will use commercially reasonable efforts to assist you in asserting your claims with respect to the Underlying Digital Assets held in a WDA Segregated Account and, specifically, to ask the liquidator to set aside the Underlying Digital Assets held in the WDA Segregated Accounts from assets held in Circle's business, operating and reserve accounts.

2. Scope of Wrapped Digital Assets and Key Terms

The following only applies to User Type A: As you have agreed to, and are subject to, the Circle Mint User Agreement, Circle makes available the following Wrapping Services provided by Circle Bermuda: (a) minting and issuing a corresponding wrapped digital asset (“Wrapped Digital Asset”) upon receipt (or debiting of your Circle Mint account) of the applicable Underlying Digital Asset, and (b) burning a Wrapped Digital Asset upon redemption in exchange for delivery (or crediting of your Circle Mint account) of the corresponding Underlying Digital Asset.  Your use of the Wrapping Services is subject to these Terms.  Any of the Wrapping Services can be discontinued at any time in accordance with Section 16 of these Terms.

You understand and agree that you may only wrap your Underlying Digital Asset and redeem Wrapped Digital Asset for the Underlying Digital Asset in your Circle Mint account to the extent that you have a Circle Mint account in good standing. Wrapped Digital Asset represents your right to redeem Wrapped Digital Asset for an equivalent amount of the Underlying Digital Asset through your Circle Mint account with Circle. By wrapping your Underlying Digital Asset, and for so long as you hold the Wrapped Digital Asset, you remain entitled to all of the economic value and bear the economic risk of the corresponding Underlying Digital Asset represented by such Wrapped Digital Asset. 

The following only applies to User Type B: You may not redeem Wrapped Digital Assets with Circle Bermuda unless and until you open a Circle Mint account. Eligibility for and requirements related to opening a Circle Mint account are set forth in the Circle Mint User Agreement.

The following applies to both User Type A and User Type B: Your use of Wrapped Digital Assets and Wrapping Services (as applicable), is subject to these Terms and Circle’s obligations hereunder are conditional on you complying with its provisions. You understand that any violation of these Terms may result in potential consequences, including the possible loss, forfeiture or freezing of the Underlying Digital Assets. You understand and agree that sending Wrapped Digital Asset to another address automatically transfers and assigns to the owner of that address (a “Holder”), and any subsequent Holder, the right to redeem Wrapped Digital Asset for the Underlying Digital Asset so long as the Holder is eligible to, and does, register a Circle Mint account.  For the avoidance of doubt, if a Holder is not eligible to register a Circle Mint account, or fails to do so, such Holder is not entitled to redeem the Wrapped Digital Asset with Circle.  

Each Wrapped Digital Asset is intended to maintain a value of one (1) Underlying Digital Asset.  In order to issue a Wrapped Digital Asset, a corresponding Underlying Digital Asset is held in the Underlying Reserves.  Circle (or an affiliate designated by Circle) commits to redeem one (1) Wrapped Digital Asset for one (1) Underlying Digital Asset, subject to these Terms, applicable law, and any fees where applicable.  A Wrapped Digital Asset does not itself generate any interest or return for holders of such Wrapped Digital Asset. 

3. Applicable Laws and Regulations

Your holding and use of Wrapped Digital Assets, and any use of the Wrapping Services, is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering and anti-terrorist financing and counter proliferation financing (“AML/ATF”) provisions and sanctions.  You agree to act in compliance with and be legally bound by these Terms and all applicable laws and regulations. These Terms are conditional on your continued compliance at all times with these Terms and all applicable laws and regulations.

