Terms and Conditions

STAXAPP - TERMS OF USE

1. About these terms

1.1 The StaXApp is an application that provides users with the opportunity to issue, purchase, collect, and showcase digital blockchain certificates containing exclusive intellectual property rights of talented individuals, celebrities and/or influencers (herein “VirtualStaX”). TheXchange (“TheXchange”, “we” or “us”) is making the StaXApp (“the Service” or “Services”) available to you (“you”, “your” or “User”). Before you use the StaXApp, however, you will need to agree to these Terms of Use and any terms and conditions incorporated herein by reference (Collectively, these “Terms” or “the Agreement”).

1.2 BY USING OUR APPLICATION AND ASSOCIATED SERVICES (COLLECTIVELY “STAXAPP”) OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS AND THE OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY HEREIN “TERMS”).

1.3 THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (SEE SECTION 23). PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY, SINCE IT AFFECTS YOUR RIGHTS. BY USING THE PLATFORM OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.

1.4 If you do not agree to these Terms, or are not legally capable of doing so, you may not use this Platform or any part thereof.

1.5 We reserve the right to change these Terms (including Privacy Policy, any Supplemental Terms or other documents incorporated herein by reference) from time to time in our sole discretion. Your continued use of the Services after the publication of such amended terms shall constitute your consent and agreement to the Terms, as amended. You accordingly agree to keep yourself appraised of our prevailing Terms.

2. About us‍

2.1 The Services are made available by TheXchange Inc., a corporation duly incorporated in Delaware (herein "TheXchange", also referred to "us", "we", "our" or similar expressions) with the following further details:

2.1.1. Physical address: 111 Congress Avenue, Austin, Texas, 78701-4076

2.1.2. Email address: support@virtualstax.com

‍3. Users and Accounts‍

3.1. By using the StaXApp, you affirm that you are acquiring VirtualStaX primarily as objects of play, as a digital collectible that enables proximity and social interaction, and as a means of supporting a talented individual, and not for investment or speculative purposes. You affirm that you are of legal age to enter into these Terms, and you accept and are bound by these Terms.

3.2. A User is prohibited from accessing or using the Services unless the User: (i) has accepted these Terms; (ii) is located and domiciled in an Approved Region; (iii) is eighteen (18) years of age or older OR a parent or guardian has provided express consent for User to use the Services; (iv) is not a Prohibited User; and (v) is not otherwise prohibited from using the Services. Persons under thirteen (13) years of age are not permitted to use the Services, even if they have parental consent.

3.3. It is prohibited for a person to have more than one Account. TheXchange reserves the right, in its sole discretion, to determine whether a Person or User has or controls more than one Account and reserves the right to suspend any Account that is in addition to the one Account permitted per Person. Should TheXchange determine, in its sole discretion, that a User, directly or indirectly, holds or controls more than one Account, all of said User Accounts, including User’s original Account, may be frozen pending investigation and the Accounts may also be terminated once TheXchange has completed its investigation. If after investigation TheXchange permits User to consolidate Accounts, such consolidation must be completed within 15 days of TheXchange granting permission failing which the Accounts may again be frozen or terminated. When an Account is Frozen, the User may be prohibited from performing any Transactions via the Account.

3.4. Following acceptance of the Agreement by a User, TheXchange shall grant User a unique digital Account to access the Services and act as a record of Transactions. User will create and use a password to access the Account. TheXchange may also provide User with access tokens for the Account. User shall not disclose such password or tokens or permit any third party to use them. User has full responsibility for use of their Account, password, and tokens. User will be given the ability to adjust Settings in the Account, which selected Settings are incorporated into this Agreement. User is exclusively responsible for those selections, even if they contain errors on the part of the User or cause losses to the User. User is exclusively responsible for all Transactions in the Account. Except as required to deliver the Services or as required by law, TheXchange will not grant any third-party access to the User’s Account.

3.5. For initial signup for an Account, all User needs to provide is an email address and password.

3.6 Subsequent thereto, or during the course of adding features to the Account or at TheXchange’s discretion, User must, when and as requested, supply TheXchange with additional Know your Client Information (herein “User KYC Information”). User represents that all User KYC Information provided is true and accurate and shall immediately update such information in the Account or by notice to TheXchange if any of it changes. TheXchange reserves the right to terminate this Agreement or suspend performance hereunder immediately on determining that any User KYC Information is false, inaccurate, misleading or out of date.

3.7. User shall immediately notify TheXchange if User suspects any unauthorized use or access of the Account or otherwise suspects any security breaches or attempted security breaches in the Services, Account, a User Device, any Hosted Wallet or those of any Other User.

3.8. User assumes exclusive responsibility for all Transactions and other activities that occur in User’s Account and through the Services and accepts all risks of any unauthorized access to User’s Account, to the maximum extent permitted by law.

3.9. If a User wishes to sell or transfer ownership of their Account, the User shall contact TheXchange at support@virtualstax.com to complete the Account transfer. Any sale or transfer of Account ownership conducted without prior consent of TheXchange is deemed void ab initio and constitutes a material breach of this Agreement. If you are acquiring an Account from another user of TheXchange, you must verify that TheXchange has already consented to the transfer of the Account failing which you forfeit the Account and the contents thereof.

3.10 TheXchange may, but is not obligated to, offer or require enhanced security features for the Account, such as two-factor authentication. For any enhanced security features, User shall ensure the security of User’s Device or account (e.g. phone) that may be associated with the enhanced security features. Any mention of, or linking to, third parties by TheXchange that provide such security features (“2FA Provider”) is offered as a convenience and shall not be considered an endorsement or requirement of TheXchange to use such 2FA Provider.

3.11. The use of a VPN to access an Account or the Services is highly discouraged. Use of a VPN may make it difficult for a User to access their Account or the Services. Use of a VPN by a User entitles TheXchange, without limitation, to freeze or terminate the User Account accessed via VPN.

4. Prohibited Users

4.1. The following Persons are prohibited from using the Services (each, a “Prohibited User”): (i) Persons who appear on the United States Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN), United States Commerce Department’s Denied Persons or other similar lists; (ii) Persons who are nationals or residents of Cuba, Iran, North Korea, Sudan, Syria or any other country, territory, or other jurisdiction that is embargoed by Canada, the United States or listed at Exhibit “A” of the Agreement; (iii) Persons who are less than 13 years of age; (iv) Persons who are not residents of and located in an Approved Region; (v) Persons, or their Affiliates, who have been subject to an Account termination for cause; (vi) Persons that are not individual natural persons, unless such Persons pass additional KYC requirements as indicated by TheXchange; and (vii) a Person who, directly or indirectly, uses, employs, operates or creates a computer program to simulate the human behaviour of a User (“Bots”). TheXchange reserves the right to add or remove Approved Regions at its sole discretion.

4.2. You are prohibited from accessing or using the Services in, from or through a location where your use of the Services would violate any Applicable Law. You represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the Services while located in any such jurisdiction.

4.3. The Services are not available in all jurisdictions. TheXchange may implement controls to restrict access to the Services from any jurisdiction from which use of the Services is prohibited. You shall comply with such restrictions, even if the methods imposed by TheXchange to prevent the use of the Services are not effective or can be bypassed.

5. Use of Platform ‍

5.1. We reserve the right to change the Platform from time to time in our sole discretion.

5.2. While we do not actively monitor or moderate any posts you make or actions you take on Platform, we reserve the right to delete or reverse any posts or actions that in our discretion contravene these Terms.

5.3. User shall use the Services for only good faith Transactions for its own purposes and not on behalf of third parties. User shall not use the Services to, directly or indirectly, assist in any activity that is illegal in Canada, the U.S. or the jurisdiction of User or use the Services in relation to any other Prohibited Activity (all of which are listed below in the Glossary). TheXchange reserves the right to add or remove Prohibited Activities at its sole discretion.

5.4. If TheXchange determines in its sole discretion, or has reasonable grounds to suspect, that a VirtualStaX in a User Account or Hosted Wallet was, in any prior transaction, purchased with a stolen payment card, obtained by fraudulent means or otherwise in violation of this Agreement, User grants TheXchange the right and hereby expressly instructs TheXchange to transfer all VirtualStaX in question from the Hosted Wallet, External Wallet or other wallet, to any Other User that was previously in rightful possession thereof, even if the User who loses possession of the VirtualStaX was a good faith holder in due course of the VirtualStaX and even if the VirtualStaX is no longer in the User’s Hosted Wallet.

5.5. User shall not accept into its Hosted Wallet any VirtualStaX from any Other User that it has any grounds to believe is not rightfully in possession thereof. Some Users have used stolen payment cards to purchase VirtualStaXs; TheXchange reserves the right to transfer any such VirtualStaXs to the Other User that TheXchange believes to have been rightfully in possession thereof. In the event of a dispute over which user has the right to be in possession of a VirtualStaX, TheXchange reserves the right to block transfers thereof pending joint written instructions of all parties to the dispute or the order of a court of competent jurisdiction; any fees related to TheXchange involvement in such dispute shall be paid by User and the Other User and may, at the discretion of TheXchange, be recovered by TheXchange taking possession of and disposing of VirtualStaXs in either of their Hosted Wallets.

5.6. Without limitation, TheXchange may also freeze an Account pursuant to a court order, order by a Regulator, order of a key supplier to TheXchange, as required under Applicable Law or where TheXchange determines, in its sole discretion, that the Account poses excessive legal, security, financial or reputational risk to TheXchange, another user or another third party. Accounts may also be frozen throughout the course of internal or external investigations until such investigations have been completed.

5.7. In addition, User agrees not to, in any manner:

engage in any unlawful or illegal activity (including, without limitation, money laundering);
disrupt, impair or overburden our network or operations;
circumvent, disable or otherwise interfere (or attempt to interfere) with any features or functionality of the Platform or restrictions imposed on you by these Terms
reverse-engineer, decompile or reverse assemble the Platform;
use any other person's User Account, impersonate any other user or to log into the Account with false information;
index, pre-fetch, cache or otherwise store, whether offline or online, any data obtained through the Platform;
be involved in the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene or otherwise objectionable content;
be involved in the uploading, posting, transmitting or otherwise making available through the App any content that infringes the intellectual property rights of any party;
interfere with other users’ enjoyment of the App;
exploit the App for any unauthorized commercial purpose;
be involved in displaying any content of the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
be involved in abusing, harassing or threatening another user of the App or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instruction of our employees, or publicly disparaging us by implying favouritism by our employees or otherwise); or
be involved in creating user accounts by automated means or under false or fraudulent pretences;
be involved in the impersonation of another person whether by e-mail or otherwise;
be involved in the using, employing, creating or operating of a computer or self generated program to simulate human behaviour of a user for any purpose whatsoever (including for the purpose of purchasing and/or selling VirtualStaX);
be involved in the acquiring of VirtualStaX by illegal means, including but not limited to, purchasing VirtualStaX by means of a stolen credit card, or making use of a payment mechanism without the requisite authority to operate such mechanism.

5.7.1. IF YOU ENGAGE IN ANY OF THE ACTIVITIES PROHIBITED IN TERMS OF CLAUSE 5 OF THESE TERMS, WE MAY, AT OUR SOLE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU AND WITHOUT LIMITING ANY OF OUR OTHER RIGHTS OR REMEDIES AT LAW OR IN EQUITY, IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR VIRTUALSTAX FROM THE STAXAPP. IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE PROHIBITED ACTIVITIES, WE RESERVE THE RIGHT TO VOID ANY TRANSACTION THAT WAS MADE AS A RESULT OF SUCH ACTIVITY, AND/OR IMMEDIATELY CONFISCATE ANY VIRTUALSTAX (INCLUDING COLLECTOR STAX) THAT WERE DERIVED AS A RESULT OF SUCH PROHIBITED ACTIVITIES.

6. The Services

The Services include the right, subject to the terms of this Agreement, to:

Use the Platform to access the Account and Services;
Use an Account, described in greater detail herein;
Use a Hosted Wallet, described in greater detail below;
Cause TheXchange to send and receive User Data to and from Wallet Provider and other Third Party Services‍

7. Personal Information Consent & Data Privacy

7.1. In order to make available the Platform and to render our associated Services, you agree that we are required to process certain personal information more fully described as KYC Information and in doing so we rely on your acceptance of and compliance with our Privacy Policy.

7.2. You agree that as part of accessing and using our service(s) that you may be required to provide personally identifying information including, but not limited to; legal name, address, phone number, IP address, email address, device ID, cryptocurrency wallet and transaction details, payment source details, identity documents such as passport, drivers license, utility bills, and bank statements and other information and documents that we may require to positively identify you and fulfil our obligations in various jurisdictions to prevent fraud, comply with regulations, and deter money laundering, terrorist financing and other illicit activity. You confirm that this information is, to the best of your knowledge, accurate and current at the time of registration and ongoing use of our service(s).

7.3. You further agree that you will not knowingly provide us with false information or attempt to use a synthetic or stolen identity OR to use the identity information of another person to access the service(s). You acknowledge that we may share this information with third party services that we use to validate identities and prevent crime and illicit activity in our systems.

7.4. Further, you acknowledge and agree that in the event that we are compelled to share your information with a law enforcement or regulatory body we may do so without notice to you and without violating these terms.

8. User Payment & Stablecoin Wallet‍

8.1. TheXchange shall assist User in entering into a User PSW Agreement with PSW Provider (being a payments and Stablecoin wallet provider) which, if approved by PSW Provider, shall result in User obtaining a User PSW. The User PSW is not provided by TheXchange and TheXchange does not take possession of Fiat or Stablecoin deposited therein. All User rights and privileges with respect to the User PSW are set out in the User PSW Agreement. TheXchange has no liability for Fiat or Stablecoin Transactions, all of which liability rests with PSW Provider.

8.2. TheXchange does not process refunds, returns, chargebacks for User; such Transactions are between User and a PSW Provider, another Third Party Service or other third party and TheXchange has no liability in respect of such third parties. TheXchange has no liability to User concerning refunds, returns, chargebacks or other commercial elements of its Transactions with third parties, whether or not they involve transactions in the Hosted Wallet. User has exclusive control and holds exclusive responsibility for their Hosted Wallet and Transactions therein or elsewhere.

8.3.User hereby appoints TheXchange as its agent to send and receive User Data to and from PSW Provider, including but not limited to instructions to initiate Fiat or Stablecoin Transactions from the User PSW.

(i) User PSW Load

If User wishes to add Fiat or Stablecoin to the User PSW, they can do so using PSW Provider and sending instructions to it through the Account, provided that the User can send such Fiat or Stablecoin only from an External PSW that is owned exclusively by User or an External PSW that is otherwise acceptable to TheXchange.

(ii) User PSW Balance

The Account will post User Data concerning the User PSW balance.

(iii) User PSW Withdraw

If User wishes to withdraw funds from the User PSW, they can do so by instructing the PSW Provider to do so via instructions sent through the Account. PSW Transactions are subject to User terms with PSW Provider and are therefore subject to limitations, hold periods and other controls.‍

9. Transactions

The Services allow Users to engage in a variety of Transactions.

Transactions are subject to the following rules and disclaimers, without limitation:

You represent that you are using VirtualStaX primarily as objects of play and not for investment or speculative purposes;
You represent that you are not using VirtualStaX or the Hosted Wallet as a means to acquire other Assets;
You are prohibited from using a Bot or other automated interface to deliver Transaction instructions to TheXchange; the Hosted Wallet is a bio-only service, meaning it is available only for use directly by individual human Users. You agree to forego any and all rights in VirtualStaX purchased or acquired by a Bot regardless of the consideration paid for them;
TheXchange does not control any Approved Network and makes no representations to its ability to complete a given Transaction;
TheXchange does not take possession of any Fiat or Stablecoin and makes no representations as to the PSW Provider’s ability to store or fulfill Transactions;
TheXchange shall have no liability if a Transaction is delayed or fails on account of errors, lack of processing capacity or other failure of an Approved Network, or PSW Provider;
TheXchange does not control External Wallets, External PSWs, or User PSWs and shall have no liability to User for their failures, fees and other risks associated with User use of the same;
Any Asset deposited with TheXchange or a PSW Provider, by any form of Transaction, must remain in the Account for at least thirty (30) days or such longer period as TheXchange may determine is necessary acting in its sole discretion;
Without prior notice or consent of User, TheXchange reserves the right to impose, in its sole discretion, User, geographic, quantum, velocity, Fiat, Stablecoin, VirtualStaX kind and other limits on Transactions in order to protect User, Other Users, TheXchange and its suppliers from legal, fraud, security or other risks;
Without prior notice or consent of User, TheXchange reserves the right to impose, in its sole discretion, restrictions on Transactions;
Transactions may be subject to a cooling off period, including time limitations set in TheXchange’s sole discretion including but not limited to when VitualStaX or any other Asset appear to have been gifted to or from User;
TheXchange is not able to reverse any Transaction. TheXchange bears no responsibility or liability for Transactions initiated by User that contain incorrect, erroneous or improperly formatted User Data or are intended for a different type or destination of VirtualStaX, External Wallet, or PSW Provider;
All Transactions are final;
User has the exclusive responsibility to ensure that their Transactions are carried out: (i) in compliance with TheXchange requirements set out herein and in the Account; (ii) in compliance with any applicable Third Party Service requirements; (iii) using addresses and information that are true, correct, and free of error; and (iv) in compliance with the User PSW Agreement, and any other applicable Third Party Service Agreement;
TheXchange reserves the right to apply certain time delays and time restrictions on withdrawal from Hosted Wallets and to cause the PSW Provider to apply the same restrictions on User PSWs, at the sole and absolute discretion of TheXchange; and
TheXchange reserves the right, in its sole discretion, to prohibit Transactions from or to any External Wallet or External PSW in order to reduce the risk of fraud, security breaches, or other risks and also to comply with Applicable Law.

TheXchange may deem any Transaction performed in violation of any of the foregoing to be void ab initio.

If you fail to adhere to the terms of this Agreement (including, without limitation, the foregoing rules), you understand and agree as follows: (i) that such failure may result in the permanent loss of your VirtualStaX or Fiat (for which TheXchange shall have no liability); and (ii) that TheXchange reserves the right to confiscate any VirtualStaX or Fiat purchased or acquired in a manner not expressly permitted by this Agreement, without notice or liability to you.‍

10. Third Party Fees

10.1. Fees are as disclosed in the Account. You authorize TheXchange to instruct PSW Provider to release the amount of Fees, or other amounts of which you are liable hereunder, to TheXchange from the External Wallet maintained by your PSW Provider. If there is no such External Wallet or if there is insufficient value therein to pay Fees, you agree to pay them to TheXchange by such means as TheXchange may reasonably require within five (5) days of when they are first posted as owing in your Account.

