Circle USDC User Agreement

This User Agreement (“Agreement”) is a contract between you and Circle Internet Financial, Inc. (“Circle,” “we,” or “us”) that applies to your use of the USDC Services (as defined in Section 15 of this Agreement) as a user (“User”, “you” or “your”).

By registering an account with Circle for USDC Services (a “USDC Account”) or using any of the USDC Services, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as our Privacy Policy, Cookie Policy and E-Sign Consent, and you acknowledge and agree that you will be bound by these agreements and policies. Section 31 of this Agreement governs how this Agreement may be changed over time. The text in the boxes throughout this Agreement is there to help you understand the Agreement, but is not part of the Agreement. If after reading this Agreement in its entirety you are unsure of the terms of the Agreement or you have any questions, please contact Support via email at usdcsupport@circle.com.

To see what terms have changed as a result of the most recent update to the User Agreement, please see the informational box at the end of this User Agreement.

1. About USDC

USDC is a “ERC-20” digital token issued by Circle that operates on the Ethereum blockchain (“USDC” or “USD//Coin”).  USDC is fully backed by U.S. Dollars or equivalent assets held by Circle with its U.S. banking partners in segregated accounts, on behalf of, and for the benefit of, Users.  This means for every USDC issued by Circle and remaining in circulation, Circle will hold on behalf of Users one U.S. Dollar in its bank account(s) or other approved investments (the “Segregated Accounts”).

Circle is a founding member of the Centre Consortium (“Centre”), a member-based consortium of institutions that provides an open source asset-backed stablecoin framework. USDC is produced in accordance with the Centre framework.

2. Scope of USDC and Key Terms

Your use of USDC and USDC Services is subject to this Agreement and Circle’s obligations under this Agreement are conditional on you complying with its provisions. You understand that any violation of this Agreement may result in potential consequences, including the possible loss or forfeiture of U.S. Dollar funds tokenized for USDC. For a description of the process for tokenizing U.S. Dollar funds to USDC and redeeming USDC for U.S. Dollar funds, please see here. You understand and agree that you may only tokenize U.S. Dollar funds to USDC and redeem USDC for U.S. Dollars through this process directly with Circle, and may not do so independently with any of Circle’s banking partners.

Each USDC will have an established value of one (1) U.S. Dollar at the time of being tokenized and redeemed by you, subject to the terms set forth in this Agreement and fees where applicable. While in possession of your U.S. Dollar funds, Circle agrees to take reasonable care in maintaining the established value of U.S. Dollar funds provided by you, and you agree Circle is free to use the funds provided for its own purposes prior to redemption subject to the terms of this Agreement. You also agree that Circle is entitled to any income from the use of your funds, or interest accrued with respect to your funds, prior to redemption. You understand that sending USDC to another address automatically transfers and assigns to the owner of that address (a “Holder”), and any subsequent Holder, the right to redeem USDC for U.S. Dollar funds so long as the Holder is eligible to, and does, register a USDC Account.

3. Applicable Laws and Regulations

Your use of the USDC 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 (“AML”) and counter-terrorist financing (“CTF”) provisions.

You unequivocally agree and understand that by registering a USDC Account and using the USDC Services in any capacity, you will act in compliance with and be legally bound by this Agreement and all applicable laws and regulations (including, without limitation, those stated in this Section 3, where applicable). For the avoidance of doubt, continued use of your USDC Account and Circle’s obligations to you under this Agreement are conditional on your continued compliance at all times with this Agreement and all applicable laws and regulations.

4. Eligibility; Limitations

The USDC Services are currently only available to institutions located in supported jurisdictions. For a complete list of currently supported jurisdictions, please see here.

You must be at least 18 years of age and must not have been previously suspended or removed from the USDC Services or any other service or product offered by Circle or its affiliate entities, including but not limited to Circle UK Trading Limited, Circle Payments, LLC, Poloniex, LLC or Circle Trade Europe Limited, to enter into this Agreement.

If you are registering to use the USDC Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) you are duly authorized by such legal entity to act on its behalf, and (iii) such organization (and any affiliate entity) must not have been previously suspended or removed from the USDC Services or any other service or product offered by Circle or its affiliate entities, including but not limited to Circle UK Trading Limited, Circle Payments, LLC, Poloniex, LLC or Circle Trade Europe Limited, to enter into this Agreement.

Use of certain USDC Services may have further eligibility requirements that will need to be verified prior to you using such USDC Services or from time to time in order to continue your use of the USDC Services.

By accessing or using the USDC Services, you further represent and warrant that:

a) you are not a Restricted Person nor are you resident of a Restricted Territory (each as defined in Section 38 below).  

b) you will not be using the USDC Services for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed under Sections 23 and 24.  

You also understand that there are additional representations and warranties made by you in Section 5 (Accuracy of Information) and Section 38 (Compliance with Export Restrictions) and that any misrepresentation by you is a violation of this User Agreement.

If Circle determines that you have violated this User Agreement, including, but not limited to, transacting with Blocked Addresses (as defined in Section 14) or engaging in Restricted Activities or Prohibited Transactions then Circle may be forced to terminate your USDC Account and you may forfeit any U.S. Dollar funds otherwise eligible for redemption.