Applicable laws require us to prevent Restricted Persons from holding Wrapped Digital Assets using Wrapping Services. A Restricted Person means any person that is the subject or target of any sanctions, including a person that is:

• named in any sanctions-related list maintained by the U.K. Foreign, Commonwealth & Development Office, the U.S. Department of State; the U.S. Department of Commerce, including the Bureau of Industry and Security’s Entity List and Denied Persons List; or the U.S. Department of the Treasury, including the OFAC Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, and the Foreign Sanctions Evaders List; or any similar list maintained by any other relevant governmental authority;
• owned or controlled by any such person or persons listed above; or
• located, organized or resident in a country, territory or geographical region which is itself the subject or target of any territory-wide sanctions (a “Restricted Territory”) (currently, Cuba, Iran, North Korea, and the Ukraine regions of Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia).

‍4. Eligibility; Limitations

The following applies to both User Type A and User Type B: Circle Mint accounts, Wrapping Services and support for Wrapped Digital Assets are currently only available to individuals and institutions (as applicable) located in supported jurisdictions. For a complete list of currently supported jurisdictions, please see here.

By holding or using Wrapped Digital Assets, or accessing or using the Wrapping Services, you further represent and warrant that:

1. you are at least 18 years old, are not a Restricted Person, and are not holding Wrapped Digital Assets on behalf of a Restricted Person.  
2. you will not be using Wrapped Digital Assets or the Wrapping Services (as applicable) for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism or proliferation financing, other violent activities or any prohibited market practices, including, but not limited to, those listed under Sections 20 and 21.

You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these Terms and that any misrepresentation by you is a violation of these Terms.

If Circle suspects or determines that you or any of your authorized users or customers, as applicable, have violated these Terms, including, but not limited to, attempting to transact or transacting with Blocked Addresses (as defined in Section 13) or attempting to engage or engaging in Restricted Activities or Prohibited Transactions, and you have a Circle Mint account, then Circle may be forced to terminate your Circle Mint account and you may forfeit any Underlying Digital Assets otherwise eligible for redemption.

Notwithstanding the foregoing, Circle may determine not to make Wrapped Digital Assets or the Wrapping Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location. We may also, without liability to you or any third party, refuse to let you register for a Circle Mint account.

The following only applies to User Type A: Use of certain Wrapping Services in a Circle Mint account may have further eligibility requirements that will need to be verified prior to you using such Wrapping Services, or from time to time in order to continue your use of the Wrapping Services, and may be subject to additional terms and conditions.

5. Support

Please visit Support here or contact Support at [email protected] to report any violations of these Terms or to ask any questions regarding these Terms or the Wrapping Services, as applicable.

6. AML/ATF Compliance

Our AML/ATF procedures are guided by all applicable laws and regulations regarding AML/ATF. These standards are designed to prevent the use of the Wrapping Services for money laundering or terrorist or proliferation financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist or proliferation financing or any other financial crimes.

7. USA PATRIOT Act Notification

This Section 7 applies only to User Type A and if your country of residence is the United States:

Please also note that Section 326 of the USA PATRIOT Act of 2001 requires all financial institutions to obtain, verify, and record information that identifies each person who registers a Circle Mint account. This federal requirement applies to all new users. This information is used to assist the U.S. Government in the fight against the funding of terrorism and money laundering activities. You will be required to comply with our KYC procedures in order to redeem any Underlying Digital Asset.

8. Support for Circle Issued Wrapped Digital Assets Only; Copies, Forks & Advanced Protocols Not Supported

The following only applies to User Type A: Your Circle Mint account supports sending and receiving Supported Digital Currencies (as defined in the Circle Mint User Agreement).  If you attempt to send any other virtual currency, token, digital currency, or similar digital assets other than Supported Digital Currencies (“Other Digital Assets”) to your Circle Mint account, such Other Digital Assets may be lost forever.  Please refer to your Circle Mint User Agreement for a list of Supported Digital Currencies. If you attempt to send a Wrapped Digital Asset from your Circle Mint account to a wallet or address that does not support the Wrapped Digital Asset, your Wrapped Digital Asset will be lost forever.  Circle bears no responsibility for any losses you might incur as a result of you sending Other Digital Assets to your Circle Mint account or you sending Wrapped Digital Asset from your Circle Mint account to a wallet or address that does not support the Wrapped Digital Asset.