10.2. TheXchange may make third party products or services available via the Site or otherwise through the Services. Such third parties, including PSW Provider, may charge fees for their services. TheXchange is not responsible for the fees charged by any such third parties.

10.3. Approved Networks charge network fees. These fees are often required to cover the transaction costs on virtual currency networks and may apply to Transactions. Unless indicated otherwise in your Account or elsewhere in the Services, you are solely responsible for paying all network fees. TheXchange will not advance nor fund network fees on your behalf, nor be responsible should the network fee paid be insufficient or excessive. Your Hosted Wallet or User PSW from which you wish to send must hold sufficient Fiat or Stablecoin to cover the transaction and its associated network fees, failing which the transaction may be blocked, might fail or result in your value being suspended temporarily or permanently.

11. VirtualStaX Prices & Fees

11.1. The Platform allows users with a valid User Account approved by us and that remains in good standing (herein each an ‘issuer’) to issue a pre-determined amount of blockchain certificates (called ‘VirtualStaX’) related to their digital persona on our platform, which amount of VirtualStaX per issuer may be increased in the sole discretion of the company and which VirtualStaX may be traded on our virtual marketplace between willing buyers and sellers at the prevailing trading price thereof.

11.2.Our proprietary Global Performance Index algorithm (herein "GPX"), which we may change from time to time in our sole discretion,is built to reward issuers that participate in the platform’s ecosystem, and as such, in order to negate possible abuse of the system, the GPX algorithm is not made publicly available.The GPX does not have a direct impact on the prevailing price of VirtualStaX.

11.3. Registered users of our Platform that are in good standing (herein each a "Buyer") may buy and sell VirtualStaX on our virtual marketplace at the prevailing price. We charge a transaction fee on each trade of a VirtualStaX, which includes the first purchase of newly issued VirtualStaX and any subsequent sales thereof.

11.4. Our prevailing marketplace transaction fees are as follows:

11.4.1. 10% of the gross revenue generated by the initial sale of VirtualStaX;

11.4.2. 2% on all subsequent peer-to-peer sales of VirtualStaX.

11.4.3. In addition, we recover the direct cost of each transaction levied by our payment providers.

11.4.4. In addition, we may levy a transaction cost in addition to the transaction cost imposed by our payment providers to cover operational costs associated with the platform

‍12. TheXchange Regulatory Status

TheXchange is a hosted service that is integrated with third parties who provide Fiat and Stablecoin custodial services directly to User, including the PSW Provider.
TheXchange is not registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) or U.S. Department of the Treasury Financial Crimes Enforcement Network (FinCEN) as a money services business.
TheXchange is not a bank. There is no FDIC insurance on Hosted Wallet content. User acknowledges that VirtualStaX have no intrinsic value. Fiat or Stablecoin balances, if any, are not held by TheXchange.
The Services may be unavailable or subject to certain restrictions in certain states or jurisdictions at the sole discretion of TheXchange without prior notice to you and without your consent

13. Third Party Services

If User has a User PSW, then TheXchange shall share User Data with the PSW Provider and also retrieve User Data from PSW Provider. Such exchanges of information shall be in furtherance of instructions given by User through the Account and may result in Transactions.
As per Settings, User also authorizes TheXchange to send and receive User Data to and from other Third Party Services.
If User authorizes TheXchange to take instructions from User, or in respect of an Account, via a Third Party Service, then such instructions shall be deemed delivered to TheXchange by User directly.
User represents that each Third Party Service is party to a Third Party Service Agreement with User and that User assumes exclusive responsibility for acts and omissions of all Third Party Services whether under the Third Party Service Agreement, with respect to User Data or otherwise. The use of a Third Party Service does not relieve User of any of its responsibilities or obligations under this Agreement. User is liable for any and all fees charged by Third Party Services. Unless indicated to the contrary in the Account, Fees for Services do not include fees applicable under Third Party Service Agreements.

14. Intellectual property

14.1. We own and reserve all right, title and interest in and to the Intellectual Property vesting in the Platform and its constituent parts.

14.2. You are only authorised to use the Platform in accordance with these Terms and while you maintain a valid User Account. Your permitted use is non-exclusive, non-sublicensable and personal.

14.3. You understand, acknowledge and agree that by submitting an image of yourself to the StaXApp for purposes of creating a VirtualStaX, you authorise and grant the Company the perpetual right to use such Intellectual Property rights (Image rights, personality rights) as contained therein. You agree that such license shall be royalty free, sublicensable, fully paid-up and transferable.

14.4. If you post any content to our Platform, you grant us a perpetual, fully paid-up, royalty-free, sublicensable and transferable licence to use and adapt such content for any purpose relating to our Platform, inclusive of the marketing and advertising thereof.

14.5. You understand and agree (a) that your purchase of a VirtualStaX, whether via the App or otherwise, does not give you any rights or licenses in or to the App material (including, without limitation, our copyright in and to the associated artistic, literary or cinematographic works) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms , to reproduce, distribute or otherwise commercialize any elements of the StaXApp without our prior written consent, which we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register or otherwise use or attempt to use any of our trademarks or design patents or any confusingly similar works thereto, anywhere in the world without our prior written consent, which consent we may withhold in our sole and absolute discretion.

14.6. Subject to your continued compliance with these Terms, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy and display the intellectual property rights contained in your purchased VirtualStaX, solely for the following purpose (a) for your own personal, non-commercial use, (b) as part of a marketplace that permits the purchase and sale of your purchased VirtualStaX, provided that the marketplace cryptographically verifies each VirtualStaX owner’s right to display the intellectual property rights contained in such VirtualStaX to ensure that only the actual owner can display the intellectual property, or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your purchased VirtualStaX, provided that the website/application verifies each VirtualStaX owners right to display such content.

14.7. If the intellectual property rights associated with your purchased VirtualStaX contains third party intellectual property (rights licensed to us by the NFL etc.), you understand and agree as follows: (a) that you will not have the right to use such third party intellectual property in any way except as incorporated in the given VirtualStaX, and subject to the license and terms contained herein; (b) that, depending on the nature of the license granted from the owner of the third party intellectual property, we may need to pass through additional restriction on your ability to use such VirtualStaX, and (c) to the extent that we inform you of such additional restriction in writing, you will be responsible for complying with all such restrictions from the date that your receive the notice, and that failure to do so will be deemed a breach of the license to use such VirtualStaX as contained herein.

14.8. You agree to notify us by email as soon as reasonably possible upon becoming aware of any actual or likely infringement of our rights in and to the Platform.

14.9. You agree to notify us immediately if you become aware of any possible claim that our Platform or any part thereof may infringe the rights of a third party.

14.10. All Intellectual Property not expressly granted by us, shall remain reserved to us in full.

15. Confidentiality

15.1. You undertake to procure the confidentiality of any Confidential Information that you may become privy to and not to disclose or allow the disclosure of any Confidential Information to any third party, unless such disclosure is expressly authorised by us in writing.

15.2. When you post information to our Platform, we will be entitled to treat it as non-confidential and shall not owe you or any third party any duty of confidentiality in respect thereof.

15.3. You agree that we may disclose any of your information if we are obliged by law to do so, to verify your compliance with these Terms or to enforce any right or remedy we may have.

16. General warranties

16.1. You warrant and represent, as material warranties, inducing us to allow you to use the Platform and associated Services, that:

16.1.1. you have the legal capacity to accept and be bound to these Terms;

16.1.2. the acceptance of these Terms, as amended, constitute a valid and binding agreement between us on its terms; and

16.1.3. the acceptance of these Terms, as amended, and the performance of its obligations hereunder does not and shall not:

16.1.3.1. contravene any applicable law or regulation;

16.1.3.2. conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on you.‍

17. Audit rights

17.1 We will have the right to audit your compliance with these Terms from time to time.

17.2. We may involve a third-party auditor and/or other expert to undertake or assist in the audit.

17.3. You agree to give your reasonable cooperation in the exercise of our rights of audit and to provide access to such information as may be reasonably required for this purpose.

17.4. Each Party shall be responsible for its own costs in the performance of an audit, however if the audit reveals a material breach of these Terms in our view, then we will be entitled to recover the cost of the audit from you without prejudice to any other right or remedy we may have in term of these Terms of otherwise.

18. Suspension and termination

18.1. You may terminate these Terms at any time by cancelling your account on the StaXApp and discontinuing your access to and use of the StaXApp. If you cancel your account, or otherwise terminate these Terms, you will not receive any refunds for any purchases that you might make, or may have made, through the App.

18.2. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend your account(s) for the StaXApp without prior notice. You agree that any suspension or termination of your access to the StaXApp may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.

18.3. We may suspend your account(s) if we suspect that you may be in contravention of the Terms contained herein.

18.4. We may make the re-activation of your User Account pursuant to a suspension conditional on the compliance with such conditions as we may deem appropriate in our sole discretion.

18.5. Upon the termination of your User Account for any reason, you shall forfeit any accrued rights and entitlements (including VirtualStaX) without any claim arising from it against us or any other party.

‍19. Disclaimers, limitation of liability and indemnity

19.1. We do not warrant, represent or undertake that the Platform will always be available. Without limiting the aforegoing, we reserve the right to perform maintenance on the Platform from time to time during which time performance may be derogated or the Platform may not be available at all.

19.2. The Platform is provided as is and on a best effort basis, without any warranty, representation or undertaking whatsoever.

19.3. To the maximum extent permissible under applicable law, we disclaim any liability for any cost, claim, damage, loss, expense, penalty or other adverse consequence that you may incur arising from these Terms, the use of the Platform or otherwise. Without limiting the aforegoing, we shall not be liable for any direct, indirect, consequential, special or punitive damages, inclusive of loss of profit.

19.4. You agree to indemnify us from any cost, claim, damage, loss, expense, penalty or other adverse consequence that may arise from your use of the Platform or noncompliance with these Terms.

19.5. The provisions of this clause 19 shall apply for the benefit of us and our Affiliates, subsidiaries and parent companies.

20. Assumption of Risk

20.1 The prices of VirtualStaX or Collectible StaX are extremely volatile and subjective and these collectibles have no intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your VirtualStaX, which may also be subject to significant price volatility. Each VirtualStaX has no inherent or intrinsic value. We do not guarantee that any VirtualStaX purchased will retain their original value, as the value of collectibles are inherently subjective and factors occurring outside of the VirtualStaX ecosystem may materially impact the value and desirability of any particular VirtualStaX.

20.2 You are solely responsible for determining what, if any, taxes apply to your VirtualStaX related transactions. We are not responsible for determining the taxes that apply to your transactions on the StaXApp.

20.3 The regulatory regime governing blockchain technologies, cryptocurrencies and tokens are uncertain, and new regulations or policies may materially and/or adversely affect the development of the VirtualStaX ecosystem, and therefore also, the potential utility or value of your purchased VirtualStaX.

21. Force majeure

21.1 For purposes of these Terms, a "Force Majeure Event" shall mean:

21.1.1 an event caused by force majeure, vis major and casus fortuitus or was otherwise beyond a Party's reasonable control in terms of caused by as these and that (for instance war, civil unrest, sabotage, pandemics, disaster and failure of systems at a national level); and

21.1.2 could not reasonably have been avoided or overcome;

21.1.3 but shall exclude:

21.1.3.1 obligations to make payments that have become due and payable in terms of these Terms prior to the event taking place; or

21.1.3.2 the failure to obtain and maintain any regulatory clearances, approvals, permits and the like necessary for a Party to perform its obligations in terms of these Terms.

21.4 Notwithstanding anything to the contrary, neither Party shall be liable to the other for any non-performance insofar as such Party can prove the existence of a Force Majeure Event, which relief shall take effect when the Party claiming such relief notifies the other thereof in writing.

21.5 The Party suffering the Force Majeure Event shall take all reasonable steps to mitigate the adverse effects arising from the Force Majeure Event.

21.6 If a Force Majeure Event lasts for a period exceeding 90 days, we will be entitled to terminate these Terms on notice in writing to you, in which case your User Account shall similarly be terminated in accordance with clause 18.

22. Dispute resolution

22.1 You agree that we will be entitled to make a final and binding ruling in our sole or unfettered discretion on any issue or dispute arising from your contravention of these Terms, including whether your use of the Platform is in contravention of clause 4 or 5 of these terms.

22.2 Unless the matter has been reserved for our determination, any dispute, controversy or claim arising out of, or in relation to these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which a written notice of arbitration is submitted in accordance with the aforesaid rules.

22.3 The number of arbitrators shall be one.

22.4 The seat of the arbitration shall be Geneva.

22.5 The arbitral proceedings shall be conducted in English.

23. Notices and address for service

23.1 Each Party hereby chooses as its address for service and receipt of notices (i.e. domicilia citandi et executandi) for purposes under these Terms, whether in respect of judiciary process or otherwise, that Party’s nominated physical address or email address (hereafter each a "Notice Address"), which in our case shall be details set out in clause 2 and your case the prevailing details as configured in your User Account. Accordingly, insofar as these Terms may prescribe notice periods for the giving of notices, such notice periods shall be complied with upon the giving of notices in compliance with the terms of this clause 23.1.

23.2 Any notice served on a Notice Address before 17h00 in the recipient's time zone shall:

23.2.1 if delivered by hand, be deemed to have been received on the day of delivery; or

23.2.2 if sent by email, be deemed to have been received on the date when it is capable of retrieval by the recipient.

23.3 A Party may by notice in writing to the other change its Notice Address, provided that in respect of its physical address, such address must not be a forwarding address. The change of Notice Address shall become effective 7 (seven) Business Days from the giving of such notice.

23.4 In the event of delivery of a notice to a Notice Address later than 17h00 in the recipient’s time zone, then delivery shall be deemed to have taken place on the next day.

23.5 A delivery or read receipt generated by a sender's email application (not server) shall constitute face value (i.e. prima facie) proof of the message being capable of retrieval by the recipient.

23.6 The provisions of this clause 23.1 do not preclude a serving Party from otherwise proving that a notice was in fact duly received by a receiving Party.

24. Interpretation

24.1 Definitions in these Terms shall bear the same meanings in any annexes to these Terms, unless and to the extent that such annexes contain conflicting definitions, in which case the latter will apply in such annexes.

24.2 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definitions clause, effect shall be given to it as if it were a substantive provision in the body of these Terms.

24.3 Any reference to a statute or other regulatory enactment is to the provisions thereof as at the Signature Date and as amended or re-enacted from time to time.

24.4 When any number of days is prescribed in these Terms, it shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the last day shall be the following Business Day.

24.5 Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.

24.6 The rule of interpretation that a contract shall be interpreted against the Party responsible for the drafting and preparation thereof (the contra proferentem rule) shall not apply.

24.7 Unless the context shows otherwise, a clause which includes a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it (i.e. the application of the eiusdem generis rule of interpretation is excluded).

24.8 The termination or expiry of these Terms shall not affect those provisions which expressly provide that they will continue to operate after such termination or expiry, or those provisions which of necessity must continue to have effect after such termination or expiry, even where those clauses do not expressly provide for this.

24.9 In the event that any right or remedy is expressly stated to be available to any of the Parties in particular circumstances, such right or remedy shall be available without prejudice to or limitation of any other right or remedy that may be available to that Party in such circumstances, unless the contrary is expressly stated.

25. General

25.1 No assignment. The Recipient shall not be entitled to transfer any right or obligation arising from these Terms (including transfer by way of cession, assignment, delegation, sale, merger, operation of law or otherwise), without the prior written consent of TheXchange. TheXchange shall be entitled to transfer these Terms to an Affiliate on written notice to the Recipient.

25.2 Applicable law. These Terms shall be governed by and construed and interpreted in accordance with the laws of England.

25.3 Independent advice. Each of the Parties acknowledges that it has been free to secure independent legal advice and that it has either taken such independent legal advice or dispensed with the necessity of doing so at its own risk.

25.4 Binding on successors-in-title. These Terms shall be binding on and enforceable against any successor-in-title or other legal representatives of the Parties as fully and effectually as if they had signed these Terms in the first instance.

25.5 Independent contractors. The Parties agree and acknowledge that the relationship between the Parties is that of independent contractors. These Terms shall accordingly not create a partnership or joint venture, nor constitute any Party as the other’s agent, partner, employee or representative.

25.6 No representation. No Party shall be entitled to represent the other Party, unless and only to the extent expressly provided otherwise in these Terms.

25.7 Third-party rights. Unless expressly otherwise agreed herein, these Terms are not intended to be for the benefit of (and shall not be enforceable by) any person other than the Parties.

25.8 Whole agreement. These Terms constitute the whole agreement between the Parties as to the subject matter hereof and no Party shall be bound by any undertakings, representations, warranties or the like not recorded herein.

25.9 Variation. No change, waiver or cancellation of these Terms or any right or obligation arising from it shall be of any force and effect unless it is reduced to writing and that document is signed by each of the Parties.

25.10 Relaxation. No failure or delay on the part of any Party to enforce its rights shall in any circumstances be construed as a consent, election, limitation or waiver of rights by such Party.

25.11 Severability. Save as otherwise provided for or as a result of a breach of the terms of these Terms, should any provision of these Terms become unenforceable in any jurisdiction due to invalidity, illegality or unlawfulness, any Party may on notice to the other require them to forthwith negotiate with one another in good faith to agree on a commercially equivalent and legally compliant alternative provision that removes such offending provision in that jurisdiction, failing the conclusion of such agreement in writing within 10 (ten) Business Days from being called upon to do so, then TheXchange may elect in writing to declare the offending provision severed from the Agreement, in which case the offending provision shall be severed and the remainder of the Agreement shall remain binding on the Parties.

25.12 Cost of legal services. Each Party will pay its own costs and expenses incurred by it in connection with the negotiation, drafting, re-drafting, entering into and implementation of legally binding documents. Should any Party instruct attorneys to take any steps to enforce any rights in terms of these Terms arising from a breach thereof, then the breaching Party shall be liable for all legal and incidental costs, including legal fees on the attorney and own client scale, collection commission and tracing charges.

Exhibit A: Glossary

For the purposes of this Agreement, the terms below in this glossary have the meanings indicated below:

Account means a unique account created and hosted by TheXchange and shall serve as a record of: (i) your acceptance of this Agreement; (ii) your use of the Services; and (iii) Transactions.

Affiliate means, in relation to a Party, another person or entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Party, or a Party's principal partners, shareholders, or owners of some other ownership interest.