Notwithstanding the foregoing, Circle may determine not to make the USDC Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on the User’s location. We may without liability to you or any third party refuse to let you register for a USDC Account.

5. Registration Process; Identity Verification

When registering your USDC Account, you must provide current, complete, and accurate information for all required elements on the registration page, including your full legal name. You also agree to provide us, when registering a USDC Account and on an ongoing basis, any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including, but not limited to, a copy of your government issued photo ID or evidence of residency such as a lease or utility bill. You permit us to keep a record of such information and authorize us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you understand, acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

In certain circumstances, we may require you to submit additional information about yourself or your business, provide records, and complete other verification steps (such process, "Enhanced Due Diligence").

You represent and warrant that any all information provided to us pursuant to this Agreement is true, accurate and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible.

From time to time we may be required to request further information regarding your transactions in order to comply with applicable laws and regulation. Failure to provide such information in a timely fashion may result in the suspension of your ability to use the USDC Services (until you provide such information) or the closure of your USDC Account.

We reserve the right to maintain your account registration information after you terminate your USDC Account for business and regulatory compliance purposes, subject to applicable laws and regulation. For example, we are subject to various AML and CTF regulations which, in a number of jurisdictions, require us to retain certain personal data for a minimum period of five (5) years following the closure of your USDC Account.

6. AML and CTF Compliance

Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF. These standards are designed to prevent the use of the USDC Services for money laundering or terrorist 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 financing or any other financial crimes.

7. USA PATRIOT Act Notification

This Section 7 applies only 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 USDC 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.

What this means to you: when each person registers a USDC Account, we will ask each person for his or her name, physical address, mailing address, date of birth, and other information that will allow us to identify him or her.

8. USDC Support Only; Forks & Advanced Protocols Not Supported

Your USDC Account only supports sending and receiving USDC.  If you attempt to send any other virtual currency, token, digital currency, or similar digital assets other than USDC (“Other Digital Assets”) to your USDC Account, such Other Digital Assets will be lost forever. If you attempt to send USDC from your USDC Account to a wallet or address that does not support USDC your USDC 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 USDC Account or you sending USDC from your USDC Account to a wallet or address that does not support USDC.

As a result of the decentralized and open source nature of USDC it is possible that a party unaffiliated with Circle could create an alternative version of USDC (a “fork”) that operates independently from USDC.  Circle supports only USDC and is under no obligation to support any fork of USDC and assumes no responsibility for any value that might be lost as a result of this lack of support of forks of USDC.  In the event of a fork of USDC, Circle shall, in its sole discretion, determine which fork of USDC it will support, if any.

Note that in the event of a fork of USDC, Circle may be forced to suspend all activities relating to USDC (including tokenizing U.S. Dollars for USDC, or redeeming USDC for U.S. Dollars, sending and receiving USDC) 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” of USDC, potentially with little to no warning, and during this period of Downtime you will not be able to tokenize U.S. Dollars for USDC, nor redeem, send or receive USDC.  

9. Ethereum Network and Smart Contract Modifications

USDC operates on the Ethereum blockchain.  Circle does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with the Ethereum blockchain. Any such attacks or delays on the Ethereum blockchain might materially delay or prevent you from sending or receiving USDC, 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 fork of the Ethereum blockchain or the identification of a security issue with the Ethereum blockchain, Circle may be forced to suspend all activities relating to USDC (including tokenizing U.S. Dollars for USDC, or redeeming USDC for U.S. Dollars, sending and receiving USDC) for an extended period of time until such Downtime is over and USDC Services can be restored. This Downtime will likely occur immediately upon a fork of the Ethereum blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to tokenize U.S. Dollars for USDC, nor redeem, send or receive USDC.  

Circle reserves the right to migrate USDC to another blockchain or protocol in the future should Circle determine, in its reasonable discretion, that doing so is necessary or desirable. Upon Circle’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your USDC to another blockchain or protocol identified by Circle. If you fail to effectuate such migration, the USDC may not be compatible with your USDC Account going forward. Notwithstanding any other provision of this Agreement, 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 USDC to another blockchain or protocol identified by Circle.

10. Privacy Policy

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

For customers located within the European Economic Area (“EEA”), Circle Trade Europe Limited, an affiliate of Circle, is your representative in the EEA for the purposes of the General Data Protection Regulation (EU) 2016/679.

11. Communications

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

Printing and mailing correspondence, disclosures, and account statements takes time, money, and resources so we like to handle these matters electronically.

This Agreement is provided to you and communicated in English. We will also communicate with you in English for all matters related to your use of USDC Services. Where we have provided you with a translation of the English language version of this Agreement, you agree that such translation is provided for your convenience only and that the English language version of the Agreement governs your use of the USDC Services.