The following applies to both User Type A and User Type B: As a result of the decentralized and open source nature of Wrapped Digital Assets, it is possible that a party unaffiliated with Circle could create an alternative, equivalent version of the Wrapped Digital Asset either on one of the WDA Supported Blockchains (as defined in the Circle Mint User Agreement) or on an unsupported blockchain (a “copy”) that operate independently from the Wrapped Digital Asset.  Similarly, it is possible that a party unaffiliated with Circle may create an asset and purport that such asset is collateralized by or otherwise incorporates the same Underlying Digital Asset into its design (a “wrapper”). Circle supports only Wrapped Digital Assets and is under no obligation to support any copies of any Wrapped Digital Asset or wrappers and assumes no responsibility for any value that might be lost as a result of this lack of support of copies of Wrapped Digital Assets.

As a result of the decentralized and open source nature of the blockchains on which an Underlying Digital Asset is supported, it is possible that a party unaffiliated with Circle could create an alternative version of the blockchain (a “fork”). Note that in the event of a fork of the WDA Supported Blockchain, Circle may be forced to suspend all activities relating to the corresponding Wrapped Digital Asset (including wrapping an Underlying Digital Asset, redeeming a Wrapped Digital Asset for the Underlying Digital Asset or sending and receiving a Wrapped Digital Asset) for an extended period of time until Circle has determined in its sole discretion that such functionality can be restored (“Downtime”). This Downtime will likely occur immediately upon a “fork”, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving the Wrapped Digital Asset. In the event of a fork of a WDA Supported Blockchain, Circle shall, in its sole discretion, determine which fork it will support, if any.    

9. WDA Supported Blockchains and Smart Contract Modifications

Wrapped Digital Assets operate on WDA Supported Blockchains.  Circle does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any WDA Supported Blockchain. Any such attacks or delays on any WDA Supported Blockchain might materially delay or prevent you from sending or receiving a Wrapped Digital Asset, and Circle shall bear no responsibility for any losses that result from such issues.

Note that in certain circumstances, including, but not limited to, a copy or fork of a WDA Supported Blockchain or the identification of a security issue with a WDA Supported Blockchain, Circle may be forced to suspend all activities relating to Wrapped Digital Asset (including wrapping the Underlying Digital Asset, redeeming the Wrapped Digital Asset for the Underlying Digital Asset, or sending and receiving Wrapped Digital Asset) for an extended period of time until such Downtime is over and Wrapping Services can be restored. This Downtime will likely occur immediately upon a copy or fork of any WDA Supported Blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving Wrapped Digital Assets.  

Circle reserves the right to migrate the Wrapped Digital Asset to another blockchain or protocol in the future in its reasonable discretion. Upon Circle’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your Wrapped Digital Asset to another blockchain or protocol identified by Circle. If you fail to effectuate such migration, the Wrapped Digital Asset may not be compatible with your Circle Mint account going forward. Circle will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your Wrapped Digital Asset to another blockchain or protocol identified by Circle.

10. Privacy

We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read the Circle Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used.

11. Communications

By entering into these Terms, you agree to receive electronic communications and notifications in accordance with our E-Sign Consent Policy.

These Terms are provided to you and communicated in English. We will also communicate with you in English for all matters related to Wrapped Digital Assets and your use of Wrapping Services. Where we have provided you with a translation of the English language version of these Terms, you agree that such translation is provided for your convenience only and that the English language version of these Terms governs your holding and use of Wrapped Digital Asset, and the Wrapping Services, as applicable.