AML Program means the Anti-Money Laundering (“AML”) and Know Your Customer (“KYC”) programs, policies and procedures in place at TheXchange, such as they may be from time to time.

Applicable Law means, with respect to any Person, any domestic or foreign, federal, state, provincial or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, judgment, decree or other requirement of any Regulator which is legally binding and applicable to such Person or any of its Affiliates or any of their respective properties, assets, equity holders, officers, directors, members, partners, employees, consultants or agents.

Approved Network means the blockchain or network supporting VirtualStaX and Transactions of VirtualStaX.

Approved Regions means Canada, the United States and those places not listed in Exhibit “A” to this Agreement and where the Services are made available, such as they may be from time to time.

Assets means, collectively, all VirtualStaX in a Hosted Wallet and all Fiat and Stablecoin in the User PSW.

Confidential Information means, all material, non-public, business-related information, intellectual property, written or oral, whether or not it is marked as such, that is disclosed or made available to the receiving party, directly or indirectly, through any means of communication or observation.

External PSW means an account of the User at a third party Payment or Stablecoin Wallet (“PSW”) provider that is not the PSW Provider.

External Wallet means a Wallet owned by you or a third party and from which TheXchange is not capable of initiating any Transaction.

Fees means the fees applicable to the Services, or any element thereof, indicated in the Services or in your Account, such as they may be from time to time.

Fiat means real currency, specifically United States Dollars.

Fiat or Stablecoin Transaction means a Transaction involving the transfer of Fiat or Stablecoin, respectively.

Hosted Wallet means the Blockchain-hosted custodial service of allowing the User to deposit with TheXchange, store with TheXchange, transfer or withdraw VirtualStaX, via the Account.

VirtualStaX means a fungible, cryptographic token representing a digital blockchain certificate endorsed by its issuing individual.

VirtualStaX Transaction means a Transaction involving VirtualStaX being transferred from one Hosted Wallet to another.

VirtualStaX Wallet means the Hosted Wallet, or a third party service, device, code or protocol used to store VirtualStaX or initiate VirtualStaX Transactions via the Account or otherwise.

Other User means a Person that is not the User or an Affiliate of the User, who is party to an agreement with TheXchange substantively identical to this Agreement and that is a user of the Services;

Person means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, Regulator or government or any agency or political subdivision thereof.

Privacy Policy means the TheXchange’s Privacy Policy, posted at the Site, such as it is from time to time.

PSW Provider means a third party who provides Users with Fiat payments capabilities and Stablecoin Wallets subject to the User PSW Agreement. Circle Internet Financial, Inc. is a PSW Provider.

Regulator means any federal, provincial, state or local or foreign government or any court, arbitrator, administrative or regulatory agency or commission or other governmental authority or agency.

Settings means selections you make through the Account or in a means otherwise provided by TheXchange from time to time.

Stablecoin means a type of cryptocurrency that attempts to maintain price stability relative to a reserve asset such as Fiat.

Third Party Content means links, graphics, images, social media content to third party sites, content or other information supplied by third parties and that can be viewed or accessed from the Account or Site.

Third Party Service Agreement means an agreement between User and a Third Party Service pursuant to which the Third Party Service delivers their services. User PSW Agreement is a Third Party Service Agreement.

Third Party Service means a third party: (i) whose service are compatible with the Services, as indicated by TheXchange in the Account; (ii) that User has retained under a Third Party Service Agreement; (iii) with whom User wishes to share User Data; and (iv) through which User wishes to deliver instructions to TheXchange with respect to the Account. Each PSW Provider is a Third Party Service.

Transaction means any of a VirtualStaX Transaction, Fiat or Stablecoin Transaction, or other transaction in VirtualStaX or Fiat within or initiated by the Services.

User Data means the information collected, stored, accessed or used by TheXchange in the course of supplying the Services in respect of the Account.

User Device means an electronic device used by User to access the Services, such as a computer, tablet, mobile phone or other device.

User KYC Information means Know Your Customer (“KYC”) information requested by TheXchange or provided by User in relation to the initial establishment of the Account or the subsequent operation of the Account and includes, but is not limited to, User name, address, email address, date of birth, social security number, government-issued photo identification, taxpayer identification number, government identification number, bank or other payment account information, IP address, a photo or video of the User, MAC address of User Device, payment account information (e.g. credit card) and User VirtualStaX Wallet information.

User PSW Agreement means the agreement between User and PSW Provider governing the User PSW. Three such agreements are the following with Circle Internet Financial, Inc. Payments, Wallet, and Stablecoin wallet provider.

User PSW means an account of the User at the PSW Provider.

Prohibited Activity means the operation of, or the direct or indirect facilitation of, any of the following:

Any act that is illegal in Switzerland and/or the United States, or in the jurisdiction where the Person carrying out the activity is resident, domiciled or located;
Operation of a business that is similar to or competitive with the Services;
Operation of a crypto currency exchange;
Operation of a crypto currency wallet;
Operation of a payment processor, money transmitter, check casher, foreign exchange dealer, provider of prepaid access or other money services business;
Betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races;
Bill payment services;
Credit counselling or repair agencies;
Credit protection or identity theft protection services;
Direct marketing or subscription offers;
Inbound or outbound telemarketing businesses including lead generation businesses;
Internet, mail or telephone order pharmacies or pharmacy referral services;
Creation, promotion or sale of items that encourage, promote, facilitate or instruct others to engage in illegal activity;
Creation, promotion or sale of items that may be counterfeit;
Creation, promotion or sale of items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
Creation, promotion or sale of items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
Creation, promotion or sale of items that promote, support or glorify acts of violence or harm towards self or others;
Using the Services in any manner related to live animals;
Using the Services in any manner related to payment aggregators;
Purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses;
Unregulated sales of money-orders or foreign currency;
Using the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;
Using the Services in a manner that TheXchange or any of its suppliers reasonably believes to be an abuse of the Services;
Using the Services in a manner so as to avoid payment of Fees;
Using the Services in any manner that could damage, disable, overburden, or impair TheXchange or any of the Services including without limitation, using the Services in an automated manner;
Using the Services in any way that assists User or others in the violation of any law, statute or ordinance;
Using the Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs;
Using the Services to control an account that is linked to another account that has engaged in any of the foregoing activities;
Using the Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about users, registered recipients, or third parties without their consent;
Using the Services to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
Using the Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others;
Using the Services to send or receive what TheXchange considers to be funds for something that may have resulted from fraud or other illegal behaviour;
Using the Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity; or
Using the Services in any manner related to weapons including replicas and collectible items.
Using the Services to promote or disseminate obscene and/or sexually explicit material of any kind. For clarity, any nudity or suggestive commentary that would warrant a higher than Parental Guidance (“PG”) rating will not be tolerated.

EXHIBIT “A”

The Service cannot be used in the following jurisdictions:

‍Sanctioned Country List

Central African Republic

Democratic Republic of the Congo

Eritrea

Iran

Iraq

Lebanon

Libya

Mali

Myanmar

North Korea

Somalia

South Sudan

Sudan

Syria

Tunisia

Venezuela

Yemen

Zimbabwe

OFAC - Sanctioned Country List

Afghanistan

Balkans

Belarus

Burundi

Central African Republic

Crimea Ukraine

Cuba

Democratic Republic of Congo

Guinea-Bissau

Iran

Iraq

Lebanon

Libya

Mali

Myanmar

Nicaragua

North Korea

Somalia

Sudan and Darfur

South Sudan

Syria

Syrian Arab Republic

Ukraine

Venezuela

Yemen

Zimbabwe

USDC TERMS‍

Last updated: June 10, 2022

‍

To the extent that you (“you,” “your,” or “User”) have a Circle Account, these USDC Terms (“Terms”) augment the Circle Account User Agreement in respect of, and governs your use of, the Circle Account (as defined in the Circle Account User Agreement) for any transactions involving USDC Services (as defined in Section 1 below). Users with a Circle Account are referred to herein as “User Type A.” To the extent you do not have a Circle Account but hold USDC, these Terms still apply to your holding and use of USDC (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 Account.

By obtaining and using USDC, 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 apply 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 USDC, or using any of the USDC 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.

About USDC

USDC is a digital token issued by Circle Internet Financial, LLC (“Circle”) that operates on each of the blockchains listed here (collectively, as of any date of determination, the “USDC Supported Blockchains”, and each such digital token, “USDC” or “USD Coin”). USDC is regulated as a form of stored value or prepaid access under the laws governing money transmission (or the statutory equivalent) in the various U.S. states and territories. For the avoidance of doubt, these Terms only apply to USDC issued by Circle.

USDC is fully backed by an equivalent amount of U.S. Dollar-denominated assets held by Circle with U.S. regulated financial institutions in segregated accounts apart from Circle’s corporate funds, on behalf of, and for the benefit of, Users (the “Segregated Accounts”). This means that for every USDC issued by Circle and remaining in circulation, Circle will hold on behalf of Users either one U.S. Dollar (“USD”) or an equivalent amount of USD-denominated assets in its Segregated Accounts (the “USDC Reserves”). USDC is not designed to intrinsically create returns for holders, increase in value, or otherwise accrue financial benefit to the USDC holder.

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. As a member of Centre, Circle is subject to certain rules promulgated by Centre, some of which directly impact our obligations to you.

Scope of USDC and Key Terms

The following only applies to User Type A: As you have agreed to, and are subject to, the Circle Account User Agreement, Circle makes available the following USDC-related Services (as defined in the Circle Account User Agreement: (i) issue USDC for USD from Circle, (ii) redeem USDC for USD from Circle, and (iii) send and receive USDC to and/or from Circle Accounts (collectively, the “USDC Services”). Your use of the USDC Services is subject to these Terms. Any of the USDC Services can be discontinued at any time in accordance with Section 17 of these USDC Terms.

You understand and agree that you may only tokenize USD to USDC and redeem USDC for USD in your Circle Account directly with Circle to the extent that you have a Circle Account in good standing.

If you choose to use Circle’s “USDC Express” service as part of the USDC Services, incoming financial institution fiat wires can be automatically settled as USDC in your Circle Account, and USDC sent from your Circle Account to another Circle-hosted deposit address can automatically initiate a fiat wire to the recipient’s financial institution fiat account.

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

The following applies to both User Type A and User Type B: Your use of USDC and USDC 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 or forfeiture of USD tokenized for USDC. For a description of the process for tokenizing USD to USDC and redeeming USDC for USD, please see here.

You understand and agree 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 USD funds so long as the Holder is eligible to, and does, register a Circle Account. For the avoidance of doubt, if a Holder is not eligible to register a Circle Account, or fails to do so, such Holder is not entitled to redeem USDC with Circle.

Each USDC is intended to maintain a value of 1 USD. In order to issue 1 USDC, a corresponding 1 USD (or an equivalent amount of USD-denominated assets) is held in the USDC Reserves. Circle commits to redeem 1 USDC for 1 USD, subject to these Terms, applicable law, and any fees where applicable. While Circle may hold the USDC Reserves in interest-bearing accounts or other yield-generating instruments, you acknowledge that you are not entitled to any interest or other returns earned on such funds. USDC does not itself generate any interest or return for holders of USDC and only represents your right to redeem USDC for an equivalent amount of USD through your account with Circle.

Applicable Laws and Regulations

Your holding and use of USDC, and any 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 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 USDC using USDC 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.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;

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, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria); or

owned or controlled by any such person or persons listed above.

Eligibility; Limitations

The following applies to both User Type A and User Type B: Circle Accounts, USDC Services and support for USDC 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 USDC, or accessing or using the USDC Services, you further represent and warrant that:

a) you are at least 18 years old, are not a Restricted Person, and are not holding USDC on behalf of a Restricted Person.

b) you will not be using USDC or the USDC Services (as applicable) 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 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 this 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 Account, then Circle may be forced to terminate your Circle Account and you may forfeit any USD funds otherwise eligible for redemption.

Notwithstanding the foregoing, Circle may determine not to make USDC or 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 your location. We may also, without liability to you or any third party, refuse to let you register for a Circle Account.

The following only applies to User Type A: Use of certain USDC Services in a Circle Account 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, and may be subject to additional terms and conditions.

Support

Please visit Support here or contact Support at customer-support@circle.com to report any violations of these Terms or to ask any questions regarding these Terms or the USDC Services, as applicable.

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.

‍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 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 USDC.

USDC Support Only; Copies, Forks & Advanced Protocols Not Supported

The following only applies to User Type A: Your Circle Account supports sending and receiving USDC and Supported Digital Currencies (as defined in the Circle Account User Agreement). If you attempt to send any other virtual currency, token, digital currency, or similar digital assets other than USDC or Supported Digital Currencies (“Other Digital Assets”) to your Circle Account, such Other Digital Assets may be lost forever. Please refer to your Circle Account User Agreement for a list of Supported Digital Currencies. If you attempt to send USDC from your Circle 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 Circle Account or you sending USDC from your Circle Account to a wallet or address that does not support USDC.

The following applies to both User Type A and User Type B: 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, equivalent version of USDC either on one of the USDC Supported Blockchains or on an unsupported blockchain (a “copy”) that operate independently from USDC. 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 USDC into its design (a “wrapper”). Circle supports only USDC and is under no obligation to support any copies of USDC or wrappers and assumes no responsibility for any value that might be lost as a result of this lack of support of copies of USDC.

As a result of the decentralized and open source nature of the blockchains on which USDC 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 one of the USDC Supported Blockchains, Circle may be forced to suspend all activities relating to USDC (including tokenizing USD for USDC, redeeming USDC for USD, or 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”, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving USDC. In the event of a fork of one of the USDC Supported Blockchains, Circle shall, in its sole discretion, determine which fork it will support, if any.

USDC Supported Blockchains and Smart Contract Modifications

USDC operates on USDC 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 USDC Supported Blockchain. Any such attacks or delays on any USDC Supported 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 copy or fork of a USDC Supported Blockchain or the identification of a security issue with a USDC Supported Blockchain, Circle may be forced to suspend all activities relating to USDC (including tokenizing USD for USDC, redeeming USDC for USD, or 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 copy or fork of any USDC Supported Blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving USDC.

Circle reserves the right to migrate USDC 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 USDC to another blockchain or protocol identified by Circle. If you fail to effectuate such migration, the USDC may not be compatible with your Circle 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 USDC to another blockchain or protocol identified by Circle.

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.

‍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 USDC and your use of USDC 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 govern your holding and use of USDC, and the USDC Services, as applicable.

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 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 these Terms 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 these Terms, your permission to access and use the USDC Services may be terminated pursuant to these Terms.

"Circle.com", "Circle", and all logos related to the USDC Services are either trademarks, or registered marks of Circle or its licensors. Whether or not you have a Circle 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 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.

‍Risk Factors & Disclosures

The following list of risks associated with USDC and the USDC 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 tokenizes USD for USDC it will always do so at a rate of one USD ($1) per one (1) USDC; and (ii) when Circle redeems USDC for USD, it will always redeem such USDC at a rate of one USD ($1) per one (1) USDC, less fees where applicable.

Circle does not guarantee that the value of one (1) USDC will always equal 1 USD ($1) on other platforms. Due to a variety of factors outside of Circle’s control, the value of USDC on third-party platforms such as cryptocurrency exchange platforms could fluctuate above or below 1 USD ($1). Although a USDC is always redeemable for $1, less applicable fees (if any), Circle cannot control how third parties quote or 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 USDC Supported Blockchains. 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.

You accept all consequences of sending USDC. 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, or (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 these Terms 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, may be associated with illegal activity or activity that otherwise violates these Terms (“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 USD. Circle may also be required to freeze USDC and/or surrender associated USD held in Segregated Accounts in the event it receives a legal order from a valid government authority requiring it to do so.

‍Blacklisting by the Centre Consortium

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 on chain as permitted under 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 USDC or the USDC Services, including any accurate reporting of the tax or legal status of USDC in your jurisdiction.

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.

‍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 USD into USDC, and the use, transfer, redemption and/or value of USDC.

‍No deposit insurance

USDC held in your Circle Account is 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

Only Users Type A can redeem USDC directly with Circle. For Users Type A, your ability to redeem 1 USD with us for each USDC is conditional on (i) your possession of a corresponding amount of USDC associated with a registered Circle Account, (ii) no violation of these Terms or your Circle Account 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 that Holder, and any subsequent Holder, the right to redeem USDC for USD with us so long as the Holder is eligible to, and does, register a Circle Account (and thereby becomes a User Type A).

‍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 account becoming subject to a lien or other form of security interest before redemption.

‍On-chain transactions irreversible

When USDC is sent to a third-party USDC address, such transaction is completed on USDC Supported Blockchains. 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.

‍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 USDC. 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 USDC, or otherwise supporting the use or adoption of USDC. This activity may involve selling USDC 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.

‍Third Parties

You understand and agree that Circle does not control any products or services sold or offered 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, 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 USDC Services. If you are not satisfied with any goods or services purchased from a third party using the USDC Services, you must handle those issues directly with the third-party seller.

‍Fees; Authorization

The following only applies to User Type A: Except as disclosed on the USDC Fee Schedule or as otherwise disclosed to you prior to completing a transaction in your Circle Account, Circle will not charge you any fees for tokenizing USD for USDC, or receiving USDC. As disclosed on the USDC Fee Schedule, Circle does charge fees in connection with sending USDC on chain out of the Circle Account. You should always check the USDC Fee Schedule before completing a transaction in your Circle 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.

‍Currency Conversion

The following only applies to User Type A: All tokenizations of USD will be credited in USDC to your Circle Account based on a rate of one (1) USDC per 1 USD ($1). If you wire funds to Circle to complete a tokenization of USD into USDC, you should denominate your wire transfer in USD. If you transmit your wire in a currency other than USD, Circle’s banking partners will convert such funds to USD at such bank’s then applicable conversion rate and may charge additional fees for completing such currency conversion. Your Circle Account will then be credited with an amount of USDC equal to the amount of USD 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-USD currencies, and may be forced to reject or return a wire received in a non-supported currency. Note that your Circle Account only supports USDC amounts out to two decimal places, so all USDC amounts will be rounded down to two decimal places.

‍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 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 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.

‍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 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 Circle Account.