12. Security of User Information

You are responsible for maintaining the confidentiality and security of any and all account names, user IDs, passwords, personal identification numbers (PINs) and mobile unlock codes that you use to access the USDC Services. You are responsible for keeping your email address up to date in your USDC Account profile and for maintaining the confidentiality of your user information. You agree to (i) notify Circle immediately if you become aware of any unauthorized use of your USDC Account, the USDC Services, or any other breach of security regarding the USDC Services.  We strongly advise you to enable all relevant security features such as two-factor authentication, as available: this offers you greater protection from possible attackers attempting to log in to your Account than password alone and in situations where your email and/or password is compromised by a third-party data breach. Circle will not be liable for any loss or damage arising from your failure to protect your account information.

We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from Circle, you should login to your USDC Account through the USDC Services website or mobile applications, not by clicking links contained in emails.

We go to great lengths to protect your account, but we need you to do the same. It is important that you always protect not only your Circle password but also the email account associated with your account and any device used to access your account.

13. Account Suspension & Closure

We may without liability to you or any third party suspend your USDC Account, consolidate your USDC Accounts if you have more than one, or terminate your USDC Account or suspend your use of one or more of the USDC Services in accordance with the terms of this Agreement, as determined in our sole and absolute discretion. Such actions may be taken as a result of account inactivity, failure to respond to customer support requests, failure to positively identify you, a court order, your violation of the terms of this Agreement (including, but not limited to, Sections 23 and 24) or for other similar reasons. This may result in your loss or forfeit of U.S. Dollar funds corresponding to the USDC capable of redemption in your USDC Account. Circle may also temporarily suspend access to your USDC Account in the event that a technical problem causes system outage or USDC Account errors until the problem is resolved.

You may terminate this Agreement at any time by closing your USDC Account in accordance with this Agreement. In order to do so, you should contact Support who will assist you in closing your USDC Account. You may not terminate your USDC Account if Circle believes, in its sole discretion, that such closure is being performed in an effort to evade a court order or legal or regulatory investigation or to avoid paying any amounts otherwise due to Circle.

We encourage you to transfer any USDC out of your USDC Account or redeem your USDC for U.S. Dollars prior to issuing a request to terminate your USDC Account. We will be unable to terminate your USDC Account at your request unless you have zero USDC in your USDC Account. We reserve the right to restrict or refuse to permit redemptions or transfers from your USDC Account if (i) your USDC Account has otherwise been suspended or unilaterally terminated by Circle in accordance with this Agreement or (ii) to do so would be prohibited by law or a court order or we have determined that the USDC were obtained fraudulently.

Upon closure or suspension of your USDC Account, you authorize Circle to cancel or suspend pending transactions and forfeit all proprietary rights and claims against Circle in relation to any U.S. Dollar funds otherwise eligible for redemption.

In the event that you or Circle terminates this Agreement or your access to the USDC Services, or cancels your USDC Account, you remain liable for all activity conducted on or with your USDC Account while it was active and for all amounts due hereunder.

If you are seeking to terminate a USDC Account on behalf of a deceased User, please contact Support.

14. Risk Factors & Disclosures

The following list of risks associated with USDC and the USDC Services is not exhaustive.

No guarantee of price stability

Subject to the limitations set forth in this User Agreement, (i) when Circle tokenizes U.S. Dollars for USDC it will always do so at a rate of one U.S. Dollar ($1) per one (1) USDC and (ii) when Circle redeems USDC for U.S. Dollars, it will always redeem such USDC at a rate of one U.S. Dollar ($1) per one (1) USDC, less fees where applicable.

For each USDC that is issued by Circle and remains in circulation, Circle will maintain the equivalent of one U.S. Dollar ($1) with its banking partners in Segregated Accounts, on behalf of, and for the benefit of, Users.  Circle believes these actions will promote the price stability of USDC with an intended goal of one (1) USDC being worth one U.S .Dollar ($1). However, this does not guarantee that the value of one (1) USDC will always equal one U.S. Dollar ($1).  Due to a variety of factors outside of Circle’s control, the value of USDC, particularly on third-party platforms such as cryptocurrency exchange platforms, can fluctuate above or below one U.S. Dollar ($1). Circle cannot control how third parties value USDC, and Circle is not responsible for any losses or other issues that may result from fluctuations in the value of USDC.

Third-party platforms

USDC is based on open source software and runs on the Ethereum blockchain. This means that third parties can elect to support USDC on their platforms without any authorization or approval by Circle or anyone else.  As a result, USDC support 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 USDC on non-Circle platforms.

Users accept all consequences of sending USDC off of Circle’s platform. USDC transactions are not reversible. Once you send USDC to an address, you accept the risk that you may lose access to, and any claim on, that USDC 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 USDC, (iv) an address belongs to an entity that may return the USDC but first requires action on your part, such as verification of your identity. For the avoidance of doubt, nothing in this Agreement is intended to obligate Circle to track, verify or determine the provenance of USDC balances for Users, including any form of security interests claimed thereon.