12. Limited License; IP Rights

The following only applies to User Type A: We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of these Terms, to access and use the Wrapping Services solely for approved purposes as determined by Circle. Any other use of the Wrapping Services is expressly prohibited. Circle and its licensors reserve all rights in the Wrapping Services and you agree that these Terms do not grant you any rights in or licenses to the Wrapping Services except for the limited license set forth above. Except as expressly authorized by Circle, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Wrapping Services, in whole or in part. If you violate any portion of these Terms, your permission to access and use the Wrapping Services may be terminated pursuant to these Terms.

"Circle.com", "Circle", and all logos related to the Wrapping Services are either trademarks, or registered marks of Circle or its licensors. Whether or not you have a Circle Mint account, you may not copy, imitate, or use them without Circle's prior written consent. All right, title, and interest in and to the Circle website, any content thereon, the Wrapping Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Circle and its licensors.

13. Risk Factors & Disclosures

The following list of risks associated with Wrapped Digital Assets and the Wrapping Services is not exhaustive.

No guarantee of price stability on Third Party Platforms

Subject to the limitations set forth in these Terms, (i) when Circle wraps Underlying Digital Assets by minting a Wrapped Digital Asset it will always do so at a rate of one Underlying Digital Asset  for each one (1) Wrapped Digital Asset; and (ii) when Circle redeems a Wrapped Digital Asset for the Underlying Digital Asset, it will always redeem one (1) Wrapped Digital Asset for one (1) Underlying Digital Asset, less fees where applicable.

Circle does not guarantee that the value of one (1) Wrapped Digital Asset will always equal one (1) Underlying Digital Asset on other platforms.  Due to a variety of factors outside of Circle’s control, the value of a Wrapped Digital Asset on third-party platforms such as cryptocurrency exchange platforms could fluctuate above or below the value of the Underlying Digital Asset. Circle cannot control how third parties quote or value Wrapped Digital Assets, and Circle is not responsible for any losses or other issues that may result from fluctuations in the value of Wrapped Digital Assets.

Third-party platforms

Wrapped Digital Assets are based on open source software and run on WDA Supported Blockchains. This means that third parties can elect to support Wrapped Digital Assets on their platforms without any authorization or approval by Circle or anyone else.  As a result, support for Wrapped Digital Assets on any third-party platform does not imply any endorsement by Circle that such third-party services are valid, legal, stable or otherwise appropriate. Circle is not responsible for any losses or other issues you might encounter using Wrapped Digital Assets on WDA Supported Blockchains or other platforms not directly controlled by Circle.

You accept all consequences of sending Wrapped Digital Assets

Transactions involving Wrapped Digital Assets are not reversible. Once you send Wrapped Digital Assets to an address, you accept the risk that you may lose access to, and any claim on, that Wrapped Digital Asset indefinitely or permanently. For example, (i) an address may have been entered incorrectly and the true owner of the address may never be discovered, (ii) you may not have (or subsequently lose) the private key associated with such address, (iii) an address may belong to an entity that will not return the Wrapped Digital Asset, or (iv) an address belongs to an entity that may return the Wrapped Digital Asset but first requires action on your part, such as verification of your identity. For the avoidance of doubt, nothing in these Terms is intended to obligate Circle to track, verify or determine the provenance of Wrapped Digital Asset balances for Users, including any form of security interests claimed thereon.

Blocked Addresses & Forfeited Funds

Circle reserves the right to “block” certain Wrapped Digital Asset addresses and, if such addresses are Circle custodied addresses, freeze associated Wrapped Digital Assets (temporarily or permanently) that it determines, in its sole discretion, may be associated with illegal activity or activity that otherwise violates these Terms (“Blocked Addresses”). In the event that you send Wrapped Digital Assets to a Blocked Address, or receive Wrapped Digital Asset from a Blocked Address, Circle may freeze such Wrapped Digital Assets and take steps to terminate your Circle Mint account. In certain circumstances, Circle may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your Wrapped Digital Asset, including the ability to redeem a Wrapped Digital Asset for the Underlying Digital Asset. Circle may also be required to freeze Wrapped Digital Assets and/or surrender associated Underlying Digital Assets held in WDA Segregated Accounts in the event it receives a legal order from a valid government authority requiring it to do so.