‍Insufficient Funds

The following only applies to User Type A: If a payment made to tokenize USD for USDC is reversed by your bank or Circle’s banking partners after a tokenization of USD for USDC is completed, then Circle reserves the right to (i) retroactively cancel such tokenization of USD for USDC and deduct such USDC from your Circle Account, (ii) deduct such amounts from future USDC issuances to your Circle Account or otherwise received into your Circle Account, (iii) suspend your Circle Account and access to the USDC Services until resolved, (iv) if you maintain more than one Circle Account, set off the negative amount of USDC in one Circle Account by applying the amount of USDC you hold in your other Circle Account(s) against the negative amount, and (v) pursue legal action or any other means of recovery legally available. To secure your performance of these Terms, you grant to Circle the right to (a) block transactions involving USDC from your account, including any non-USDC account, and (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.

Restricted Activities

In connection with your holding or use of USDC, or the USDC Services (as applicable), 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 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 Circle 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 Users, including, without limitation, email addresses;

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

Prohibited Transactions

Using USDC or the USDC 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:

a) any Restricted Persons;

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 User 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 User 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 these Terms and may also suspend or terminate your Circle Account, which can result in the potential forfeit of any US Dollar funds otherwise eligible for redemption.

‍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 Account User Agreement. This transaction history will include all transactions you complete with Circle including tokenizing USD for USDC, redeeming USDC for USD, and transferring USDC.

‍Indemnification; Release

The following only applies to User Type A: Section 22 of the Circle Account User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of USDC 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 USDC.

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.

Limitation of Liability; No Warranty

The following only applies to User Type A: Section 23 of the Circle Account User Agreement is hereby incorporated into these Terms by reference and shall apply in all respects to these Terms and your use of USDC 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 USDC; (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 USDC; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER INVOLVING USDC.

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 USDC, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE HOLDING AND USE OF USDC.

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

‍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.

‍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 USDC or the USDC 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 USDC Services and terminate your Circle 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 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.

‍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 USDC to an address will automatically transfer and assign to that Holder, and any subsequent Holder, the right to redeem USDC for USD so long as the Holder is eligible to, and does, register a Circle 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 USDC; further if you are a User Type A, you may also stop using our USDC Services, and terminate these Terms by contacting Support at usdcsupport@circle.com and asking us to close your Circle Account.

‍Survival

Upon termination of these Terms (and termination of your Circle 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.

‍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.

‍Legal Compliance

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

‍Governing Law; Venue

The laws of the State of Delaware and applicable United States federal law, including the Federal Arbitration Action as specified herein, shall govern these Terms.

‍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 USDC, the use of 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 holding or use of USDC, and the use of the USDC 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 Account User Agreement (i) in connection with any USDC transaction, the terms of these Terms shall control, and (ii) in respect of any other Digital Currency transaction, the terms of the Circle Account User Agreement shall control.

‍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. Verification of the licensing status of Circle for all states that use the Nationwide Mortgage Licensing System (NMLS) may be obtained at https://nmlsconsumeraccess.org/EntityDetails.aspx/COMPANY/1201441 (Company Legal Name: Circle Internet Financial, LLC; NMLS ID: 1201441). Note that this Section 33 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.

For the avoidance of doubt, although a state banking department may not regulate virtual currency activity as money transmission, such state banking department may, however, regulate USDC issuance and transmission, if such state banking department deems USDC to be a form of stored value and not a type of virtual currency.

‍Alaska

Circle is licensed by the Alaska Division of Banking & Securities as a money transmitter. Please note that this license does not cover the transmission of virtual currency. If you are located in the State of Alaska and have a complaint, please first contact Circle Support by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

If your issue is unresolved by Circle, either via the method above or by contacting its phone number, (857) 263-3784, please submit formal complaints with the state of Alaska, Division of Banking & Securities. Formal complaints must be in writing, please download the form here: https://www.commerce.alaska.gov/web/portals/3/pub/DBSGeneralComplaintFormupdated.pdf.

Formal complaint forms may be submitted via:

Fax: 907-465-1230

Email: msb_licensing@alaska.gov

Mail: Division of Banking & Securities PO Box 110807

Juneau, AK 99811-0807

If you have any questions regarding formal complaints, please call 907-465-2521.

‍Arkansas

If you have a complaint, please first contact Circle Support by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

After first contacting Circle, if you still have an unresolved complaint regarding the company's money transmission activity, please direct your complaint to:

Arkansas Securities Department

#1 Commerce Way, Suite 402

Little Rock, Arkansas 72202

Phone Number: 1-501-324-926

California

In California, Circle Payments, LLC is licensed as a money transmitter (NMLS ID: 1415802; License Number 2549). If you have complaints with respect to any aspect of the money transmission activities conducted by this licensee, you may contact the California Department of Financial Protection and Innovation at its toll-free telephone number, 1-866-275-2677, by e-mail at Ask.DFPI@dfpi.ca.gov, or by mail at:

Department of Financial Protection and Innovation

Attn: Consumer Services Office

2101 Arena Blvd

Sacramento, CA 95834

Colorado

Circle is licensed by the Colorado Division of Banking as a money transmitter. Please note that the license issued to Circle by the Colorado Division of Banking does not cover the exchange or transmission of virtual currency. 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.

Entities other than FDIC-insured financial institutions that conduct money transmission activities in Colorado, including the sale of money orders, transfer of funds, and other instruments for the payment of money or credit are required to be licensed by the Colorado Division of Banking pursuant to the Money Transmitters Act, Title 11, Article 110, Colorado Revised Statutes.

If you have a Question about or Problem with YOUR TRANSACTION – THE MONEY YOU SENT: You must contact the Money Transmitter who processed your transaction for assistance. The Division of Banking does not have access to this information.

If you are a Colorado Resident and have a Complaint about THE MONEY TRANSMITTER – THE COMPANY THAT SENT YOUR MONEY: ALL complaints must be submitted in writing. Please fill out the Complaint Form provided on the Colorado Division of Banking’s website and return it and any documentation supporting the complaint via mail or email to the Division of Banking at:

Colorado Division of Banking

1560 Broadway, Suite 975

Denver, Colorado 80202

email: DORA_BankingWebsite@state.co.us

website: www.dora.colorado.gov/dob

Section 12-52-116, C.R.S. requires that money transmitters and money order companies post this notice in a conspicuous, well-lighted location visible to customers.

‍Florida

If you have a complaint, please first contact Circle Support by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

For complaints directly to the Florida Office of Financial Regulation, please send correspondence to:

Florida Office of Financial Regulation

Division of Finance

200 E. Gaines Street

Tallahassee, FL 32399-0376

Toll-Free Number: 1-800-848-3792

NOTICE: By the Florida Office of Financial Regulation

By granting Circle a license, the Florida Office of Financial Regulation is not endorsing the use of digital or virtual currencies.

U.S. currency is legal tender backed by the U.S. government.

Digital and virtual currencies are not issued or backed by the U.S. government, or related in any way to U.S. currency, and have fewer regulatory protections.

The value of digital and virtual currencies is derived from supply and demand in the global marketplace which can rise or fall independently of any fiat (government) currency.

Holding digital and virtual currencies carries exchange rate and other types of risk.

Potential users of digital or virtual currencies, including but not limited to Bitcoin, should be forewarned of a possible financial loss at the time that such currencies are exchanged for fiat currency due to an unfavorable exchange rate. A favorable exchange rate at the time of exchange can result in a tax liability. Please consult your tax advisor regarding any tax consequences associated with your holding or use of digital or virtual currencies.

Illinois

If you have a complaint, please first contact Circle Support by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

For complaints directly to the Illinois Division of Financial Institutions, please send correspondence to:

Illinois Division of Financial Institutions

320 West Washington Street, 3rd Floor

Springfield, IL 62786

Toll-Free Number: 1-888-473-4858

Kentucky

Circle is licensed by the Kentucky Department of Financial Institutions as a money transmitter. Please note that the license issued to Circle by the Kentucky Department of Financial Institutions does not cover the exchange or transmission of virtual currency. The Kentucky Department of Financial Institutions does not currently license or regulate services related to virtual currency including but not limited to transmission or exchange which may be conducted by Circle.

‍Louisiana

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

‍Maryland

Circle is licensed by the Maryland Department of Labor, Licensing and Regulation as a money transmitter. Please note that the license issued to Circle by the Maryland Department of Labor, Licensing and Regulation does not cover the exchange or transmission of virtual currency. The Maryland Department of Labor, Licensing and Regulation does not currently license or regulate services related to virtual currency including but not limited to transmission or exchange which may be conducted by Circle.

The Commissioner of Financial Regulation for the State of Maryland will accept all questions or complaints from Maryland residents regarding Circle Internet Financial, LLC (License # 1201441, NMLS # 1201441), at:

500 North Calvert Street, Suite 402

Baltimore, MD 2120

Toll-Free Number: 1-888-784-0136

Verification of the licensing status of Circle Internet Financial, LLC may be obtained at https://nmlsconsumeraccess.org/EntityDetails.aspx/COMPANY/1201441.

‍Minnesota

Circle is licensed by the Minnesota Department of Commerce as a money transmitter. Please note the license issued to Circle by the Minnesota Department of Commerce does not cover the exchange or transmission of virtual currency. A transfer of fiat or virtual currency can be paid out to a recipient within a short time. After the currency is paid out, you may not be able to obtain a refund from Circle, even if the transfer was the result of fraud, except under limited circumstances.

Some common scams perpetuated through virtual currency exchanges are as follows:

Investors looking to get in on what some people consider a modern-day gold rush are finding new investment options opening up to them all the time. Many of these solicitations are marketed aggressively through social media. For example, there are initial coin offerings (ICOs) or initial token offerings (ITOs). When an issuer makes an ICO or ITO, it sells “coins” or “tokens” in order to fund a proposed project. These coins or tokens are not the same as common stock or other securities. While these offerings may sound like an initial public offering (IPO), they could not be more different. IPOs operate in a highly regulated environment. While securities or commodities regulations apply to ICOs and ITOs, many are unregistered and operate outside of these investor protection regulatory requirements.

Fake digital wallets: A digital wallet is used to store, send and receive cryptocurrencies. Scammers design a fake digital wallet to lure users into providing their private key or code that enables the wallet to open. Once a scammer receives the private key, he or she can steal all the cryptocurrency from the owner’s digital wallet.

Pump-and-dumps: Groups of individuals coordinate to buy a thinly-traded cryptocurrency, promote the cryptocurrency on social media to push up demand and the price, and then sell it in a coordinated sale. The price plummets and those unaware of the scheme are left with the devalued cryptocurrency.

Multi-level marketing platforms: Companies lure investors through the promise of high interest with low risk. These investors are then incentivized to recruit more members.

If you have a complaint, or wish to report fraud or suspected fraud, please first contact Circle Support by contacting its phone number, (857) 263-3784, or by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

New York

Circle is licensed and regulated as a Money Transmitter and to conduct business involving virtual currency by the New York Department of Financial Services.

If you have a complaint, please first contact Circle Support by contacting its phone number, (857) 263-3784, or by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

After first contacting Circle, if you still have an unresolved complaint regarding the company's money transmission activity, please direct your complaint to:

Consumer Assistance Unit

NYS Department of Financial Services

One Commerce Plaza

Albany, NY 12257

Toll-Free Number: 1-877-226-5697

http://www.dfs.ny.gov/consumer/fileacomplaint.htm

Please note the following disclosures associated with virtual currency:

Virtual currency 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;

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;

Transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;

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;

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;

There is no assurance that a person who accepts a virtual currency as payment today will continue to do so in the future;

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;

The nature of virtual currency may lead to an increased risk of fraud or cyber attack;

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

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.

Additionally, the following further disclosures are applicable to Circle’s virtual currency customers:

You may be liable for unauthorized virtual currency transactions occurring on your Circle Account. For more information regarding the circumstances under which you may be liable for unauthorized virtual currency transactions, please see Section 24 of the Circle Account Agreement.

Circle does not currently support preauthorized virtual currency transfers.

Circle may, from time to time, disclose information concerning your Circle Account to third parties. For more information regarding how Circle collects, uses, stores, shares and protects your information, please see the Circle Privacy Policy.

Circle will not provide periodic account statements to you. However, your transaction history is always available on Circle. It is important for you to understand that it is your sole responsibility to review your transaction history and any notices. You also understand that for the purposes of review and acknowledgment, you agree to be deemed to have reviewed your transaction history and all notices on at least a monthly basis. Your transaction history contains all of your trading activity, including pending transactions, deposits and withdrawals, as well as your fiat currency and virtual currency balances; however, please note that nothing in your transaction history should be treated as a valuation.

After each transaction has been placed, Circle will send you a receipt evidencing your transaction via email. Further evidence of your transactions will be available to you in your transaction history, as discussed above.

Circle reserves the right to change these Terms at any time, with or without advance notice to you, as the case may be. For more information on amendments to these Terms, please see Section 26.

Tennessee

Please note that this license and the required surety bond do not cover the transmission of virtual currency. Circle is licensed by the Tennessee Department of Financial Institutions as a money transmitter. The Tennessee Department of Financial Institutions does not regulate virtual currency.

Texas

If you have a complaint, please first contact Circle Support by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

After first contacting Circle, 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

Toll-Free Number: 1-877-276-5554

www.dob.texas.gov

Virginia

Circle is licensed by the Virginia State Corporation Commission as a money transmitter, but such license does not cover the transmission of virtual currency (Bitcoin).

Washington

If you have a complaint, please contact Circle Support by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

After first contacting Circle, if you still have an unresolved complaint regarding Circle’s money transmission activity, you may file it by contacting the Washington Division of Consumer Services at:

Online: https://dfi.wa.gov/file-complaint

Mail or fax: https://dfi.wa.gov/sites/default/files/money-services-complaint.pdf

Call: (360) 902-8703 or 1-877-RING DFI (1-877-746-4334).

Email us: CSEnforceComplaints@dfi.wa.gov

‍

PRIVACY POLICY

‍Latest Update: August 5, 2022

TheXchange prides itself on its relationship with its users. TheXchange promises to protect the privacy of users as detailed in this privacy policy. The TheXchange’s wallet is a hosted custodial service that helps users to receive, hold and transmit select fungible tokens (each, a “VirtualStaX”) (the “TheXchange Service”). The TheXchange Service is proprietary to TheXchange Inc., a Delaware company having its registered address at 111 Congress Avenue, Austin, Texas (referred to in this privacy policy as “TheXchange”, “we”, “us”, or “our”).
This privacy policy (this “Policy”) outlines how TheXchange collects, maintains, processes, uses, discloses and protects your personal information. Personal information is any information that directly or indirectly identifies you or by which your identity could be deduced. Protecting your privacy is important to us, and our goal is to maintain your trust and confidence when we handle personal information about you.
This Policy will apply to you if you visit our website at www.virtualstax.com (the “Site”), create an account with us (an “Account”), register for, access or use TheXchange Service, or when you otherwise do business or make contact with us (the Site, the TheXchange Service, and each of your Accounts are hereinafter collectively referred to as the “TheXchange Services”.)
The TheXchange Services are intended for use by persons who are at least the age of majority in the jurisdiction where they reside. By visiting our Site, or registering for, accessing or using any of the TheXchange Services, you affirm (i) you are eighteen (18) years of age or older OR a parent or guardian has provided express consent for you to use the Services, (ii) you have the legal capacity to consent to this Policy, and (iii) you agree to the terms of this Policy. If you do not agree to any part of this Policy, you should not use the Site or any of the TheXchange Services.
The TheXchange Service, being a custodial service offered by TheXchange, means that TheXchange assists users in the storage and control of their VirtualStaX. TheXchange will only initiate transactions on instruction from a user, and only for VirtualStaX rightfully owned by said user. TheXchange retains all liability for transactions not instructed by a rightful user.

‍What information do we collect?

‍TheXchange collects data to enable us to operate the TheXchange Services effectively and to provide you with the best experience on the Site and with the TheXchange Services. You provide some of this data to us directly, such as when you create an Account or otherwise register to use the TheXchange Services, subscribe to a newsletter, respond to a survey, make an enquiry through our Site, contact us for support, or contact us as a prospective user, vendor, supplier, or consultant. We get some of your data by recording how you interact with our Site and the TheXchange Services by, for example, using technologies like cookies. We also obtain and process data in the context of making the TheXchange Services available to you.
You have choices about the data we collect. When you are asked to provide personal data, you may decline. But if you choose not to provide data that is necessary to enable us to make the TheXchange Services available to you, you may not be able to sign up for an Account or use the TheXchange Services.
The data we collect depends on the context of your interactions with TheXchange and the TheXchange Services and the choices you make (including your privacy settings). The personal information we or our third party partners collect about you may include: email address, name, username, mobile phone, date of birth, proof of identity (e.g., driver’s license, passport, or government issued ID), bank or other payment account information, additional personal information (at the discretion of our compliance team), device information, screen information, browser information, operating system information, IP address, location information, time zone, log information, button clicks, page views, account information, third party wallet information and transaction information, and correspondence.

‍Why do we collect personal information, and what do we do with it?

‍We use the data we collect to operate our business and to make the TheXchange Services available to you. This includes using the data to improve the TheXchange Services and to personalize your experiences. We may use this data to comply with applicable law and regulations, such as for example complying with know your customer regulations. We may also use the data to communicate with you to, among other things, inform you about your Account, inform you about your transactions, provide security updates, and give you information about the TheXchange Services. We may also use the data to manage your email subscriptions, improve the relevance and security of our Site, respond to user enquiries, send you periodic marketing communications about the TheXchange Services, and improve the relevance of our advertising.
Examples of such uses include the following:
• Establishing your identity through email verification or third party provider services
• Facilitating your transactions
• Facilitating the creation of your TheXchange Service account
• Protecting you and other users and TheXchange from error and fraud
• Analyzing your use of the TheXchange Services to help make the TheXchange Service better for all users
• Carrying out TheXchange’s regular business activities related to the TheXchange Services
• Communicating with you regarding your Accounts and/or TheXchange Service(s)
• Complying with legal and regulatory requirements
• Responding to your inquiries
• Providing the best possible user experience
• Improving the TheXchange Services
• Providing you with technical support
• Sending periodic emails to provide you with more details about the TheXchange Services that we think you may want to be aware of
• Inviting you to participate in contests, promotions, surveys, or other features of the TheXchange Services
• Communicating with you, and personalizing your experience with us

‍How do we collect personal information?

‍We collect personal information directly from you, and we may receive certain personal information about you from third parties and our partners. We collect and update personal information throughout our relationship with you. The relationship begins the first time you visit our Site and continues through to the termination of your use of the TheXchange Services. As such, personal information may be collected any time you visit the Site, set up an Account or use the TheXchange Service, use the TheXchange Services, communicate with our customer service team, and any other time you communicate with us.
Each and every time you provide personal information to us though any means, you consent to the collection, use and disclosure of such information in accordance with this Policy. If you do not agree to the gathering of this information, you should not use TheXchange’s Services or visit our Site.