Blocked Addresses & Forfeited Funds

Circle reserves the right to “block” certain USDC addresses and, if such addresses are Circle custodied addresses, freeze associated USDC (temporarily or permanently) that it determines, in its sole discretion, are associated with illegal activity or activity that otherwise violates the terms of this User Agreement (“Blocked Addresses”). In the event that you send USDC to a Blocked Address, or receive USDC from a Blocked Address, Circle may freeze such USDC and take steps to terminate your USDC 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 USDC, including the ability to redeem USDC for U.S. Dollars. Circle may also be forced to freeze USDC and/or surrender associated U.S. Dollars held in Segregated Accounts in the event it receives a legal order from a valid government authority requiring it to do so.

USDC is issued and redeemed in accordance with Centre policies including the Centre Blacklisting Policy. Centre reserves the right to block the transfer of USDC to and from an address in circumstances set forth in the Centre Blacklisting 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 USDC Services. You understand that the USDC Services may experience operational issues that lead to delays, including delays in redeeming USDC. 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 the USDC Services, including any accurate reporting of the tax or legal status of USDC in your jurisdiction.

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 tokenization of U.S. Dollars into USDC, and the use, transfer, redemption and/or value of USDC.

No deposit insurance

USDC held in your USDC Account are not subject to deposit insurance protection, including, but not limited to, (i) where your country of residence is the United States, the Federal Deposit Insurance Corporation insurance or Securities Investor Protection Corporation protections; or (ii) where your country of residence is outside of the United States, the United Kingdom Financial Services Compensation Scheme or equivalent scheme in your country of residence.

Claim on funds

Circle holds the equivalent value of one U.S. Dollar ($1) in Segregated Accounts, on behalf of, and for the benefit of, Users for each USDC that is issued by Circle and remains in circulation. Your ability to redeem USDC for U.S. Dollars is conditional on (i) your possession of a corresponding amount of USDC associated with a registered USDC Account, (ii) no violation of this 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 USDC to another address automatically transfers and assigns to thatHolder, and any subsequent Holder, the right to redeem USDC for US Dollar funds so long as the Holder is eligible to, and does, register a USDC Account.

Legal treatment of USDC transfers

The regulatory status of USDC 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 USDC, blockchain technology and its applications. Accordingly, it is not possible to determine whether a USDC transfer would be recognized under applicable law by a court or regulator at the U.S. state, U.S. federal, or international level.

Encumbrances

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

On-chain transactions irreversible

When USDC is sent out of your USDC Account to a third-party USDC address, such transaction is completed on the Ethereum 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 USDC to an incorrect or unintended USDC address.

15. Services; Third Parties

Circle provides you with a secure and convenient way to establish a USDC Account for purposes of (i) tokenizing U.S. Dollars for USDC from Circle, (ii) redeeming USDC for U.S. Dollars from Circle, (iii) sending and receiving USDC to and/or from USDC Accounts (collectively, the “USDC Services”); subject to this Agreement and provided that any of these Services can be discontinued at any time in accordance with Section 20.  For purposes of the foregoing, Circle’s “Circle Pay” and “Circle Invest” mobile applications, as well as sending or receiving USDC via a non-USDC Account, are specifically excluded from the definition of USDC Services.

Circle does not have control of, or liability for, any products or services that are purchased or sold by third parties using the USDC Services. Circle is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, legality (including any consequences for illegal transactions that might be triggered under this Agreement), quality, delivery, or satisfaction with any products purchased by means of a USDC transfer. If you are not satisfied with any goods or services purchased from, or sold to, a third party using the USDC Services, you must handle those issues directly with the third-party seller or buyer, as applicable.

If you use your Circle Account to send money to someone in exchange for a product or service, and you have a problem with that product or service, you will need to resolve that dispute directly with the third party.

16. Mobile Services

To the extent you access the USDC Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. By using mobile USDC Services, you agree that we may communicate with you by SMS, MMS, text message, push notification, and/or other electronic means via your mobile device and that certain information about your usage of the USDC Services may be communicated to us. In the event that you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to any person who might acquire your old number.

In order to maintain the security of your account, two-factor authentication is highly recommended. That means that you need to have a valid phone that can receive SMS text messages and update your account information if your phone number changes.

17. Fees; Authorization

Except as disclosed on the USDC Fee Schedule or as otherwise disclosed to you prior to completing a transaction in your USDC Account, Circle will not charge you any fees for tokenizing U.S. Dollars for USDC, sending USDC, or receiving USDC.  As disclosed on the USDC Fee Schedule, Circle does charge fees in connection with the redemption of USDC for U.S. Dollars. You should always check the USDC Fee Schedule before completing a transaction in your USDC Account to make sure you understand exactly what fees might be incurred.  You also agree to pay any other fees that may be charged by your bank in connection with sending funds to Circle or receiving funds from Circle.

18. Currency Conversion

All tokenizations of U.S. Dollars will be credited in USDC to your USDC Account based on a rate of one (1) USDC per one U.S. Dollar ($1).  If you wire funds to Circle to complete a tokenization of U.S. Dollars into USDC, you should denominate your wire transfer in U.S. Dollars.  If you transmit your wire in a currency other than U.S. Dollars, Circle’s banking partners will convert such funds to U.S. Dollars at such bank’s then applicable conversion rate and may charge additional fees for completing such currency conversion.  Your USDC Account will then be credited with an amount of USDC equal to the amount of U.S. Dollars that results following such currency conversion and deduction of any fees charged for such currency conversion. Circle is not responsible for any processing delays that may result in connection with completing such currency conversion.  Additionally, Circle’s banking partners may not support all non-U.S. Dollar currencies, and may be forced to reject or return a wire received in a non-supported currency. Note that your USDC Account only supports USDC amounts out to two decimal places, so all USDC amounts will be rounded down to two decimal places.