Blocklisting

Wrapped Digital Assets are issued and redeemed in accordance with Circle's blocklisting policy. Circle reserves the right to block the transfer of Wrapped Digital Assets to and from an address on chain as permitted under the blocklisting policy.

Software protocols and operational challenges

You are aware of and accept the risk of operational challenges. Circle may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Wrapping Services. You understand that the Wrapping Services may experience operational issues that lead to delays, including delays in redeeming the Wrapped Digital Asset. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Circle accountable for any related losses.

Compliance

You are responsible for complying with applicable law. You agree that Circle is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of Wrapped Digital Assets or the Wrapping Services, including any accurate reporting of the tax or legal status of Wrapped Digital Assets in your jurisdiction.

Legal treatment of Wrapped Digital Asset transfers

The regulatory status of Wrapped Digital Assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to Wrapped Digital Assets, blockchain technology and its applications.  Accordingly, it is not possible to determine whether a Wrapped Digital Asset transfer would be recognized under applicable law by a court or regulator at the U.S. state, U.S. federal, or international level.

Legislative and regulatory changes

Legislative and regulatory changes or actions at the U.S. state, U.S. federal, or international level may adversely affect the wrapping of the Underlying Digital Asset, and the use, transfer, redemption and/or value of Wrapped Digital Asset.

Claim on the Underlying Digital Asset

Only Users Type A can redeem Wrapped Digital Assets directly with Circle.  For Users Type A, your ability to redeem the Underlying Digital Asset with us is conditional on (i) your possession of a corresponding amount of Wrapped Digital Assets associated with a registered Circle Mint account, (ii) no violation of these Terms or your Circle Mint User Agreement, and (iii) no action, pending or otherwise, by a regulator, law enforcement or a court of competent jurisdiction that would restrict redemption.

Sending Wrapped Digital Assets to another address automatically transfers and assigns to that Holder, and any subsequent Holder, the right to redeem the Wrapped Digital Asset for the Underlying Digital Asset with us so long as the Holder is eligible to, and does, register a Circle Mint account (and thereby becomes a User Type A).

Encumbrances

Depending on the actions of the owners of Wrapped Digital Asset addresses before your receipt of Wrapped Digital Asset  from another Wrapped Digital Asset address, it is possible that the transfer of Wrapped Digital Assets  between Wrapped Digital Asset  addresses could result in the Wrapped Digital Asset in your account becoming subject to a lien or other form of security interest before redemption.

On-chain transactions irreversible

When a Wrapped Digital Asset is sent to a third-party Wrapped Digital Asset address, such transaction is completed on a WDA Supported Blockchain. This means that such transaction is irreversible and Circle does not have the ability to reverse or recall any transaction once initiated.  You bear all responsibility for any losses that might be incurred as a result of sending Wrapped Digital Assets to an incorrect or unintended Wrapped Digital Asset address.

Affiliate Activities

You understand and agree that individuals or entities affiliated with Circle may hold, purchase, sell, or otherwise engage in transactions using or involving Wrapped Digital Assets.  You further understand and agree that such persons may engage in this activity for any reason, including but not limited to engaging in commercial transactions, promoting transaction activity that utilizes Wrapped Digital Assets, or otherwise supporting the use or adoption of Wrapped Digital Assets.  This activity may involve selling Wrapped Digital Assets to other entities for provision to their end users.  You understand and agree that no individual or entity, whether affiliated with Circle or otherwise, is under any obligation to engage in these activities, and they may be discontinued at any time.  

Ownership Interest

Pursuant to these Terms, each holder of a Wrapped Digital Asset holds an ownership interest in a corresponding Underlying Digital Asset held by Circle Bermuda in the WDA Segregated Accounts. Notwithstanding anything to the contrary in these Terms, in the event of any shortfall in the amount of the Underlying Digital Assets held by Circle Bermuda in the WDA Segregated Accounts corresponding to Wrapped Digital Assets in circulation, regardless of the cause of such shortfall, Circle and Circle Bermuda’s liability to any holder of such Wrapped Digital Asset will be limited to such holder’s pro rata share of the shortfall amount.