‍Cookies; Pixels; Beacons

‍TheXchange uses cookies - tiny data files placed on your device that contain a unique identifier that identifies your browser. Cookies allow us to collect information about you as a user, to improve our platform, store preferences and settings, and help with sign-in. While you can manage cookies in your Account’s preferences setting, if you disable cookies you may not be able to use or access some or all of the TheXchange Services.
Our web pages may contain electronic images known as web beacons (also called single-pixel gifs) that we use to help deliver cookies on our websites and to count users who have visited those websites. We may also include web beacons in our promotional email messages or newsletters to determine whether and when you open and act on them.
In addition to placing web beacons on our own websites, we sometimes work with other companies to place our web beacons on their websites or in their advertisements. This helps us to develop statistics on how often clicking on an advertisement on a TheXchange website results in a purchase or other action on the advertiser's website.
Finally, the TheXchange Services may contain web beacons or similar technologies from third-party analytics providers (like, for example, Google Analytics) that help us compile aggregated statistics about the effectiveness of our promotional campaigns or other operations. These technologies enable the analytics providers to set or read their own cookies or other identifiers on your device, through which they can collect information about your online activities across applications, websites or other products.

‍Consent

‍Consent for the collection, use and disclosure of personal information may be expressly given or implied. Your express consent, if required, may be given in writing, verbally or through electronic means. Implied consent is given by your actions, such as instances when you visit our Site or and as otherwise described herein.
TheXchange can collect, use or disclose your personal information without your consent for legal, security or certain processing reasons as required by law to deter fraud and money-laundering, or for other legal purposes.
Your consent can be withdrawn by contacting support@virtualstax.com. If you do not notify us of the withdrawal of your consent, we will consider your consent to be ongoing. Should you withdraw consent, we may not be able to provide all or some of the TheXchange Services to you and you are not permitted to access our Site.

‍How to Access and Control Your Personal Data

‍You can view, access, edit, delete, or request a copy of your personal data for many aspects of the TheXchange Services via your Account settings. Within your user settings you can also make choices about TheXchange’s collection and use of your data.
You can always choose whether you want to receive marketing communications from us. You can opt out from receiving marketing communications from us by using the opt-out link on the communication, or by visiting your Account settings or sending us an email at support@virtualstax.com.
Data Access. You can access your personal data in your Account settings.
Data Portability. You can request a copy of your personal data by submitting an email to us at support@virtualstax.com and including “Please send me a copy of my personal data” in the “Subject” line. TheXchange will verify your ability to access that email, then send you a digital export of the data we hold that is associated with your email address. We will use reasonable efforts to respond to your request within 14 days, but in all events within 30 days of our receipt of the request. TheXchange may be limited in its ability to send certain personal data to you.
Data Erasure. You can request that portions of your personal data be erased by submitting an email to us at support@virtualstax.com and including “Please delete my personal data” in the “Subject” line. TheXchange will verify your ability to access that email, then use reasonable efforts to respond to your request within 14 days, but in all events within 30 days of our receipt of the request. Please be aware that we require certain information about you in order to make the TheXchange Services available to you, and we are required to maintain certain information as required by applicable law and regulation. This means that if you want to delete any of these critical pieces of personal data, we may not be able to delete the data right away, but only after the minimum retention period mandated by law. As a response to your request for data erasure, you may be required to delete your entire Account and no longer be able to access the TheXchange Services.
Data Correction. You can modify your personal data in your Account settings. Note that some of the data we collect is specific to you, and you may not be able to modify this data without needing to create a new user profile.
Your Communications Preferences. You can choose whether you wish to receive marketing communications from us. If you receive marketing communications from us and would like to opt out, you can do so by following the directions in that communication. You can also make choices about your receipt of marketing communications by signing into your Account, and viewing and managing your communication permissions in your Account settings, where you can update contact information, manage your contact preferences, opt out of email subscriptions, and choose whether to share your contact information with TheXchange and our partners. Alternatively, you can request that we withdraw your consent to use your personal data by submitting an email to us at support@virtualstax.com and including “Please withdraw my consent for marketing communications” in the “Subject” line. TheXchange will verify your ability to access that email, then update our systems to remove your email address from the system we use to send marketing communications. We will use reasonable efforts to respond to your request within 14 days, but in all events within 30 days of our receipt of the request. Please note that these choices do not apply to mandatory communications that are part of the TheXchange Services or to surveys or other informational communications that have their own unsubscribe method.
Data Retention
We may retain your personal information as long as you continue to use the TheXchange Services, have an Account with us, as long as necessary to comply with applicable law or regulation or for as long as is necessary to fulfill the purposes outlined in this Policy. You can ask to close your Account by contacting us as described above, and we will delete your personal information on request and as governed by the data erasure section of this policy.
We may, however, retain personal information for an additional period as is permitted or required under applicable laws, for legal, tax, or regulatory reasons, or for legitimate and lawful business purposes.
We will retain your personal data for as long as necessary to make the TheXchange Services available to you, or for other essential purposes such as complying with our legal obligations, resolving disputes, and enforcing our agreements. Because these needs can vary for different types of data, actual retention periods can vary significantly.

‍How we share information and third-party servicers

‍We do not sell or trade your personal information to third parties. We share your personal data with your consent, or as necessary to make the TheXchange Services available to you. We also share your data with vendors working on our behalf; when required by law or to respond to legal process; when responding to audits; to protect our customers; to protect lives; to maintain the security and integrity of the TheXchange Services; and to protect our rights or our property.
Companies we have hired to provide cloud hosting services, off-site backups, know your customer verifications, payment processing, fiat and stablecoin hosted wallet providers and customer support may need access to personal data to provide those functions. In such cases, these companies are required to abide by our data privacy and security requirements and are not allowed to use personal data they receive from us for any other purpose. If you would like to consult a list of our current vendors, or have questions or concerns about the vendors, feel free to contact us at support@virtualstax.com.
One of our payment processing, fiat and stablecoin hosted wallet functionality providers is Circle Internet Financial, Inc.; their privacy policies are attached hereto.
We may disclose your personal data as part of a corporate transaction such as a corporate sale, merger, reorganization, dissolution, or similar event.
Finally, we will access, transfer, disclose, and/or preserve personal data, when we have a good faith belief that doing so is necessary to:
1. comply with applicable law or respond to valid legal process, judicial orders, or subpoenas;
2. respond to requests from public or governmental authorities, including for national security or law enforcement purposes;
3. protect the vital interests of our users, customers, or other third parties (including, for example, to prevent spam or attempts to defraud users of our products, or to help prevent the loss of life or serious injury of anyone);
4. operate and maintain the security or integrity of the TheXchange Services, including to prevent or stop an attack on our computer systems or networks;
5. protect the rights, interests or property of TheXchange or third parties;
6. prevent or investigate possible wrongdoing in connection with the TheXchange Services; or
7. enforce our Terms of Use.
We may use and share aggregated non-personal information with third parties for marketing, advertising, and analytics purposes.

‍Where we Store and Process Personal Data; International Transfers

‍Personal data collected by TheXchange may be stored and processed in any other country where TheXchange or its affiliates, subsidiaries or service providers maintain facilities. The storage location(s) are chosen in order to operate efficiently, to improve performance, and to create redundancies in order to protect the data in the event of an outage or other problem. We take steps to ensure that the data we collect is processed according to the provisions of this Policy, and the requirements of applicable law wherever the data is located.
We transfer personal data from the European Economic Area and Switzerland to other countries, some of which have not been determined by the European Commission to have an adequate level of data protection. When we engage in such transfers, we use a variety of legal mechanisms, including contracts, to help ensure your rights and protections travel with your data. To learn more about the European Commission’s decisions on the adequacy of the protection of personal data in the countries where TheXchange processes personal data, please visit: ec.europa.eu/justice/data-protection/international-transfers/adequacy/index_en.htm

‍Protection and Security of Information

‍We make reasonable efforts to protect your personal information using appropriate physical, technological and organizational safeguards. No security is foolproof, and the Internet is an insecure medium. However, we work hard to protect you from unauthorized access, alteration, disclosure and destruction of your personal information collected and stored by us. As such, we have policies, procedures, guidelines and safeguards in place to ensure your personal information is protected. Only authorized employees of TheXchange have access to your information, and these employees are required to keep the information confidential. Additionally, we periodically review our practices related to collection, storage and use of personal information and how such practices are utilized by our employees, contractors and agents to ensure high levels of protection.
Be aware that fungible tokens, virtual currencies, and digital assets are not necessarily truly anonymous. Generally, anyone can see the balance and transaction history of any public digital asset address. It may be possible to match your public digital asset address to other personal information about you and to identify you from a blockchain transaction. This is because, in some circumstances, personal information published on a blockchain (such as your digital asset address and IP address) can be correlated with personal information that we and others may have. This may be the case even if we, or they, were not involved in the blockchain transaction itself. Furthermore, by using data analysis techniques on a given blockchain, it may be possible to identify other personal information about you. You understand that we have no control over whether third parties utilize such techniques to identify you or obtain your personal information, and you agree that we will not be liable to you for any such activities. As part of our security, anti-fraud and/or identity verification and authentication checks, we may conduct such analysis to collect and process such personal information about you. You agree to allow us to perform such practices and understand that we do so.

‍How do we Ensure that our Processing Systems remain Confidential, Resilient, and Available?

‍We implement a variety of measures to ensure that our processing systems remain confidential, resilient, and available. Specifically, we have implemented processes to help ensure high availability, business continuity, and prompt disaster recovery. We commit to using third party services that maintain strong physical and logical access controls.
High Availability. Every part of the TheXchange Services utilizes properly-provisioned, redundant servers (e.g., multiple load balancers, web servers, replica databases) in case of failure. The third parties we use take servers out of operation as part of regular maintenance, without impacting availability.
Business Continuity. We keep encrypted backups of data daily in multiple regions on Amazon Web Services. In the rare case of production data loss (i.e., primary data stores loss), we will restore organizational data from these backups.
Disaster Recovery. In the event of a region-wide outage, we will bring up a duplicate environment in a different Amazon Web Services region. Our operations team has extensive experience performing full region migrations.
Physical Access Controls. The TheXchange Services are hosted on Amazon Web Services (AWS). These data centers feature a layered security model, including extensive safeguards such as custom-designed electronic access cards, alarms, vehicle access barriers, perimeter fencing, metal detectors, and biometrics. TheXchange employees do not have physical access to these data centers, servers, network equipment, or storage.
Logical Access Controls. TheXchange is the assigned administrator of its infrastructure on AWS, and only designated authorized TheXchange operations team members have access to configure the infrastructure on an as-needed basis
Penetration Testing. We engage an independent, third-party agency to perform black box penetration testing on an annual basis. Information about security vulnerabilities that are successfully exploited through penetration testing is then used to set mitigation and remediation priorities.

‍Third Party Links

‍TheXchange’s Site and the other elements of the TheXchange Services may contain links to other sites. The owners of the linked sites are solely responsible for their privacy practices and content. TheXchange is not responsible and does not endorse or control the content and privacy practices of third-party websites. Anytime you access a third-party website, you will be subject to the terms of their applicable privacy policies and should review them carefully.

‍Accessing and Keeping your Personal Information Accurate

‍We take reasonable and practical steps to ensure that your personal information is accurate with regards to the purpose for which it is used. It is your responsibility to provide accurate personal information about yourself. If any information that has been provided is no longer correct, it is your responsibility to contact us to update this information. Corrections can be made through your VirtualStaX Account or by contacting us at support@virtualstax.com.
Subject to certain exceptions under applicable law, you may request access to the personal information that we hold about you in order to view, verify and correct such personal information by contacting us at support@virtualstax.com. When handling such requests, we will verify the identity of the requesting party through the same or similar methods that we use to verify a user’s email address upon Account creation to ensure that they are the person legally entitled to make the request. It is our policy to not charge for such requests, however, in the case that the requests become repetitive or unduly onerous, or there is a request for copies of documents, a charge may apply. We will let you know at the time of the request if there will be a charge. Normally, such requests will be responded to within 30 days.

‍Changes to this Policy

‍TheXchange reserves the right to amend this Policy from time to time. The most up to date version will be available on our Site with the most recent version’s date listed clearly at the top of the page. Changes are effective at the time we post them on the Site. While TheXchange may make reasonable attempts to notify active Account and TheXchange Service holders when this Policy is updated, we nonetheless recommend that you consult this Policy each time you visit our Site or use any of the TheXchange Services to be assured that you are familiar with the most current version of this Policy.

‍Questions, Concerns and Complaints

‍If you have questions, concerns or complaints regarding this Policy, the handling of your personal information or TheXchange’s privacy or data protection practices, including but not limited to the use of any service providers, please contact support@virtualstax.com. We investigate all complaints and will generally respond within 30 days of receipt of your complaint. If we find a complaint to be justified, we will take all appropriate measures, including, as necessary, amending our policies and practices.
Please note that when you send us a message, you will be providing us with personal information, including your email address, name, and any other information provided in the message. In some cases, additional personal information may be needed in order to answer your questions, concerns or requests. Such information will be handled in accordance with this Policy.

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PRIVACY POLICY

Last updated: March 15, 2022

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This Privacy Policy describes how Circle Internet Financial, LLC and its affiliates and subsidiaries, excluding SeedInvest Technology, LLC and SI Securities, LLC, (collectively, “Circle”, “we”, “us” or “our”) collects, uses, stores, shares and protects your information when you use the Circle Services (as defined below), visit the circle.com website and what we do with such information.

The “Circle Services” shall mean all Circle Account, Circle API services, Circle Yield, and all other communications or other engagement between you and Circle, which may be subject to change from time to time. For purposes of the foregoing, Circle’s “Circle Pay” and “Circle Invest” products are specifically excluded from the definition of Circle Services.

This Privacy Policy provides a general overview of our privacy practices regarding your information. It is important that you read this Privacy Policy together with any other privacy notice or fair processing notice we may provide on specific occasions and which may be applicable to you when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data. This Privacy Policy supplements the other notices and is not intended to override them. You can learn more about certain jurisdiction-specific information in the applicable sections at the bottom of this Privacy Policy, including information for individuals residing in the European Economic Area (“EEA”), Switzerland, the United Kingdom, and in California.

1. Overview

Purpose of this Privacy Policy

We know how important privacy is to our users, which is why this Privacy Policy explains how we collect and use data.

2. The Data we Collect About You

Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).

We may collect, use, store and transfer different kinds of personal data over the preceding 12 months about you which we have grouped together as follows:

Identity Data includes first name, middle name, maiden name, last name, title, tax ID, marital status, date of birth, gender, identity document number, nationality and any other information contained in any identification documents you provide to us (e.g. your passport or driver’s license).
Contact Data includes billing address, residential address, email address and telephone numbers.
Financial Data includes bank account details.
Transaction Data includes details of your Circle Services activity such as the amount, date, time, recipient for each transaction.
Technical Data includes your internet protocol (IP) address, login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access the Circle Services.
Profile Data includes your username or similar identifier, password, your preferences, feedback and any survey responses.
Usage Data includes information about how you use the Circle Services.
Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
Survey and Customer Feedback Data includes information you provide in any survey or feedback forms on Circle Services.
Location Data includes information about your device location.

We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this Privacy Policy.

We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, genetic and biometric data).

Information about criminal convictions

When you register for a Circle Account or otherwise use the Circle Services, we may receive information about your criminal convictions when we perform certain verification or compliance checks. We carry out these checks in order to detect or prevent any unlawful or fraudulent acts and to comply with our legal obligations.

If you fail to provide personal data

Where we need to collect personal data by law, or under the terms of a contract we have with you and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (i.e. to provide the Circle Services to you). In this case, we may have to close your Circle Account or limit or restrict your access to other Circle Services, in accordance with the terms of the Circle Account User Agreement, but we will notify you if this is the case at the time.

3. How We Collect your Personal Data

We use different methods to collect data from and about you including through:

Direct interactions. You may give us your Identity, Contact, Financial, Transaction, Profile, Usage, Marketing and Communications and Location Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when:

you create or use your Circle Account;
you send a wire transfer to your Circle Account;
we need to request more information to verify your identity or to meet our legal obligations;
you request marketing to be sent to you;
you participate in a survey; or
you give us some feedback.

Automated technologies or interactions. When you interact with our Circle Services, we may automatically collect Usage and Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. We may also receive Technical Data about you if you visit other websites employing our cookies. Please see our Cookie Policy for further details.
Third parties or publicly available sources. We may receive personal data about you from various third parties including:

Technical Data from analytics providers such as Google;
Contact, Financial and Transaction Data from providers of technical or payment services;
Identity and Contact Data from verification or compliance services providers; and
In providing personal data of any individual (other than yourself) to us, you agree that you have obtained consent from such individuals to disclose their personal data to us for processing.

4. How We Use Your Personal Data

We collect all of the information in Section 2 (The Data we Collect About You) so that we can provide you with the Circle Services. The information we collect allows us to:

Deliver the full functionality of the Circle Services;
Keep in touch with you - whether it be for providing customer service, notifying you of new features or updates to the Circle Services, or providing security notices or information;
Verify your identity so that we can prevent fraud or unauthorized activity, and to comply with applicable laws; and
Fulfill any other purpose for which the information was collected.

We will never share, sell or rent your personal data to third parties. We may combine your information with information we collect from other companies and use it to improve and personalize the Circle Services, as well as our content and advertising.

Purposes for which we will use your personal data

We have set out below a description of the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Legitimate Interest means the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting Support.

Note that we may process your personal data for more than one lawful basis depending on the specific purpose for which we are using your data. Please contact Support if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.

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Purpose/Activity

Type of data

Lawful basis for processing including basis of legitimate interest

To register you as a new customer.

• Identity
• Contact

Performance of a contract with you.

To deliver the full functionality of the Circle Services.

• IdentityContact
• FinancialTransaction
• Profile
• Marketing and Communications
• Location

Performance of a contract with you.

To manage our relationship with you which will include:
(a) Notifying you about changes to our terms or Privacy Policy; and
(b) Asking you to take part in surveys.

• Identity
• Contact
• Profile
• Marketing and Communications

a) Performance of a contract with you.
(b) Necessary to comply with a legal obligation.
(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our products/services).

To (i) verify your identity; and/or (ii) detect and prevent fraudulent or other unauthorized activities.

• Identity
• Contact
• Financial
• Transaction
• Usage

(a) Performance of a contract with you.
(b) Necessary to comply with a legal obligation.
(c) Necessary for our legitimate interests to safeguard the Circle Services.