19. Transaction Limits

Circle reserves the right to change the tokenization, redemption, conversion, storage, and velocity limits on your USDC Account as we deem necessary. We may establish individual or aggregate transaction limits on the size or number of tokenizations or redemptions you make during any specified time period.

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

We reserve the right to (i) change, suspend, or discontinue any aspect of the USDC 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 USDC 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 USDC Services will not affect your rights and obligations pursuant to this Agreement. 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 this Agreement.

21. Transactions Irreversible

Once a transaction has been initiated, it cannot be reversed.  Except as set forth in this Agreement, all transactions processed through the USDC Services are non-refundable. You may have additional refund or chargeback rights under your agreement with the recipient of such funds, your bank, or applicable law. You should periodically review statements from your bank, which should reflect all applicable transactions made using that payment method. You can also access the record of your transactions by logging into your USDC Account.  

22. Insufficient Funds

If a payment made to tokenize U.S. Dollars for USDC is reversed by your bank or Circle’s banking partners after a tokenization of U.S. Dollars for USDC is completed, then Circle reserves the right to (i) retroactively cancel such tokenization of U.S. Dollars for USDC and deduct such USDC from your USDC Account, (ii) deduct such amounts from future tokenizations to your USDC Account or otherwise received into your USDC Account, (iii) suspend your USDC Account and access to the USDC Services until resolved, (iv) if you maintain more than one USDC Account, set off the negative amount of USDC in one USDC Account by applying the amount of USDC you hold in your other USDC Account(s) against the negative amount, and (v) pursue legal action or any other means of recovery legally available.  To secure your performance of this Agreement, you grant to Circle the right to (a) block transfers of USDC from your account, including any non-USDC account, (b) set off any fees or other amounts owed by you against funds Circle holds on your behalf.

In the event that Circle is forced to engage a third party to assist with the recovery of any funds 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 a funds 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.

23. Restricted Activities

In connection with your use of the USDC Services, you hereby agree that you will not:

a) violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;

b) intentionally try to defraud (or assist in the defrauding of) Circle or other Circle users;

c) provide false, inaccurate, or misleading information;

d) take any action that interferes with, intercepts, or expropriates any system, data, or information;

e) partake in any transaction involving the proceeds of illegal activity;

f) transmit or upload any virus, worm, or other malicious software or program;

g) attempt to gain unauthorized access to other USDC Accounts, the Circle website, or any related networks or systems;

h) use the USDC Services on behalf of any third party or otherwise act as an intermediary between Circle and any third parties;

i) collect any user information from other Circle users, including, without limitation, email addresses;

j) defame, harass, or violate the privacy or intellectual property rights of Circle or any other Circle users; or

k) upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials

(such activities, “Restricted Activities”).

24. Prohibited Transactions

Using the USDC Services for transfers related to the following is prohibited, and Circle reserves the right to monitor for transactions that relate to:

a) any Restricted Persons or persons or entities located in Restricted Territories (as each term is defined in Section 38);

b) weapons of any kind, including but not limited to firearms, ammunition, knives, explosives, or related accessories;

c) 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 customer is based as well as by the jurisdiction in which the transaction takes place;

d) 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 customer is based as well as by the jurisdiction in which the transaction takes place;

e) money-laundering or terrorist financing;

f) any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;

g) goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;

h) credit repair services, or other services that may present consumer protection risks;

i) court ordered payments, structured settlements, tax payments, or tax settlements;

j) any unlicensed money transmitter activity;

k) layaway systems, or annuities;

l) counterfeit goods, including but not limited to fake or “novelty” IDs;

m) wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;

n) purchasing goods of any type from “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); or

o) 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 this Agreement and may suspend or terminate your USDC Account, which can result in the potential forfeit of any US Dollar funds otherwise eligible for redemption.

25. Unauthorized Transactions

If an Unauthorized Transaction (as defined below) or Error (as defined below) occurs through your USDC Account, and you follow the procedures set forth in this Section 25, Circle will reimburse you for the amount of any eligible Unauthorized Transaction and any losses resulting from an Error, subject to the limitations set forth in this Section 25.

What Constitutes an Unauthorized Transaction or Error?

For purposes of this Section 25, “Unauthorized Transaction” means a transaction that was initiated from your USDC Account without your authorization and that does not benefit you.  

For purposes of this Section 25, an “Error” means one of the following: (i) if your bank account is charged for a tokenization, Circle receives the funds, but the corresponding USDC  does not show up in your USDC Account, (ii) if you complete a redemption from USDC and the funds are not properly delivered by Circle to your bank account, (iii) you transfer USDC from your USDC Account to an external address and we debit your USDC Account for a USDC amount in excess of the sent amount, (iv) if you receive USDC to your USDC Account and we do not add the proper amount to your USDC Account, (v) if the transaction records in your USDC Account do not accurately reflect your transactions, or (vi) there is some other material mathematical or computational error by Circle in calculating tokenization or redemption amounts.