14. Third Parties

You understand and agree that Circle does not control any products or services sold or offered by third parties using the Wrapping Services.  

Circle is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, failure to comply with applicable law and regulations (including any consequences for illegal transactions that might be triggered under these Terms), the quality and delivery of such products and services, or your satisfaction with any products or services, the purchase of which is facilitated by the Wrapping Services. If you are not satisfied with any goods or services purchased from a third party using the Wrapping Services, you must handle those issues directly with the third-party seller.

15. AI Agents

If you access or use any Wrapped Digital Asset or their features or functionalities through an AI Agent or other automated system, you remain solely responsible for that access and use and for all acts, omissions, instructions, decisions, and transactions of such AI Agent or automated system as if you had taken them directly. Any AI Agent that accesses or uses a Wrapped Digital Asset or their features or functionalities does so solely on your behalf, and you remain fully responsible for all resulting activity.

For purposes of this section, an “AI Agent” means any artificial intelligence agent, model, bot, script, or other automated system that accesses, uses, interfaces with, or acts in connection with any Wrapped Digital Asset on your behalf or using your credentials, access rights, or permissions.

16. Fees

The following only applies to User Type A: Except as otherwise disclosed to you in advance after providing reasonable notice, Circle will not charge you any fees for wrapping an Underlying Digital Asset, or redeeming a Wrapped Digital Asset, or transmitting a Wrapped Digital Asset. You are solely responsible for any gas fees incurred in transmitting an Underlying Digital Asset to your Circle Mint account and transmitting an Underlying Digital Asset or Wrapped Digital Asset from your Circle Mint account to an external wallet.

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

The following only applies to User Type A: We reserve the right to (i) change, suspend, or discontinue any aspect of the Wrapping Services at any time, including hours of operation or availability of any feature, without notice and without liability and (ii) decline to process any issuance  or redemption without prior notice and may limit or suspend your use of one or more Wrapping Services at any time, in our sole discretion. Our rights under this paragraph are subject to our obligations under applicable law and licenses, including but not limited to our reasonable suspicion of inappropriate or illegal conduct. Suspension of your use of any of the Wrapping Services will not affect your rights and obligations pursuant to these Terms. We may, in our sole discretion, delay issuances or redemptions if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of these Terms.

18. Transactions Irreversible

The following only applies to User Type A: Once a transaction has been initiated, it cannot be reversed, as further described in Section 13 above.  Except as set forth in these Terms, all transactions processed through the Wrapping Services are nonrefundable. 

19. Collection of Amounts Owed

The following only applies to User Type A: 

In the event that Circle is forced to engage a third party to assist with the recovery of any funds or Underlying Digital Assets owed by you to Circle, you will be charged any fees or expenses that are incurred by Circle in connection with such recovery efforts, including, but not limited to, collection fees, legal fees or convenience fees charged by third parties.  You hereby explicitly agree that all communication in relation to funds or Underlying Digital Assets owed by you to Circle or a delinquent account will be made by electronic mail or phone. Such communication may be made by Circle or by any third party acting on its behalf, including but not limited to a third-party collection agent. Note that if Circle is forced to engage such third parties in connection with recovering amounts that you owe Circle, your credit may be negatively impacted.