To administer and protect the Circle Services (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data).

• Identity
• Contact
• Technical

(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganization or group restructuring exercise).
(b) Necessary to comply with a legal obligation.

To deliver relevant website content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you.

• Identity
• Contact
• Profile
• Marketing and Communications
• Technical

Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy).

To use data analytics to improve our website, services, marketing, customer relationships and experiences.

• Identity
• Contact
• Technical
• Usage

Necessary for our legitimate interests (to define types of customers for our products and services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy).

To (i) improve our product or services; and/or (ii) develop new products or services.

• Identity
• Contact
• Financial
• Transaction
• Usage
• Profile
• Marketing and Communications
• Technical

Necessary for our legitimate interests (to develop our products/services and grow our business).

To make suggestions and recommendations to you about products or services that may be of interest to you through marketing communications.

• Identity
• Contact
• Financial
• Technical
• Usage
• Profile
• Marketing and Communications

Necessary for our legitimate interests (for our marketing purposes to develop our products/services and grow our business).

Change of purpose

We will only use your personal data in accordance with the purposes described in this Privacy Policy and as provided for under applicable law for the purposes for which we collected it. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.

If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Third-party links

The Circle Services may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We are not responsible for the data collection and processing practices of the third party and use of any third party websites is subject to their privacy policies. When you leave our website, we encourage you to read the privacy notice of every website you visit.

5. Marketing

We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising. We have established the following personal data control mechanisms:

Promotional offers from us

We may use your Identity, Contact, Technical, Profile and Usage Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).

You will receive marketing communications from us if you (i) have requested information from us; (ii) use our Circle Services; or (iii) provided us with your details when you registered for a promotion and you have not opted out of receiving that marketing.

Third-party marketing

We will get your express opt-in consent before we share your personal data with any company outside the Circle group of companies for marketing purposes.

Opting out

You can ask us or third parties to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by contacting Support at any time.

Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of your use of the Circle Services, a product/service experience, or other transactions. Opting out will also not opt you out of receiving non-marketing information such as account statements and updates to this Privacy Policy or our user agreement.

6. Cookies

You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of our website may become inaccessible or not function properly.

Do Not Track (“DNT”) is an optional browser setting that allows you to express your preferences regarding tracking by advertisers and other third-parties. At this time, we do not respond to DNT signals.

For more information about the cookies we use, please see our Cookie Policy.

7. How We Share Your Personal Data

Sharing with third parties

We may have to share your personal data with the parties set out below for the purposes set out in Section 4 above:

Banking partners - If you link a bank account, we will share your account information with our banking partners so that we can process payments associated with wiring funds in and out of your Circle Account. We may also need to share your information with your bank based in the country where your bank account is held in order to verify and complete a payment transaction.
Verification service providers - In order to detect and/or prevent fraud and comply with our legal obligations, we will sometimes need to share your information with third party identity verification services. This lets us make sure you are who you say you are, by comparing the information you provide us to public records and other third party databases. This may include searches through electronic services such as credit bureaus, but we will not do so in a manner that would have an adverse impact on your credit or credit score.
Operational service providers - In order to deliver the Circle Services to you, we will need to share your information with third parties who provide us with certain tools/services including data storage, onboarding, customer service platforms, accounting and invoicing, IT, email, SMS text, and other communication channels, security and fraud detection.
Other service providers - In order to improve Circle’s functionality, we will sometimes share your information with service providers that help us analyze how people are using the Circle Services in order for us to refine the product. We may also share your information with services providers who help us to deliver certain advertising/marketing campaigns in order to grow our business.
Law enforcement agencies and regulators - we may need to share your information with law enforcement or government or public officials. We will only do this when we are compelled to do so by a specific regulation, subpoena, court order or formal request, or we otherwise believe in good faith that we need to share such information to prevent physical harm, financial loss, or are obligated to report illegal and other suspicious activities, and we will endeavor to share the minimum amount of required information.
Group companies - Information may be shared with Circle group entities in order to, inter alia, meet our legal and regulatory obligations. EEA Customers should be aware that affiliates of Circle Internet Financial, LLC are likely to act as processors in respect of your personal information in order to provide you with the best possible service and customer support.
Business Partners - From time to time Circle may partner with other companies (“Partners”) to allow you to transact with individuals that are customers of such Partners and not Circle. In order to complete these transactions, we will need to share information regarding your Circle Account (such as name, email address, phone number and date of birth) with the applicable Partner so that they can meet their legal and regulatory obligations. Your information will only be shared with such Partners to the extent you transact or interact with customers of such Partners.
Professional advisers - In order to complete third party financial, technical, compliance and legal audits of Circle’s operations or otherwise comply with our legal obligations, we may need to share information about your Circle Account as part of such review with professional advisers acting as processors or joint controllers who provide consultancy, banking, legal, compliance, insurance or accounting services.
Third parties in business transactions - We may choose to sell, transfer, or merge parts of our business or our assets to third parties. Alternatively, we may acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this Privacy Policy.
We will share your information with other third parties if you specifically authorize us to do so. For example, you may Request to transfer your data from Circle to a third-party under your applicable legal rights.

8. International Transfers

Circle conducts business throughout the world. Personal data may be stored and processed in any country where we do business or our service providers do business. We may transfer your personal data to other countries, which may have different data protection laws. When transferring data across borders, we take measures to comply with applicable data protection laws related to such transfer.

If you are located in the European Economic Area (“EEA”), the UK, or Switzerland, we rely on the Standard Contractual Clauses (SCCs) to provide an adequate level of data protection for the transfer of your Personal Data from the EEA, the UK, or Switzerland, where the country of import is not deemed adequate under applicable law.

9. How We Protect Your Personal Data

We protect your information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorized access, disclosure and alteration. Some of the safeguards we use are firewalls and data encryption, physical access controls to data centers and information access authorisation controls.

Sometimes in order to better secure your information and use it for the purposes contemplated by this Privacy Policy, certain personal data may be stored with our third party partners and service providers. The full list of our third party partners and service providers can be found here.

10. Data Retention

We will only retain your personal data for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.

To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorized use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.

11. Children’s Privacy

Unfortunately, if you’re under 18, you can’t use the Circle Account or other Circle products. We do not knowingly solicit or collect information from anyone under 18. If we become aware that a person under the age of 18 has provided us with personal information, we will delete it immediately.

12. Changes to the Privacy Policy and Your Duty to Inform Us of Changes

We may change this Privacy Policy from time to time. When we do make updates, we’ll let you know by changing the date at the top of this Privacy Policy. If it is a more extensive or significant update, we’ll send you a notification or post a notice on our website. If you ever have any questions about changes made to the Privacy Policy, just reach out to Support.

It is important that the personal data we hold about you is accurate and current. If you need to add or change any information, you can just log in to your Circle Account and make the change in your settings. If you cannot make the change on your own, just reach out to Support and we’ll take care of it. Please keep us informed if your personal data changes during your relationship with us.

13. Questions

If you have any questions about this Privacy Policy, feel free to reach out to privacy@circle.com or DPO@circle.com.

Customers in the the EEA, UK, and Switzerland

The following Section applies to Customers in the EEA, UK, and Switzerland only and supplements the information contained in the Privacy Policy.

Most commonly, we will use your personal data in the following circumstances:

Where we need to perform the contract we are about to enter into or have entered into with you.
Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
Where we need to comply with a legal or regulatory obligation.
Where we have your explicit consent to do so.

Generally, we do not rely on consent as a legal basis for processing your personal data other than in relation to sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting Support.

For the purposes of the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK UK Data Protection Act 2018 and the UK GDPR, and the Swiss Federal Act on Data Protection, Circle Internet Financial, LLC is the controller of your personal data and Circle Internet Financial Limited has been appointed as its representative in the EEA.

Data Protection Officer (“DPO”)

Circle has appointed a data protection officer (“DPO”) who is responsible for overseeing questions in relation to this Privacy Policy. If you have any questions about this Privacy Policy, including any requests to exercise your rights, please contact us using the details set out below.

Full name of legal entity: Circle Internet Financial Limited (as GDPR representative)

Contact: DPO@circle.com

You have the right to make a complaint at any time to your data protection authority. We would, however, appreciate the opportunity to deal with your concerns before you approach your data protection authority so please contact DPO@circle.com in the first instance.

Your legal rights

Under certain circumstances, you have rights under data protection laws in relation to your personal data:

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Request access

This enables you to receive a copy of whether your personal data is being processed or collected, what and how personal data about you is being processed and collected, and what the data processing operations are.

This is also commonly known as a “data subject access request”.

Request correction

This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.

If you need to add or change any information, you can just log into your Circle Account and make the change in your settings. If it doesn’t look like you can make the change on your own, please reach out to Support and we’ll take care of it.

Request deletion

This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with applicable law.

‍Please note: your right of deletion would not take precedence for various reasons including if we need to retain your personal data in order to comply with a legal obligation or to establish or defend a legal claim. Where we are unable to comply with your request of deletion, we will notify you at the time of your request.

Object to processing

You have the right to object to the processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms.
You also have the right to object where we are processing your personal data for direct marketing purposes.
In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
You may also be entitled to object to automated decision-making in certain circumstances.

Request restriction on processing

This enables you to ask us to suspend the processing of your personal data in the following scenarios:
(a) if you want us to establish the data's accuracy;
(b) where our use of the data is unlawful but you do not want us to delete it;
(c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or
(d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.

Request for data portability

If you ask us, we will provide to you or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format.

Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.

Withdrawal of consent

This applies where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent.

If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

If you wish to exercise any of the rights set out above, please contact Support.

If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third-party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog/request.

No fee usually required

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.

What we may need from you

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time limit to respond

We try to respond to all legitimate requests within one month or in accordance with applicable law. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

California Customers

The following Section applies to California customers only and supplements the information contained in the Privacy Policy.

Rights under the California Consumer Privacy Act of 2018 (“CCPA”)

In addition to the rights provided in the Privacy Policy above, the California Consumer Privacy Act of 2018 (“CCPA”) provides consumers (California residents) with specific rights regarding their personal information, sublet to limited exceptions. Under the CCPA, “personal information” includes information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household. Circle collects personal information that may be covered by other laws, rules and regulations, including but not limited to the Gramm-Leach-Bliley Act and its related implementing regulations, and, therefore, such personal information may be exempt from the provisions of the CCPA. Although some categories of data collected by Circle may be exempt from the CCPA, the full list of categories of personal information collected can be found in Section 2 (the Data We Collect About You).

Under the California Consumer Privacy Act (CCPA), Circle is required to disclose whether it sells personal information. As stated in Section 4 (How We Use Your Data), we do not share, rent or sell your personal data to third parties.

This section describes your CCPA rights and explains how to exercise those rights.

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Right to Know and Data Portability

You have the right to request that we disclose certain information to you about our collection and use of your personal information over the past 12 months (the "right to know"). Once we receive your request and verify your identity, we will disclose to you:
• The categories of personal information we collected about you.
• The purpose for collecting or selling that personal information.
• The categories of third parties with whom we share that personal information.
• The specific pieces of personal information we collected about you (also called a data portability request).
• The data processing operations.

Right to delete

You have the right to request that we delete any of your personal information that we collected from you and retained, subject to certain exceptions (the "right to delete"). Once we receive your request and verify your identity, we will review your request to see if an exception allowing us to retain the information applies. We may deny your deletion request if retaining the information is necessary for us or our service provider(s) to:
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1. Complete the transaction for which we collected the personal information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, fulfill the terms of a written warranty or product recall conducted in accordance with federal law, or otherwise perform our contract with you.
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2. Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.

3. Debug products to identify and repair errors that impair existing intended functionality.

4. Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
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5. Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.

6. Comply with a legal obligation.

7. Make other internal and lawful uses of that information that are compatible with the context in which you provided it.

Right to opt-out of a sale

You may request to opt out of any “sale” of your personal information that may take place. However, as stated in Section 4 (How We Use Your Data), we do not share, rent or sell your personal data to third parties.

Right against discrimination

We will not discriminate against you for exercising any of your CCPA rights.

Exercising Your Rights to Know or Delete

To exercise your rights above, please submit a request by contacting Support or emailing us at privacy@circle.com.

Only you, or your authorized agent acting on your behalf, may make a request to know or delete related to your personal information.

We are only obligated to respond to a request to know or delete from you, or your authorized agent acting on your behalf, twice within a 12-month period. Your request to know or delete must:

Provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative, which may include: your full name, prior communications with Circle. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you. We will only use personal information provided in the request to verify the requestor's identity or authority to make it.
Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it.

You do not need to create an account with us to submit a request to know or delete.

Response Timing and Format

We will confirm receipt of your request within ten (10) business days. If you do not receive confirmation within the 10-day timeframe, please contact DPO@circle.com.

We endeavor to substantively respond to a verifiable consumer request within forty-five (45) days of its receipt. If we require more time (up to another 45 days), we will inform you of the reason and extension period in writing.

The response we provide will also explain the reasons we cannot comply with a request, if applicable. For data portability requests, we will select a format to provide your personal information that is readily usable and should allow you to transmit the information from one entity to another entity without hindrance.

We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.

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PSW Provider User Agreement‍

These terms and conditions (“Agreement”) are a contract between you and Circle Internet Financial, Inc. (“Circle,” “we,” or “us”) that applies to your use of Circle’s Wallet Services as a user (“User”, “you” or “your”). By purchasing Circle Credits or using your Circle Wallet Account, you agree that you have read, understood and accept all of this Agreement, including our Privacy Policy.

You agree that we may provide notices, disclosures and amendments to this Agreement, and other information relating to your Circle Wallet Account by electronic means.

1. About your Wallet Account

Following your request, Circle issues you a wallet account (“Wallet Account”) which allows you to purchase credits (“Circle Credits”) for use on the VirtualStaX Platform (“VirtualStaX Platform”). The dollar value that you use to purchase Circle Credits is a prepayment for the goods and services on the VirtualStaX Platform. Circle Credits are only redeemable for products on the VirtualStaX platform.

Unless otherwise required by law or permitted by this Agreement, the dollar value you paid to purchase Circle Credits is nonrefundable and may not be redeemed for cash. The value of these credits can change at any time and the issuance and redemption of Circle Credits could discontinue at any time including if Circle’s relationship with the VirtualStaX Platform is terminated.

2. Purchasing Circle Credits

You may purchase Circle Credits, which will be held in your Wallet Account on the VirtualStaX Platform. You may not transact more than $2,000 in total transaction volume with your Wallet Account in a single day and you may not hold more than $10,000 in your Wallet Account over the account lifetime. This means that the activity on your Wallet Account cannot exceed $2,000 over the course of a day or $10,000 over the lifetime of the account. Transactions associated with your Wallet Account will be suspended should these thresholds be met and remain suspended until the User of the Wallet Account has complied with KYC verification.

3. Fees and Expiration

We do not charge any activation, service, dormancy or inactivity fees in connection with your Wallet Account or Circle Credits. The VirtualStaX Platform may impose fees, please see the applicable VirtualStaX Platform terms of conditions.

4. Fees and Expiration

The Wallet Services are currently only available to individuals located in supported jurisdictions. For a complete list of currently supported jurisdictions, please see here. https://support.usdc.circle.com/hc/en-us/articles/360015179832

You must be at least 18 years of age and must not have been previously suspended or removed from the Wallet 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.

Notwithstanding the foregoing, Circle may determine not to make the Wallet Services, in whole or in part, available in every market, either in our 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 Wallet Account.

5. Receipts and Transaction History

When you use your Wallet Account, a receipt can be given to you by the VirtualStaX Platform, if you request one. Circle will not send you statements of transactions on your Wallet Account.

6. Fraud Associated with your Wallet Account

We will not allow any purchase of Circle Credits or the use of your Wallet Account, if we reasonably believe that the use is unauthorized (whether by the VirtualStaX Platform or by anyone other than the User), fraudulent, or otherwise unlawful, and we consider such action appropriate to limit our risk. Circle does not have any liability to you for any third-party fraud or unlawful activity associated with your Wallet Account and Circle Credits. If Circle discovers any Circle Credits were purchased or derived from fraud or other unlawful means, we may in our sole discretion, cancel all impacted Wallet Accounts and retain all Circle Credits without notice to you. We may use retained Circle Credits and Wallet Account balances to help offset our liability to card companies, networks and issuers of lost or stolen credit or debit cards used to purchase Circle Credits. In the event that any of the previously mentioned actions are taken by Circle, you will be notified by the VirtualStaX Platform and your only available recourse is with the VirtualStaX Platform.

7. Privacy Policy

Please read Circle’s Privacy Policy following this Agreement. You should carefully read our Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used, how to update or change your personal information, and how we communicate with you.

8. Security of User Information

You agree to (i) notify the VirtualStaX Platform immediately if you become aware of any unauthorized use of your Wallet Account, Circle Credits or any other breach of security regarding your Wallet Account. 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.

9. Third Parties

Circle does not have control of, or liability for, any products or services that are purchased or sold by the VirtualStaX Platform in connection with the Wallet 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 Circle Credits transfer. If you are not satisfied with any goods or services purchased from, or sold to, a third party using the Wallet Services, you must handle those issues directly with the VirtualStaX Platform.

10. Changes to This Agreement

We may amend this Agreement at any time. We will post the amended terms to the VirtualStaX Service User Agreement, and for a period of thirty (30) days after we post the amended terms, we will include a notice stating which terms have changed. As permitted by applicable law, any change, addition or deletion will become effective at the time we post the revised terms to [VirtualStaX Platform Terms]. You are deemed to accept the changes, additions or deletions, if (i) you do not notify us to the contrary in writing within 20 days of the date of our notice or such other time specified in the notice, or (ii) you use your Wallet Account or Circle Credits after notice has been given. In the event that you do not agree with the amended terms, your sole and exclusive remedy is to terminate your use of your Wallet 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 you notify us that you do not accept the changes, additions or deletions and you meet the customer onboarding requirements for a Wallets Plus Account, your Circle Credits may be converted pursuant to the USDC terms and conditions.

11. Cancellation of this Agreement

We may suspend or terminate this Agreement and revoke or limit any or all of the rights and privileges granted to you at any time. Termination may result from your fraudulent or unauthorized use of the Wallet Account and/or Circle Credits or the termination of the relationship between Circle and the VirtualStaX Platform.

12. 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 your Wallet Account.

For the purpose of this Section, 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 and that 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, the VirtualStaX Platform, 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.

13. 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, disease or epidemic, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.