Notifying Circle of an Unauthorized Transaction or Error

You should notify us immediately if you believe that (i) an Unauthorized Transaction or Error has occurred, (ii) your password and/or two-factor authentication access has been compromised, (iii) a device on which you have downloaded the Circle app or which contains an active Circle session has been stolen or lost, or (iv) you believe there is an Error in your transaction records or account history, or you have a question regarding your transaction records or account history.

In order for Unauthorized Transactions or Errors to be covered by Circle, you must notify us within sixty (60) days of such Unauthorized Transaction or Error showing up in your transaction history and/or account statement.  If you do not notify us within sixty (60) days, then you will not be covered by the protections of this Section 25.

Notification Process

The fastest and most efficient way to notify us of an Unauthorized Transaction or Error is to contact Support via email at usdcsupport@circle.com.  You can also notify us by sending an old fashioned letter to Circle Internet Financial, Inc., PO Box 52235, Boston, MA 02205.

However you choose to notify us, you must include: (i) the name and email associated with your USDC Account, (ii) a detailed description of what Unauthorized Transaction or Error you believe occurred, or what information you need in order to determine if an Unauthorized Transaction or Error occurred, and (iii) the amount in U.S. Dollars of such Unauthorized Transaction or Error.

Note that in connection with investigating and/or resolving any Unauthorized Transaction or Error, we may need to request further information from you regarding the circumstances of the Unauthorized Transaction or Error. If you do not provide such additional information, it may inhibit our ability to resolve your issue or limit your rights under this Section 25.

Steps Circle Will Take Following Notification

Once you have provided us with proper notification (including delivering all of the information set forth in the subsection above and responding to any requests for further information), we will investigate the potential Unauthorized Transaction or Error.  We will typically be able to complete our investigation within ten (10) days, but may require up to thirty (30) days if your USDC Account is new (meaning your USDC Account has been active for less than thirty (30) days at the time we receive your notification).

Sometimes, we may need more time in order to complete our investigation (up to thirty (30) days, or sixty (60) days for a new account).  If we need to take more than ten (10) days to investigate your claim (or thirty (30) days for new accounts), we will provisionally credit your USDC Account with the amount of such Unauthorized Transaction or Error.  

Once we have completed our investigation, we will notify you of our decision within three (3) business days. If we determine that your claim of an Unauthorized Transaction or Error is valid and eligible, we will credit your USDC Account for the amount of the Unauthorized Transaction or Error, subject to the limitations set forth below.  If we have already provisionally credited your USDC Account and determine that your claim of an Unauthorized Transaction or Error is valid and eligible, you will be allowed to keep such provisional credit. If we have already provisionally credited your USDC Account and determine that your claim of an Unauthorized Transaction or Error is not valid and/or eligible, the amount provisionally credited will be debited from your USDC Account.

Regardless of the results of our investigation, we will send you an email explaining the basis for our decision. If you have any questions or concerns regarding our decision, you can request further information regarding the details that led to our decision.

Errors We Discover

If we discover an Error on our own that results in you receiving less than the amount of US Dollar funds to which you are entitled, we will rectify it by crediting your USDC Account with USDC corresponding to the difference.  If we discover an Error on our own that results in you receiving more than the amount of funds to which you are entitled, we will rectify it by debiting your USDC Account with USDC corresponding to the difference.

Your Liability for Unauthorized Transactions

Your liability for Unauthorized Transactions and the amount Circle will reimburse you is determined by how quickly you report it to us. If you tell us within two (2) business days after you learn of the compromise of your USDC Account or login credentials, you can lose no more than $50 if someone used your login credentials without your permission. If you do NOT tell us within two (2) business days after you learn of the compromise of your USDC Account or login credentials, and we can prove we could have stopped someone from using your USDC Account without your permission if you had told us, you could lose as much as $500.

Due to these limitations, you should always keep a close eye on your Circle account, push notifications, email receipts and monthly account statements that you receive from Circle to make sure that such transactions are authorized or so that you can avail yourself of the full benefits of this Section 25.

26. Taxes

Circle will maintain a record of your transaction history, which you will be able to access through your USDC Account for purposes of making any required tax filings or payments, but it is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority.   This transaction history will include all transactions you complete with Circle including tokenizing U.S. Dollars for USDC, redeeming USDC for U.S. Dollars, and transferring USDC. Circle will make any tax withholdings or filings that we are required by law to make, but Circle is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. As more fully described in this Agreement, Circle will hold the U.S. Dollars or equivalent assets on behalf of Users in a Segregated Account or Accounts.  Circle, not the Users, will earn interest on the U.S. Dollars or equivalent assets in such accounts, and Circle will surrender the established value of the USDC in U.S. Dollars upon valid redemption of the USDC in accordance with the requirements set out in this Agreement. Circle and each User do not intend the tokenization of U.S. Dollars to result in a transfer of ownership of the U.S. Dollars to Circle and Circle may take the position that this arrangement constitutes a bailment or other arrangement by which Circle holds the U.S. Dollars for the benefit of the Users pending valid redemption.