20. Restricted Activities

In connection with your holding or use of Wrapped Digital Assets, or the Wrapping Services (as applicable), you hereby agree that you will not:

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

21. Prohibited Transactions

Using Wrapped Digital Assets or the Wrapping Services for transactions related to the following is prohibited, and Circle reserves the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:

1. any Restricted Persons;
2. weapons of any kind in contravention of applicable laws, including but not limited to, as applicable, firearms, ammunition, knives, explosives, or related accessories;
3. controlled substances, including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories, unless licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;
4. gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, games that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing, unless licensed and authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place;
5. money-laundering, terrorist or proliferation financing;
6. any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;
7. goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;
8. credit repair services, or other services that may present consumer protection risks;
9. court ordered payments, structured settlements, tax payments, or tax settlements;
10. any unlicensed money transmitter activity;
11. layaway systems, or annuities;
12. counterfeit goods, including but not limited to fake or “novelty” IDs;
13. wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;
14. purchasing goods or services of any type from “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods or services (even though such marketplace might also sell legal goods or services); or
15. any other matters, goods, or services that from time to time we communicate to you that are unacceptable and which, for example, may be restricted by our and your bank or payment partners (such transactions, “Prohibited Transactions”).

In the event that Circle learns you are making any such Prohibited Transactions, Circle will consider it to be a violation of these Terms and may also suspend or terminate your Circle Mint account, which can result in the potential forfeit of any Underlying Digital Asset otherwise eligible for redemption.

22. Taxes

The following only applies to User Type A: Circle will maintain a record of your transaction history pursuant to the terms of the Circle Mint User Agreement. This transaction history will include all transactions you complete with Circle including wrapping an Underlying Digital Asset, redeeming a Wrapped Digital Asset, and transferring a Wrapped Digital Asset.

23. Indemnification; Release

The following only applies to User Type A: Section 22 of the Circle Mint User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of Wrapping Services and our products and services as contemplated herein.

The following only applies to User Type B: You agree to indemnify and hold Circle, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of these Terms, your violation of any law or regulation or your holding or use of Wrapped Digital Assets.

For the purpose of this Section 23, the term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section which are the result of the matters set out in this Section 23 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).

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

24. Limitation of Liability; No Warranty

The following only applies to User Type A: Section 23 of the Circle Mint User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of Wrapping Services and our products and services as contemplated herein.

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

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH WRAPPED DIGITAL ASSETS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE HOLDING AND USE OF WRAPPED DIGITAL ASSETS.

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

25. Force Majeure

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

26. Amendments

Circle may amend any portion of these Terms at any time 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 access or use the Wrapped Digital Assets or the Wrapping Services after the initial posting of the revised Terms and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Wrapping Services and terminate your Circle Mint account (if any). You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms.

If the revised Terms include a material change, we will provide you with prior notice via our website and/or email not less than 30 days before the material change becomes effective. For this purpose a “material change” means a significant change other than changes that (i) are to your benefit, (ii) are required to be made to comply with applicable laws and/or regulations or as otherwise required by one of our regulators, (iii) relates to a new product or service made available to you, or (iv) otherwise clarifies an existing term.

27. Assignment and Third-Party Holders

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, subject to the following exception. Sending Wrapped Digital Assets to an address will automatically transfer and assign to that Holder, and any subsequent Holder, the right to redeem Wrapped Digital Assets for the Underlying Digital Assets so long as the Holder is eligible to, and does, register a Circle Mint account.

Each Holder is subject to all terms of these Terms as if a User including, but not limited to, the requirements to not transact with Blocked Addresses and not engage in Restricted Activities or Prohibited Transactions.

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. If you object to such transfer or assignment, you may stop holding and using Wrapped Digital Assets; further if you are a User Type A, you may also stop using our Wrapping Services, and terminate these Terms by contacting Support at [email protected] and asking us to close your Circle Mint account.

28. Survival

Upon termination of these Terms (and termination of your Circle Mint account, if you are a User Type A), all rights and obligations of the parties that by their nature are continuing will survive such termination.

29. Website; Third Party Content

Circle strives to provide accurate and reliable information and content on the Circle website, but such information may not always be correct, complete, or up to date. Circle will update the information on the Circle website as necessary to provide you with the most up to date information, but you should always independently verify such information. The Circle website may also contain links to third-party websites, applications, events or other materials (“Third Party Content”). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by Circle of any products or services. Circle shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Circle website or in any Third Party Content.