14. Arbitration

You agree that we will be entitled to make a final and binding ruling in our sole or unfettered discretion on any issue or dispute arising from your contravention of these Terms, including whether your use of the Platform is regarded as Prohibited Use.

Unless the matter has been reserved for our determination, any dispute, controversy or claim arising out of, or in relation to these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which a written notice of arbitration is submitted in accordance with the aforesaid rules.

The number of arbitrators shall be one.

The seat of the arbitration shall be Geneva.

The arbitral proceedings shall be conducted in English.

15. Assignment

You may not assign this Agreement without our prior written consent and any attempted assignment will be void. We may assign all or part of this Agreement without notice to you. We are then released from all liability. If you object to such transfer or assignment, you may stop using our Wallet Services and terminate this Agreement by contacting support and asking us to close your Wallet Account.

16. Entire Agreement and Survival

This Agreement is the complete and exclusive statement of agreement between you and Circle, and merges into all prior proposals and all other agreements governing your Wallet Account (not including Circle’s Privacy Policy). If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Upon termination of your Wallet Account and this Agreement, all rights and obligations of the parties that by their nature are continuing will survive such termination.

17. 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 your Wallet Account solely for approved purposes as determined by Circle. Any other use of your Wallet Account is expressly prohibited. Circle and its licensors reserve all rights in the Wallet Account services and you agree that this Agreement does not grant you any rights in or licenses to the Wallet Account 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 Wallet Account services, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the Wallet Account services may be terminated pursuant to this Agreement. "Circle.com", "Circle", and all logos related to the Wallet 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 Wallet Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Circle and its licensors.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England.

19. Inquiries or Questions

Please contact the VirtualStaX Platform at support@VirtualStaX.com if you have any questions and in the event you are unable to reach the VirtualStaX Platform, you may contact Support at support@circle.com to report any violations of this Agreement or to ask any questions regarding this Agreement.

‍

Circle Account User Agreement

‍Last updated: June 28, 2022

‍

This Circle Account User Agreement (this “Agreement”) is a contract between you (“you” or a “User”) and Circle Internet Financial, LLC (“Circle,” “we,” or “us”) that applies to your use of a Circle account with Circle (your “Circle Account”). Circle may offer from certain services as described herein (the “Services”) on the Circle Account platform (the “Platform”). The USDC Terms, Euro Coin Terms, and Bridged USDC Terms which are described more fully below, apply to your US Dollar Coin (“USDC”), Bridged USDC, Euro Coin (“EUROC”) and your Circle Account, as applicable. From and after the date set forth above, this Agreement shall govern your use of any Circle Account.

For the avoidance of doubt, your access to the Services is contingent on your maintenance of a Circle Account and access to the Platform.

By registering for a Circle Account or using any of the Services, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as the Circle Privacy Policy, Cookie Policy, and E-Sign Consent Policy, and you acknowledge and agree that you will be bound by these agreements and policies.

Note that this Agreement uses the term “Digital Currency” to refer to USDC, Bridged USDC, EUROC, or any other digital currencies, cryptocurrencies, virtual currencies, or digital assets. A list of Digital Currencies that our Services support (each, a “Supported Digital Currencies”) is available here. For the avoidance of doubt, where used herein, the term “funds” includes Digital Currency.

Not all Supported Digital Currencies are available for use in, or are compatible with, all of our Services.

You must carefully consider the terms related to Supported Digital Currencies herein (including, without limitation, Sections 2 and 12, before attempting to deposit, hold, transact in, or send a Digital Currency using the Platform).

Please note that Section 26 contains an arbitration clause and class action waiver. By agreeing this this Agreement, you agree to resolve all disputes, except as otherwise set forth in Section 26, through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.

Section 27 of this Agreement governs how this Agreement may be changed over time; the date of the last update is set forth at the top of this Agreement.

1. Eligibility; Limitations; Registration Process; Identity Verification

Eligibility; Limitations

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

In registering to use the Circle Account and Services on behalf of an 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 Services or any other service or product offered by Circle or its affiliate entities.

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

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

a) you are at least 18 years old and are not a Restricted Person, nor are you resident of a Restricted Territory (each as defined in Section 35 below).

b) you will not be using the Circle Account and 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 Section 20.

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

When you set up a Circle Account, you will be required to designate an administrator for your account. Circle may, in its discretion, grant access to your Circle Account and some or all of the Services to other persons at your firm (e.g. your employees) (such persons, “Additional Users”). Such access is subject to Circle’s review and approval, and such Additional Users’ agreement to all of the terms hereof. To the extent that you choose to have Additional Users have access to the Circle Account, you will have to designate those Additional Users and manage their access to your account. By you requesting such access, you and all Additional Users automatically agree to this Agreement.

If Circle determines that you or any of your Additional Users have violated this Agreement, including, but not limited to, transacting with Blocked Addresses (as defined in Section 19) or engaging in Restricted Activities or Prohibited Transactions then Circle may be forced to terminate your Circle Account.

Notwithstanding the foregoing, Circle may determine not to make the 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 Account in Circle’s sole discretion.

Registration Process; Identity Verification

When registering your Circle Account, you must provide current, complete, and accurate information for all required elements on the registration page, including your full legal name and the legal name of your organization. You also agree to provide us, when registering a Circle 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. 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 or desirable 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 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 or review or update existing information regarding your account or your transactions to comply with applicable laws and regulation, and in some cases, payment network or ACH rules. Failure to provide such information, if requested by Circle, in a timely fashion may result in the suspension of your ability to use the Services (until you provide such information) or the closure of your Circle Account.

We reserve the right to maintain your account registration information after you terminate your Circle Account for business and regulatory compliance purposes, subject to applicable laws and regulation.

2. Services

Circle offers the following Services in connection with your Circle Account:

2.1 USDC-related Services. Circle provides USDC-related services, which are described more fully in Section 11 and in the USDC Terms. The USDC Terms are incorporated herein by reference.

2.2 Bridged USDC-related Services. Circle provides Bridged USDC-related services, which are described more fully in Section 11 and in the Bridged USDC Terms. The Bridged USDC Terms are incorporated herein by reference.

2.3 EUROC-related Services. Circle provides EUROC-related services, which are described more fully in Section 11 and in the Euro Coin Terms. The Euro Coin Terms are incorporated herein by reference.

2.4 Wallet Services. Circle provides access to hosted Digital Currency wallet(s) (“Hosted Wallet”). Your Hosted Wallet allows you to store, track, transfer, and manage your balances of Supported Digital Currencies. We store Supported Digital Currency private keys, which are used to process transactions, using industry standard security procedures and controls in a combination of online and offline storage. Based on our use of our security controls, it may be necessary for us to retrieve private keys or related information from offline storage in order to facilitate certain transactions in accordance with your instructions, and you acknowledge that this may delay the initiation or crediting of such transactions.

You own the Digital Currencies held in your Hosted Wallet. For so long as you custody your Digital Currencies in a Hosted Wallet with Circle, Circle maintains control over the private keys associated with the blockchain addresses holding your Digital Currency. While you may generally withdraw your Digital Currency by sending it to an external blockchain address at any time, your ability to do so is subject to outages and downtime of the Circle website and Circle’s policies.

When using the Platform, you will have access to information regarding your balances, type and amount of Supported Digital Currencies in your Hosted Wallet, individual transactions and fees.

2.5 Digital Currency Transfers. When you or a third party sends Digital Currency to a Hosted Wallet from an external wallet not hosted on Circle (“Inbound Transfers”), the person initiating the transfer is solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network or miners’ fees in order for the transaction to be successful. Failure to pay such fees may cause an Inbound Transfer to remain in a pending state outside of Circle’s control and we are not responsible for delays or losses incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions. By initiating an Inbound Transfer, you attest that you are transacting in a Supported Digital Currency which conforms to the particular Hosted Wallet into which funds are directed. For example, if you select an Ethereum wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Ethereum alone, and not any other Digital Currency. Circle incurs no obligation whatsoever with regard to unsupported Digital Currency sent to a Circle Account or incompatible Hosted Wallet. Erroneously transmitted funds will be lost.

You agree, represent, and warrant that all Inbound Transfers are not the direct or indirect proceeds of any criminal or fraudulent activity. We reserve the right to investigate the source of any funds in your account and determine, in our sole discretion, how to handle their disposition. Following our review of any funds in question and the circumstances by which you received them, we may determine that you are not the owner of such funds. If such a determination is made, we reserve the right to dispose of these funds in accordance with applicable laws and regulations and in our sole discretion, which may include, but is not limited to, returning them to the destination of their origin.

When you send Digital Currency from your Hosted Wallet to an external wallet (“Outbound Transfers” and together with Inbound Transfers, “Digital Currency Transfers”), such transfers are executed at your instruction by Circle. You should verify all transaction information prior to submitting instructions to us. Circle shall bear no liability or responsibility in the event you enter an incorrect blockchain destination address. We do not guarantee the identity or value received by a recipient of an Outbound Transfer.

Digital Currency Transfers cannot be reversed once they have been broadcast to the relevant blockchain, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. Circle does not control any blockchain or Digital Currency network and makes no guarantees that a Digital Currency Transfer will be confirmed by a Digital Currency network. Circle may refuse to process or cancel any pending Outbound Transfers as required by law or any court or other authority to which Circle is subject in any jurisdiction. Additionally, Circle may require you to wait some amount of time after completion of a Digital Currency Transfer before permitting you to use further Services and/or before permitting you to engage in transactions beyond certain volume limits.

2.6 Multichain Swapping. USDC is supported on multiple blockchains, including, for example, on Ethereum as an ERC-20 token, on Algorand as an ASA token, on Solana as an SPL token, and on other blockchains as well (each, a “USDC Supported Blockchain”). Additionally, Circle supports Bridged USDC on certain “Layer Two” blockchains or “side chains” (“Supported L2 Networks”). Likewise, EUROC is supported on certain blockchains (“EUROC Supported Blockchains”). With your Circle Account, you can swap USDC from one USDC Supported Blockchain to USDC on a different USDC Supported Blockchain for purposes of facilitating an Outbound Transfer. Additionally, you can deposit Bridged USDC from and withdraw Bridged USDC to a Supported L2 Blockchain via one of the Supported Bridges. A list of USDC Supported Blockchains, Supported L2 Networks, and EUROC Supported Blockchains is available here.

2.7 Treasury Services. Circle (or its affiliates) may also offer treasury services “Treasury Services” under which qualifying Users can apply for certain yield services or products. If you are eligible to participate in the Treasury Services, such products may be offered to you pursuant to the terms of a separate agreement unless otherwise specified. For the avoidance of doubt, such terms will not be set forth in this Agreement. Bridged USDC on all Supported L2 Networks may not be available for use in all Treasury Services.

2.8 Payment Processing Services. Circle may offer various payment processing services to Users. These services may include credit and debit card processing services to Users. Additional terms and conditions apply to such services.

3. Custody

Circle holds all Supported Digital Currencies in your Hosted Wallet for your benefit, as described in further detail below. We maintain a money transmission license (or the statutory equivalent) in various U.S. states and territories, as well as a virtual currency license in the State of New York, and are therefore subject to the requirements of such statutes. We are not a trust company nor do we maintain a trust company charter in any U.S. state or territory. Accordingly, any regulated services we provide to Users located in the United States are characterized as money transmission and/or virtual currency business activity, and not as trust services. Additionally, for the avoidance of doubt, Circle is not a fiduciary, and Circle does not provide any trust or fiduciary services to any User in the course of such User visiting, accessing, or using the Circle website or services.

Any reference to custody services in this Agreement or elsewhere on this site refers only to our custody of digital assets on a User’s behalf pursuant to the authority granted under our money transmission and/or virtual currency licenses. Circle is not a Qualified Custodian pursuant to 17 C.F.R. § 275.206(4)-2.

Additional terms for Users located in Nevada: Circle holds your digital assets pursuant to its authority as a licensed money transmitter in the State of Nevada. Circle is not a “digital custodian” as such term is defined by the Nevada Financial Institutions Division.

4. Asset Ownership

The title to all of your Supported Digital Currency will remain with you at all times. As the beneficial owner of Supported Digital Currency in your Hosted Wallet, you shall solely bear the risk of loss of such Supported Digital Currency. Circle has no liability for any Digital Currency fluctuations in value. Except as may be otherwise agreed in writing between you and Circle, none of the Supported Digital Currencies in your Hosted Wallet are the property of, or shall or may be loaned to, Circle. Except as required by a facially valid court order, or except as provided for herein, Circle will not sell, transfer, loan, or otherwise alienate Supported Digital Currency in your Hosted Wallet unless specifically instructed by you in accordance with the terms of this Agreement.

Notwithstanding the above, in the event of a Circle bankruptcy we make no representations or warranties as to whether all Supported Digital Currencies held in your Hosted Wallet will be successfully returned to you.

5. No Investment Advice

Circle does not provide investment, tax, or legal advice, nor does Circle broker trades on your behalf. You should consult your legal or tax professional regarding your specific situation. Circle may provide educational information about Supported Digital Currency, as well as other Digital Currency not supported by Circle. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided on this website or any third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website's content as such.

6. 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.

7. Communications

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

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 the Services. Where we have provided you with a translation of the English language version of this Agreement or any information related to your Circle Account, you acknowledge and agree that such translation is provided for your convenience only and that the English language version of the Agreement will govern your use of the Services.

8. Security of User Information

You are responsible for maintaining the confidentiality and security of all account names, User IDs, passwords, personal identification numbers (PINs) and other access codes that you use to access the Services. You are responsible for keeping your email address and all other account holder and User information up to date in your Circle 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 Circle Account, the Services, or any other breach of security regarding the Services, your Circle Account or the Platform. We strongly advise you to enable all security features that are available to you (such as, by way of example two-factor authentication); this offers you enhanced protection from possible malicious attacks. 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 recommend 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 Circle Account directly through the Services website or related mobile application, if any, and not by clicking links contained in emails.

9. Account Suspension & Closure

We may, without liability to you or any third party, suspend your Circle Account, consolidate your Circle Accounts if you have more than one, or terminate your Circle Account or suspend your use of one or more of the 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 or for other similar reasons. Circle may also temporarily suspend access to your Circle Account in the event that a technical problem causes system outage or Circle Account errors until the problem is resolved. For the avoidance of doubt, in the event your Circle Account is suspended or closed, you will no longer be able to access any of the Services.

You may terminate this Agreement at any time by closing your Circle Account in accordance with this Agreement. In order to do so, you should contact Circle’s “Support Team” who will assist you in closing your Circle Account. You may not terminate your Circle 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 Supported Digital Currencies out of your Circle Account and/or redeem your USDC for USD or EUROC for euro prior to issuing a request to terminate your Circle Account. We may be unable to terminate your Circle Account at your request if you maintain a balance in your Circle Account. We reserve the right to restrict or refuse to permit redemptions or transfers from your Circle Account if (i) your Circle 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 any of the related Supported Digital Currency were obtained fraudulently.

Upon closure or suspension of your Circle 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 or euro funds otherwise eligible for redemption.

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

10. Fees

Circle may charge fees in connection with the Services. You agree to pay the fees shown to you, if any, or as separately agreed between you and Circle, when you enter into a transaction. Fees are generally disclosed on the Fee Schedule; we may change any of the fees that Circle charges at any time, with or without notice.

The applicable Digital Currency network or Supported Bridge may charge a fee in connection with blockchain transactions. You are responsible for all such fees.

You are responsible for, and agree to pay, all fees that may be charged by your financial institution in connection with sending funds to Circle or receiving funds from Circle. Circle is not responsible for any charges that you incur based on delayed processing of deposits or withdrawals that might result from overdraft fees or otherwise.

11. USDC-Specific Terms, Bridged USDC-Specific Terms and Euro Coin-Specific Terms

To the extent that you utilize your Circle Account for any transaction or service involving USDC, the USDC Terms shall apply to all such transactions and such agreement. To the extent that you utilize your Circle Account for any transaction or service involving Bridged USDC, the Bridged USDC Terms shall apply to all such transactions and such agreement. To the extent that you utilize your Circle Account for any transaction or service involving EUROC, the Euro Coin Terms shall apply to all such transactions and such agreement. Notwithstanding anything to the contrary set forth in this Agreement or otherwise, in the event of a conflict between any term set forth herein and any term set forth in the USDC Terms, Bridged USDC Terms, or Euro Coin Terms (i) in connection with any USDC, Bridged USDC or EUROC transaction, the terms of the USDC Terms, Bridged USDC Terms, or Euro Coin Terms (as applicable) shall control, and (ii) in respect of any other Digital Currency transaction, the terms of this Agreement shall control.

If you choose to use Circle's "USDC Express" service as part of the Services, incoming financial institution fiat wires will transiently settle as USDC in your Circle Account, and the corresponding USDC amount will subsequently be sent from your Circle Account to the external wallet address of your choice. If you choose to use Circle's "EUROC Express" service as part of the Services, incoming financial institution fiat wires will transiently settle as EUROC in your Circle Account, and the corresponding EUROC amount will subsequently be sent from your Circle Account to the external wallet address of your choice. Additionally, you may choose to have incoming fiat wires settle as USDC in your Circle Account and be bridged to a Supported L2 Network and withdrawn as Bridged USDC to the external wallet address of your choice. Similarly, you may configure a Circle-hosted deposit address that, when utilized for the receipt of external USDC or EUROC funds, can automatically initiate a fiat wire to an account of your choice at your financial institution. Likewise, Bridged USDC sent from your Circle Account to another Circle-hosted deposit address can automatically initiate a bridging of such Bridged USDC to Native Ethereum USDC and automatically initiate a fiat wire to an account of your choice at your financial institution.

12. Forks, Advanced Protocols, Other Digital Currencies & Supplemental Protocols Not Supported; Bridging

Forks

As a result of the decentralized and open-source nature of Digital Currencies it is possible that sudden, unexpected or controversial changes (“forks”) can be made to any Digital Currency that can change the usability, functions, value or even name of a given Digital Currency. It is also possible that such forks result in multiple versions of a Digital Currency, each with its own value, and therefore may reduce the value of the original “unforked” version of a Digital Currency.

Circle is under no obligation to support a fork of a Supported Digital Currency that you hold in your Circle Account, whether or not such forked Supported Digital Currency holds value at or following such fork. If Circle elects, in its sole discretion, to support a fork of a Supported Digital Currency it will make a public announcement through its website and/or by notifying customers via email, and shall bear no liability for any real or potential losses that may result based on the decision to support such fork or the timing of implementation of support. If Circle, in its sole discretion, does not elect to support a fork of a given Supported Digital Currency, Circle assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported fork of a Supported Digital Currency.