27. Indemnification; Release

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 this Agreement, your violation of any law or regulation or your use of the USDC Services.

For the purpose of this Section 27, the term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section that are the result of the matters set out in this Section 27 and that may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).

“Indemnify” means to compensate someone for the harm or loss they may suffer. If you breach this Agreement or violate the law and it results in Circle facing claims or expenses, you agree to cover those losses.

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 any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such dispute.

If you have a dispute with anyone other than Circle, you release us from liability associated with that dispute.

28. Limitation of Liability; No Warranty

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 USE THE USDC SERVICES; (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 THROUGH OR FROM THE USDC SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE USDC SERVICES.

We will not be liable for “exemplary damages” (often called punitive damages) or other indirect losses. So if we do something wrong that costs you $100, our potential liability is limited to that $100.

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 ANY PORTION OF THE USDC SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE USDC SERVICES AND TERMINATE YOUR USDC ACCOUNT.

THE USDC SERVICES ARE 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 USDC SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE USDC SERVICES 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.

We cannot guarantee that Circle is always going to meet your demands. As we grow we will likely add new services, change certain features and drop old features. We hope you are always happy with Circle, but we can’t contractually guarantee you will be.

Circle will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and check issuances are processed in a timely manner, but Circle makes no representations or warranties regarding the amount of time needed to complete processing because the USDC Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This Section 28 gives you specific legal rights and you may also have other legal rights that vary from state to state.

29. 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.

This section allows our lawyers to demonstrate that not all legal terms are Latin. Some are French.

30. Arbitration

This Section 30 applies only if your country of residence is the United States.

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 39 without the posting of a bond), any dispute between you and Circle related in any way to, or arising in any way from, our USDC Services or this Agreement (“Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the American Arbitration Association (“AAA”) rules for arbitration of consumer-related disputes (available from AAA on its website at www.adr.org), as modified by this Agreement, or in accordance with rules on which we may mutually agree; 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.

Any arbitration will be conducted by a single, neutral arbitrator and shall take place in the county of your most recent physical address. 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. This Agreement evidences a transaction involving interstate commerce, and therefore, the Federal Arbitration Act (“FAA”) applies to this Agreement, including the agreement to arbitrate set forth in this Section 30. Circle and User each agree that the FAA, and not state law, shall govern whether a Dispute is subject to arbitration.

If there is a dispute, it will be solved by a single, neutral arbitrator, and not in a courtroom.

31. Amendments

Circle may amend any portion of this Agreement at any time by posting the revised version of this Agreement with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the USDC Services after the initial posting of the revised User Agreement 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 USDC Services and terminate your USDC Account. 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 this Agreement.

If the revised Agreement includes a material change we will provide you with prior notice via our website and/or email 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.

As Circle grows and offers new products and services, we will need to make changes to this Agreement. If we make a big change, we’ll let you know by email. You can always tell when this Agreement was last changed by checking the “Last Updated” date at the top of the Agreement.

32. Assignment and Third-Party Holders

You may not transfer or assign this Agreement 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 USDC to an address will automatically transfer and assign to that Holder, and any subsequent Holder, the right to redeem USDC for U.S. Dollar funds so long as the Holder is eligible to, and does, register a USDC Account.

Each Holder is subject to all terms of this Agreement 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 this Agreement and the rights and obligations of this Agreement to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our USDC Services and terminate this Agreement by contacting Support at usdcsupport@circle.com and asking us to close your USDC Account.

33. Survival

Upon termination of your USDC Account and this Agreement, all rights and obligations of the parties that by their nature are continuing will survive such termination.

34. Third Party Applications

If you grant express permission to a third party to connect to your USDC Account, either through the third party's product or through Circle, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold Circle responsible for, and will indemnify Circle from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.

35. 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.

From time to time we might post helpful links or articles on our website, but you should investigate those sources on your own.

36. Limited License; IP Rights

We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of this Agreement, to access and use the the USDC Services solely for approved purposes as determined by Circle. Any other use of the USDC Services is expressly prohibited. Circle and its licensors reserve all rights in the USDC Services and you agree that this Agreement does not grant you any rights in or licenses to the USDC 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 USDC Services, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the USDC Services may be terminated pursuant to this Agreement. "Circle.com", "Circle", and all logos related to the USDC Services are either trademarks, or registered marks of Circle or its licensors. 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 USDC Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Circle and its licensors.

We grant you access to use our products and services, but we still own the intellectual property associated with these products and services.

37. Unclaimed Property

If Circle is holding on your behalf US Dollar funds corresponding to the USDC capable of redemption in your USDC Account, and Circle is unable to contact you and has no record of your use of the USDC Services for several years, applicable law may require Circle to report the corresponding US Dollar funds as unclaimed property to the applicable jurisdiction. If this occurs, Circle will try to locate you at the address shown in our records, but if Circle is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. Circle reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

If you haven’t logged into your account for a number of years and we are unable to get in touch with you, state law might require us to consider your USDC Account balance and the underlying US Dollar funds abandoned and we might then be required to transfer your USDC Account balance and the underlying US Dollar funds to your state.

38. Legal Compliance

The USDC Services are subject to United States Export Administration Regulations, and, by using the USDC Services, you represent and warrant that your actions are not in violation of such export control restrictions. Without limiting the foregoing, you may not use the USDC Services if (i) you are a resident, national or agent of Cuba, North Korea, Sudan, Syria or any other country to which the United States embargoes goods (“Restricted Territories”), (ii) you are on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals (“Restricted Persons”), or (iii) you intend to transact with any Restricted Territories or Restricted Persons.

39. Governing Law; Venue

The laws of the Commonwealth of Massachusetts and applicable United States federal law, including the Federal Arbitration Action as specified herein, shall govern this User Agreement. Except for those disputes that shall be resolved in arbitration or in small claims court pursuant to Section 30, 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 30.  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.

40. Entire Agreement

The failure of Circle to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement 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 this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 31. 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. This Agreement, including Circle’s policies governing the USDC 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 use of the USDC Services. This Agreement is 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 this Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.

This Agreement (along with the Privacy Policy, Cookie Policy and E-Sign Consent) are the only documents that govern your relationship with Circle with respect to the USDC Services. If some future court order deems any particular provision of this Agreement unenforceable, the rest of the Agreement is still valid, except as specified in Section 31.

41. State-Specific Disclosures

Note that while Circle is licensed in many states as a money transmitter, not all states in which we are licensed regulate virtual currency activity as money transmission. Additionally, certain of these states have required specific disclosures of this fact, which can be found below and/or on the Licenses page found at: https://www.circle.com/en/legal/licenses. Note that this Section 41 may be continuously updated with additional state-specific disclosures as may be required by the states in which we hold licenses and the date of last update will be reflected directly above.

• Alaska

The Alaska Division of Banking and Securities does not currently regulate virtual currency (bitcoin) activity as money transmission (or otherwise).

• Colorado

Circle is licensed by the Colorado Division of Banking as a money transmitter. The Colorado Division of Banking does not license or regulate services related to virtual currency, including, but not limited to, transmission or exchange of virtual currency which may be conducted by Circle.

• Hawaii 

The Hawaii Division of Financial Institutions does not currently regulate virtual currency (bitcoin) activity as money transmission (or otherwise).

• Kentucky

Circle is licensed by the Kentucky Department of Financial Institutions as a money transmitter, but such license does not cover virtual currency (bitcoin) activity.

• Louisiana

Circle is licensed by the Louisiana Office of Financial Institutions as a money transmitter. The Louisiana Office of Financial Institutions does not license or regulate services related to virtual currency, including, but not limited to, transmission or exchange of virtual currency which may be conducted by Circle.

• Maryland

The Maryland Department of Labor, Licensing and Regulation does not currently regulate virtual currency (bitcoin) activity as money transmission (or otherwise). 

• Minnesota 

The Minnesota Department of Commerce does not currently regulate virtual currency (bitcoin) activity as money transmission (or otherwise).

• New York

(1) Virtual Currency (bitcoin) is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections;

(2) legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Virtual Currency;

(3) transactions in Virtual Currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;

(4) some Virtual Currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction;

(5) the value of Virtual Currency may be derived from the continued willingness of market participants to exchange Fiat Currency for Virtual Currency, which may result in the potential for permanent and total loss of value of a particular Virtual Currency should the market for that Virtual Currency disappear;

(6) there is no assurance that a Person who accepts a Virtual Currency as payment today will continue to do so in the future;

(7) the volatility and unpredictability of the price of Virtual Currency relative to Fiat Currency may result in significant loss over a short period of time;

(8) the nature of Virtual Currency may lead to an increased risk of fraud or cyber-attack;

(9) the nature of Virtual Currency means that any technological difficulties experienced by Circle may prevent the access or use of a customer’s Virtual Currency; and

(10) any bond or trust account maintained by Circle for the benefit of its customers may not be sufficient to cover all losses incurred by customers.

• Tennessee

The Tennessee Department of Financial Institutions does not currently regulate virtual currency (bitcoin) activity as money transmission (or otherwise). 

• Texas 

If you have a complaint, first contact the Customer Support Team of Circle Internet Financial, Inc. at 800-398-7172, if you still have an unresolved complaint regarding the company's money transmission or currency exchange activity, please direct your complaint to: Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705, 1-877-276-5554 (toll free), www.dob.texas.gov. 

• Virginia

Circle is licensed by the Virginia Bureau of Financial Institutions as a money transmitter, but such license does not cover virtual currency (bitcoin) activity.

• Wisconsin

Circle is licensed by the Wisconsin Department of Financial Institutions as a money transmitter, but such license does not cover virtual currency (bitcoin) activity.

Questions? Concerns? Suggestions?

Please contact Support at usdcsupport@circle.com to report any violations of this User Agreement or to ask any questions regarding this User Agreement or the USDC Services.