30. Legal Compliance

The Wrapped Digital Assets and Wrapping Services are subject to AML/ATF provisions, including sanctions. By holding or using Wrapped Digital Assets, or using the Wrapping Services, you represent and warrant that your actions are not in violation of sanctions. Without limiting the foregoing, you may not hold or use Wrapped Digital Assets, or use the Wrapping Services if you are a Restricted Person or intend to transact with or on behalf of any Restricted Persons.

31. Governing Law; Venue

(a) Delaware Law for Contractual and Service Disputes. Except as provided in Section 31(b), these Terms, and any dispute, claim, action, controversy or cause of action arising out of or relating to these Terms, the holding or use of Wrapped Digital Assets, or the use of the Wrapping Services, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction, and, to the extent applicable, the laws of the United States of America.

(b) Bermuda Law for Certain Issuer and Reserve Matters. Notwithstanding Section 31(a), the following matters, and any dispute, claim, action, controversy or cause of action arising out of or relating to such matters, shall be governed by and construed in accordance with the laws of Bermuda: (i) the existence, formation, validity, status, powers, authority or capacity of Circle Bermuda; (ii) the characterization, creation, perfection, priority, enforceability or effect of any ownership interest, beneficial interest, custodial interest, trust, segregation or other proprietary or similar interest asserted in respect of any Underlying Digital Asset or any WDA Segregated Account; (iii) the treatment of any Underlying Digital Asset or any WDA Segregated Account in any insolvency, restructuring, liquidation, scheme, arrangement or analogous proceeding involving Circle Bermuda; and (iv) any other matter that is required as a matter of mandatory Bermuda law to be determined under Bermuda law.

(c) Exclusive Forum. Except as provided in Section 31(d), each party agrees that the state and federal courts located in Delaware shall have exclusive jurisdiction over any matter governed by Section 31(a), and each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens with respect to such matter.

(d) Exclusive Bermuda Forum for Bermuda Matters. Each party agrees that the courts of Bermuda shall have exclusive jurisdiction over any dispute the principal subject matter of which is a matter governed by Section 31(b), and each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens with respect to such dispute.

(e) Equitable Relief. Nothing in these Terms shall prevent Circle, Circle Bermuda, or any of their respective affiliates from seeking interim, provisional, conservatory or equitable relief, including injunctive relief or relief in aid of enforcement, in any court of competent jurisdiction where such relief is necessary to protect assets, enforce blocklisting, comply with legal or regulatory requirements, preserve the status quo, or prevent irreparable harm.

32. Entire Agreement

The following applies to both User Type A and User Type B: The failure of Circle to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 26. Furthermore, if any portion of these Terms, whether in whole, or in part, shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid against certain persons or categories of persons that are purportedly bound by these Terms, such portion of these Terms shall otherwise remain in full force and effect and remain enforceable as to any other persons bound by these terms.  The headings and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. These Terms and Circle’s policies governing the holding or use of Wrapped Digital Assets, the use of the Wrapping Services referenced herein, the Privacy Policy, the Cookie Policy and the E-Sign Consent constitute the entire agreement between you and Circle with respect to the holding or use of Wrapped Digital Assets, and the use of the Wrapping Services. These Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and Circle and other Circle affiliates which each shall be a third-party beneficiary of these Terms, and no other person shall assert any rights as a third-party beneficiary hereunder.    

The following only applies to User Type A: Notwithstanding anything to the contrary set forth in these Terms or otherwise, in the event of a conflict between any term set forth herein and any term set forth in the Circle Mint User Agreement (i) in connection with any Wrapped Digital Asset transaction, the terms of these Terms shall control, and (ii) in respect of any other Digital Currency transaction, the terms of the Circle Mint User Agreement shall control.

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