Unless otherwise specified in this Agreement, Circle Accounts also do not support any other digital currencies, tokens, coins or forked protocols (collectively, “Other Digital Currencies”) whether or not they are created as a result of a fork of a Supported Digital Currency, are independently created or otherwise, and regardless of whether or not such Other Digital Currencies hold any value. Holding Supported Digital Currency in your Circle Account does not entitle you to any additional tokens or value associated with Other Digital Currencies that may result from your ownership of such Supported Digital Currency, regardless of whether you would be entitled to such additional tokens or value had you held such Supported Digital Currency outside of Circle.

Note that in the event of a fork of a Supported Digital Currency, Circle may be forced to suspend all activities relating to such Supported Digital Currency (including both buying and selling) 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 a given Supported Digital Currency, potentially with little to no warning, and during this period of Downtime you will not be able to buy or sell the Digital Currency subject to such fork.

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Certain Protocols

As noted in Section 2, your Circle Account only supports Supported Digital Currencies. Unless an asset is a Supported Digital Currency, you will not be able to properly hold or transact in it. Assets that are Supported Digital Currencies specifically exclude all other protocols and/or functionality which supplement or interact with Digital Currencies that we support. This exclusion includes but is not limited to: metacoins, colored coins, side chains (unless such sidechain is a Supported L2 Network), or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a Supported Digital Currency.

Do not use your Circle Account to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such protocol as Circle is not configured to detect, secure, or process these transactions and functionality. Any attempted transactions in such items will result in loss of the item and you acknowledge and agree that Circle has no liability with respect to any losses that you incur or suffer related to transacting or attempting to transact in any Digital Currency that is not a Supported Digital Currency or any related supplemental functionality or protocol.

Circle neither owns nor controls the underlying software protocols that govern the operation of Supported Digital Currencies other than USDC or EUROC, which is described more fully in the USDC Terms and Euro Coin Terms. Such underlying protocols are generally open source, meaning that anyone can use, modify, copy, and distribute them. You acknowledge and agree that Circle is not responsible for the operation of any such protocols. Circle does not control them, and as such, cannot guarantee their functionality or the security or other features of their related network operations.

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Bridged USDC

As described in the Bridged USDC Terms, Circle may facilitate your ability to use the Supported L2 Networks and Supported Bridges to deposit Bridged USDC to your Circle Account and/or withdraw Bridged USDC to an external address on a Supported L2 Network. The risks associated with Bridged USDC are outlined in the Bridged USDC Terms.

13. Mobile Services

To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain mobile applications may be prohibited or restricted by your carrier, and not all Services may work with all carriers or devices. By using mobile 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 (“Mobile Messaging”) and that certain information about your usage of the 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.

You may receive messages related to the Services or your Circle Account via Mobile Messaging. Message and data rates may apply. Reply STOP to any such Mobile Message to Cancel and unsubscribe. For help, please contact Circle’s Support Team.

You hereby confirm that with respect to any mobile phone number provided, you own the account corresponding to that mobile phone number or otherwise have the account holder’s permissions to use this service. By registering a mobile phone number you are agreeing to the specific terms set forth in this Section 13.

14. No Deposit Insurance

Supported Digital Currencies and fiat, if any, held in your Circle 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.

15. Transaction Limits

Circle reserves the right to change the deposit, withdrawal, storage, transfer, and velocity limits on your Circle Account as we deem necessary. We may establish individual or aggregate transaction limits on the size or number of deposits, withdrawals, transfers or other transactions that you initiate using your Circle Account during any specified time period.

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

Subject to Section 17 of the USDC Terms, Section 16 of the Bridged USDC Terms, and Section 17 of the Euro Coin Terms (as applicable), we reserve the right to change, suspend, or discontinue any aspect of the Services or the Platform at any time, including hours of operation or availability of any feature, without notice and without liability. We may, in our sole discretion, delay any transaction if we believe that such transaction is suspicious, may involve fraud or misconduct, violates applicable laws or payment network or ACH rules, or violates any term of this Agreement.

17. Insufficient Funds

If you have insufficient funds in your Circle Account to complete a transaction, such transaction will not be completed.

18. Refunds; Reversals

Once a transaction has been initiated (including, but not limited to, a Digital Currency Transfer), it cannot be reversed or refunded, except as set forth in this Agreement. You may have additional refund or chargeback rights under your agreement with the recipient of such funds, your financial institution, or applicable law. You should periodically review statements from your financial institution and any other service that you use to transact Digital Currency, which should reflect all applicable transactions made using the related transaction method. You can also access the record of transactions in your Circle Account by logging into your Circle Account.

19. Blocked Addresses & Forfeited Assets

Circle reserves the right to “block” certain Digital Currency addresses and, if such addresses are Circle-custodied addresses, freeze associated Digital Currency (temporarily or permanently) that it determines, in its sole discretion, are associated with illegal activity or activity that otherwise violates the terms of this Agreement (“Blocked Addresses”). In the event that you send Digital Currency to a Blocked Address, or receive Digital Currency from a Blocked Address, Circle may freeze such Digital Currency and take steps to terminate your Circle 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 Supported Digital Currency. Circle may also be forced to freeze and potentially surrender Supported Digital Currency in the event it receives a legal order from a valid government authority requiring it to do so.

20. Restricted Activities and Prohibited Transactions

In connection with your use of the 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 Circle Accounts, the Circle website, or any related networks or systems;

h) use the 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 (a) – (k) activities, “Restricted Activities”).

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In addition, using the Services for transactions related to the following is prohibited, and Circle reserves the right to monitor for transactions that relate to:

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‍a) any Restricted Persons or persons or entities located in Restricted Territories (as each term is defined in Section 35);

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 possession of and transactions involving such controlled substances are authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place, and provided any such transactions comply with all applicable law;

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 such activities are authorized by the jurisdiction in which the User is based as well as by the jurisdiction in which the transaction takes place, and provided any such activities comply with all applicable law;

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 financial institution or payment partners

(such (a) – (o) transactions, “Prohibited Transactions”).

In the event that Circle learns you are making or attempting any Restricted Activities or Prohibited Transactions, Circle will consider it to be a violation of this Agreement and may suspend or terminate your Circle Account.

21. Taxes

Circle will maintain a record of your transaction history, which you will be able to access through your Circle 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. 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.

22. Indemnification; Release

For the purpose of this Section 22, 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 22 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).

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

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

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

Circle will make reasonable efforts to ensure that requests for Circle Account transactions are processed in a timely manner, but Circle makes no representations or warranties regarding the amount of time needed to complete processing because the 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 gives you specific legal rights and you may also have other legal rights that vary from state to state.

24. Unauthorized and Incorrect Transactions

When any transaction occurs using your credentials (including, but not limited to, Digital Currency Transfers), we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible by email at customer-support@circle.com. It is important that you regularly check your Circle Account balances and your transaction history regularly to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this Section.

Unauthorized and Incorrect Supported Digital Currency Transactions

If an Unauthorized Supported Digital Currency Transaction (as defined below) or Error (as defined below) occurs through your Circle Account, and you follow the procedures set forth in this Section 24, Circle will reimburse you for the amount of any eligible Unauthorized Supported Digital Currency Transaction and any losses resulting from an Error, subject to the limitations set forth in this Section 24.

What Constitutes an Unauthorized Supported Digital Currency Transaction or Error?

For purposes of this Section 24, “Unauthorized Supported Digital Currency Transaction” means any transaction that was initiated from your Circle Account without your authorization and that does not benefit you.

For purposes of this Section 24, an “Error” means one of the following: (i) if your bank account is charged for an issuance of USDC or EUROC, Circle receives the funds, but the corresponding USDC or EUROC does not show up in your Circle Account, (ii) if you complete a redemption from USDC or EUROC and the funds are not properly delivered by Circle to your bank account, (iii) you transfer a Supported Digital Currency from your Circle Account to an external address and we debit your Circle Account for a Supported Digital Currency amount in excess of the sent amount, (iv) if you receive a Supported Digital Currency to your Circle Account and we do not add the proper amount to your Circle Account, (v) if the transaction records in your Circle Account do not accurately reflect your transactions, or (vi) there is some other material mathematical or computational error by Circle in calculating issuance or redemption amounts.

Notifying Circle of an Unauthorized Supported Digital Currency Transaction or Error

You should notify us immediately if you believe that (i) an Unauthorized Supported Digital Currency 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 Supported Digital Currency Transactions or Errors to be covered by Circle, you must notify us within sixty (60) days of such Unauthorized Supported Digital Currency 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 24.

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Notification Process

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The fastest and most efficient way to notify us of an Unauthorized Supported Digital Currency Transaction or Error is to contact Circle’s Support Team via email at usdcsupport@circle.com. You can also notify us by sending a letter via the U.S. Postal Service to Circle Internet Financial, LLC, PO Box 52235, Boston, MA 02205.

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

Note that in connection with investigating and/or resolving any Unauthorized Supported Digital Currency Transaction or Error, we may need to request further information from you regarding the circumstances of the Unauthorized Supported Digital Currency 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 24.

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Steps Circle Will Take Following Notification

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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 Supported Digital Currency 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 Circle Account is new (meaning your Circle 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 Circle Account with the amount of such Unauthorized Supported Digital Currency 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 Supported Digital Currency Transaction or Error is valid and eligible, we will credit your Circle Account for the amount of the Unauthorized Supported Digital Currency Transaction or Error, subject to the limitations set forth below. If we have already provisionally credited your Circle Account and determine that your claim of an Unauthorized Supported Digital Currency Transaction or Error is valid and eligible, you will be allowed to keep such provisional credit. If we have already provisionally credited your Circle Account and determine that your claim of an Unauthorized Supported Digital Currency Transaction or Error is not valid and/or eligible, the amount provisionally credited will be debited from your Circle 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.

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Errors We Discover

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If we discover an Error on our own that results in you receiving less than the amount of US Dollar or euro funds (as applicable) to which you are entitled, we will rectify it by crediting your Circle Account with USDC or EUROC (as applicable) 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 Circle Account with USDC or EUROC (as applicable) corresponding to the difference.

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Your Liability for Unauthorized Supported Digital Currency Transactions

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Your liability for Unauthorized Supported Digital Currency 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 Circle 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 Circle Account or login credentials, and we can prove we could have stopped someone from using your Circle Account without your permission if you had told us, you could lose as much as $500.

25. Right to Set Off

Circle may and is authorized, without prior notice and both before and after demand, to set off the whole or any part of your liabilities or other amounts payable to Circle, including but not limited to fees, whether such amounts are present or future, actual or contingent, or liquidated or unliquidated, against any sums held by Circle and owed to you, whether under this Agreement or any other agreement between Circle and you.

For the purpose of exercising its rights under this Section 25: (i) Circle is entitled to convert and/or exchange any Supported Digital Currency owned by you and held by Circle, and is authorized to effect any such conversions at the then prevailing exchange rate; and (ii) if your liability is contingent and/or unliquidated, then Circle may set off the amount it estimates in good faith will be the liquidated amount.

26. Arbitration

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 36 without the posting of a bond), any dispute between you and Circle related in any way to, or arising in any way from, our Services or this Agreement (“Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (available from JAMS on its website at www.jams.com), as modified by this Agreement, or in accordance with rules on which we may mutually agree in writing; provided, however, that to the extent a Dispute is within the scope of a small claims court’s jurisdiction, either you or Circle may commence an action in small claims court, in the county of your most recent physical address, to resolve the Dispute.

Any arbitration will be conducted by a single, neutral arbitrator and shall take place in the US county of your most recent physical address or, if there is no such US county, in Suffolk County, Massachusetts, USA. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction. An arbitral decision is subject to very limited review by a court. 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 26. We each agree that the FAA, and not state law, shall govern whether a Dispute is subject to arbitration.

27. 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 Services after the initial posting of the revised 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 Services and close your Circle 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 (a) to comply with applicable laws and/or regulations, (b) to comply with a payment network or ACH rule, or (c) as otherwise required by one of our regulators, (iii) relates to a new product or service made available to you, or (iv) to otherwise clarify an existing term.

28. Assignment

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 (it being understood and agreed that this Section 28 shall not prohibit you from sending any Supported Digital Currency from your Circle Account in accordance with the terms hereof). 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 Services and terminate this Agreement by contacting Circle’s Support Team and asking us to close your Circle Account.

29. Change of Control

In the event that Circle is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

30. Survival; Force Majeure

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

Circle shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, pandemics, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.

31. Third Party Applications

If you grant express permission to a third party to connect to your Circle 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.

32. 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.

33. 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 Services solely for approved purposes as determined by Circle. Any other use of the Services or the Platform is expressly prohibited. Circle and its licensors reserve all rights in the Services and you agree that this Agreement does not grant you any rights in or licenses to the 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 Services or the Platform, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the Services and your Circle Account may be terminated pursuant to this Agreement. "Circle.com", "Circle", and all logos related to the 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 Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Circle and its licensors.

34. Unclaimed Property

If Circle is holding assets in your Circle Account, and Circle is unable to contact you and has no record of your use of the Services for several years, applicable law may require Circle to report these 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.

35. Applicable Law; Legal Compliance

Your use of the 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 Circle Account and using the 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 35, where applicable). For the avoidance of doubt, continued use of your Circle 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. Circle’s 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 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.

You agree, represent, and warrant that all funds in your Circle Account, or funds deposited by you with Circle in the future, are not the direct or indirect proceeds of any criminal or fraudulent activity.

The Services are subject to economic sanctions programs administered in the countries where we conduct business, including but not limited to those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), pursuant to which we are prohibited from providing services or entering into relationships with certain individuals and institutions. By using the Services, you represent that your actions are not in violation of such sanctions programs. Without limiting the foregoing, you may not use the Services if (i) you are a resident, national or agent of a jurisdiction subject to comprehensive sanctions by OFAC (“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.

In the event that we are required to block funds associated with your account in accordance with a sanctions program, or other similar government sanctions programs, we may: (i) suspend your account; (ii) terminate your account; (iii) return funds to the destination of their origin or to an account specified by authorities; or (iv) require you withdraw funds from your account within a certain period of time, in accordance with Section 19. In certain cases, taking one or more of these actions may result in a forfeiture of some or all of your assets held with Circle. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law and regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

This paragraph applies only if your country of residence is the United States. Please 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 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.

36. Governing Law; Venue

The laws of the State of Delaware and applicable United States federal law, including the Federal Arbitration Action as specified herein, shall govern this Agreement. Except for those disputes that shall be resolved in arbitration or in small claims court, each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Boston, Massachusetts, provided that any claims or disputes shall be subject to the arbitration provisions set forth in Section 26. 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.

37. 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 27. 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 any additional agreement incorporated by reference herein; Circle’s policies governing the Services referenced herein (including, without limitation, those set forth in the USDC Terms, Bridged USDC Terms, and Euro Coin Terms); the Circle Privacy Policy; the Cookie Policy; and the E-Sign Consent Policy constitute the entire agreement between you and Circle with respect to the use of the 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.

38. User Support

Please visit Circle Support here or contact Circle’s Support Team at customer-support@circle.com to report any violations of this Agreement or to ask any questions regarding this Agreement or the Services.

39. State-Specific Disclosures

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Alaska

Formal complaint forms may be submitted via:

Fax: 907-465-1230

Email: msb_licensing@alaska.gov

Mail: Division of Banking & Securities PO Box 110807

Juneau, AK 99811-0807

Arkansas

If you have a complaint, please first contact Circle Support by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

After first contacting Circle, if you still have an unresolved complaint regarding the company's money transmission activity, please direct your complaint to:

Arkansas Securities Department

#1 Commerce Way, Suite 402

Little Rock, Arkansas 72202

Phone Number: 1-501-324-926

California

Department of Financial Protection and Innovation

Attn: Consumer Services Office

2101 Arena Blvd

Sacramento, CA 95834

Colorado

Colorado Division of Banking

1560 Broadway, Suite 975

Denver, Colorado 80202

email: DORA_BankingWebsite@state.co.us

website: www.dora.colorado.gov/dob

Section 12-52-116, C.R.S. requires that money transmitters and money order companies post this notice in a conspicuous, well-lighted location visible to customers.

Florida

If you have a complaint, please first contact Circle Support by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

For complaints directly to the Florida Office of Financial Regulation, please send correspondence to:

Florida Office of Financial Regulation

Division of Finance

200 E. Gaines Street

Tallahassee, FL 32399-0376

Toll-Free Number: 1-800-848-3792

NOTICE: By the Florida Office of Financial Regulation

By granting Circle a license, the Florida Office of Financial Regulation is not endorsing the use of digital or virtual currencies.

U.S. currency is legal tender backed by the U.S. government.

Digital and virtual currencies are not issued or backed by the U.S. government, or related in any way to U.S. currency, and have fewer regulatory protections.

The value of digital and virtual currencies is derived from supply and demand in the global marketplace which can rise or fall independently of any fiat (government) currency.

Holding digital and virtual currencies carries exchange rate and other types of risk.

Illinois

If you have a complaint, please first contact Circle Support by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

For complaints directly to the Illinois Division of Financial Institutions, please send correspondence to:

Illinois Division of Financial Institutions

320 West Washington Street, 3rd Floor

Springfield, IL 62786

Toll-Free Number: 1-888-473-4858

Kentucky

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Louisiana

Maryland

500 North Calvert Street, Suite 402

Baltimore, MD 2120

Toll-Free Number: 1-888-784-0136

Verification of the licensing status of Circle Internet Financial, LLC may be obtained at https://nmlsconsumeraccess.org/EntityDetails.aspx/COMPANY/1201441.

Minnesota

Some common scams perpetuated through virtual currency exchanges are as follows:

Multi-level marketing platforms: Companies lure investors through the promise of high interest with low risk. These investors are then incentivized to recruit more members.

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New York

Circle is licensed and regulated as a Money Transmitter and to conduct business involving virtual currency by the New York Department of Financial Services.

If you have a complaint, please first contact Circle Support by contacting its phone number, (857) 263-3784, or by visiting the Circle Support Portal here: https://www.circle.com/en/support-portal.

After first contacting Circle, if you still have an unresolved complaint regarding the company's money transmission activity, please direct your complaint to:

Consumer Assistance Unit

NYS Department of Financial Services

One Commerce Plaza

Albany, NY 12257

Toll-Free Number: 1-877-226-5697

http://www.dfs.ny.gov/consumer/fileacomplaint.htm

Please note the following disclosures associated with virtual currency: