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.
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.
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”).
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:
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
You agree to indemnify and hold Circle, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, your violation of any law or regulation or your use of the Services.
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).
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.
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.
Notification Process
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.
Steps Circle Will Take Following Notification
Once you have provided us with proper notification (including delivering all of the information set forth in the subsection above and responding to any requests for further information), we will investigate the potential Unauthorized 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.
Errors We Discover
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.
Your Liability for Unauthorized Supported Digital Currency Transactions
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
Note that while Circle is licensed in many states as a money transmitter, not all states in which we are licensed regulate virtual currency activity as money transmission. Additionally, certain of these states have required specific disclosures of this fact, which can be found below and/or on the Licenses page found at: https://www.circle.com/en/legal/licenses. Note that this Section 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.
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.
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 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
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
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.
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.
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
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.
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.
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.
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:
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.
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:
Additionally, the following further disclosures are applicable to Circle’s virtual currency customers:
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.
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
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).
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
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.
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.
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.
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:
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.
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.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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”).
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
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
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.
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.
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
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.
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.
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.
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:
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:
Additionally, the following further disclosures are applicable to Circle’s virtual currency customers:
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.
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
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).
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
To the extent that you (“you,” “your,” or “User”) have a Circle Account, these Euro Coin 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 EUROC 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 EUROC (as defined below), these Terms still apply to your holding and use of EUROC (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 EUROC, 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 EUROC, or using any of the EUROC 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.
EUROC 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 “EUROC Supported Blockchains”, and each such digital token, “EUROC” or “Euro Coin”). EUROC 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 EUROC issued by Circle.
EUROC is fully backed by an equivalent amount of euro-denominated assets held by Circle with 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 EUROC issued by Circle and remaining in circulation, Circle will hold on behalf of Users either one euro (“EURO”) or an equivalent amount of euro-denominated assets in its Segregated Accounts (the “EUROC Reserves”). EUROC is not designed to intrinsically create returns for holders, increase in value, or otherwise accrue financial benefit to the EUROC holder.
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 EUROC-related Services (as defined in the Circle Account User Agreement): (i) issue EUROC from euro from Circle, (ii) redeem EUROC for euro from Circle, and (iii) send and receive EUROC to and/or from Circle Accounts (collectively, the “EUROC Services”). Your use of the EUROC Services is subject to these Terms. Any of the EUROC Services can be discontinued at any time in accordance with Section 17 of these EUROC Terms.
You understand and agree that you may only tokenize euro to EUROC and redeem EUROC for euro 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 “EUROC Express” service as part of the EUROC Services, incoming financial institution fiat wires can be automatically settled as EUROC in your Circle Account, and EUROC 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 EUROC 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 EUROC and EUROC 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 euro tokenized for EUROC. For a description of the process for tokenizing euro to EUROC and redeeming EUROC for euro, please see here.
You understand and agree that sending EUROC to another address automatically transfers and assigns to the owner of that address (a “Holder”), and any subsequent Holder, the right to redeem EUROC for euro 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 EUROC with Circle.
Each EUROC is intended to maintain a value of 1 euro. In order to issue 1 EUROC, a corresponding 1 euro (or an equivalent amount of euro-denominated assets) is held in the EUROC Reserves. Circle commits to redeem 1 EUROC for 1 euro, subject to these Terms, applicable law, and any fees where applicable. While Circle may hold the EUROC 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. EUROC does not itself generate any interest or return for holders of EUROC and only represents your right to redeem EUROC for an equivalent amount of euro through your account with Circle.
Your holding and use of EUROC, and any use of the EUROC 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 EUROC using EUROC Services. A Restricted Person means any person that is the subject or target of any sanctions, including a person that is:
The following applies to both User Type A and User Type B: Circle Accounts, EUROC Services and support for EUROC 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 EUROC, or accessing or using the EUROC Services, you further represent and warrant that:
a) you are at least 18 years old, are not a Restricted Person, and are not holding EUROC on behalf of a Restricted Person.
b) you will not be using EUROC or the EUROC 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 euro funds otherwise eligible for redemption.
Notwithstanding the foregoing, Circle may determine not to make EUROC or the EUROC 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 EUROC Services in a Circle Account may have further eligibility requirements that will need to be verified prior to you using such EUROC Services, or from time to time in order to continue your use of the EUROC Services, and may be subject to additional terms and conditions.
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 EUROC Services, as applicable.
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 EUROC 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.
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 EUROC.
The following only applies to User Type A: Your Circle Account supports sending and receiving EUROC. Subject to the terms of the Circle Account User Agreement, if you attempt to send any other virtual currency, token, digital currency, or similar digital assets other than EUROC or Supported Digital Currencies (as defined in the Circle Account User Agreement) (“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 EUROC from your Circle Account to a wallet or address that does not support EUROC, your EUROC 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 EUROC from your Circle Account to a wallet or address that does not support EUROC.
The following applies to both User Type A and User Type B: As a result of the decentralized and open source nature of EUROC it is possible that a party unaffiliated with Circle could create an alternative, equivalent version of EUROC either on one of the EUROC Supported Blockchains or on an unsupported blockchain (a “copy”) that operate independently from EUROC. 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 EUROC into its design (a “wrapper”). Circle supports only EUROC and is under no obligation to support any copies of EUROC or wrappers and assumes no responsibility for any value that might be lost as a result of this lack of support of copies of EUROC.
As a result of the decentralized and open source nature of the blockchains on which EUROC 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 EUROC Supported Blockchains, Circle may be forced to suspend all activities relating to EUROC (including tokenizing euro for EUROC, redeeming EUROC for euro, or sending and receiving EUROC) 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 EUROC. In the event of a fork of one of the EUROC Supported Blockchains, Circle shall, in its sole discretion, determine which fork it will support, if any.
EUROC operates on EUROC 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 EUROC Supported Blockchain. Any such attacks or delays on any EUROC Supported Blockchain might materially delay or prevent you from sending or receiving EUROC, 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 EUROC Supported Blockchain or the identification of a security issue with a EUROC Supported Blockchain, Circle may be forced to suspend all activities relating to EUROC (including tokenizing euro for EUROC, redeeming EUROC for euro, or sending and receiving EUROC) for an extended period of time until such Downtime is over and EUROC Services can be restored. This Downtime will likely occur immediately upon a copy or fork of any EUROC Supported Blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving EUROC.
Circle reserves the right to migrate EUROC 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 EUROC to another blockchain or protocol identified by Circle. If you fail to effectuate such migration, the EUROC 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 EUROC to another blockchain or protocol identified by Circle.
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.
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 EUROC and your use of EUROC 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 EUROC, and the EUROC Services, as applicable.
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 EUROC Services solely for approved purposes as determined by Circle. Any other use of the EUROC Services is expressly prohibited. Circle and its licensors reserve all rights in the EUROC Services and you agree that these Terms does not grant you any rights in or licenses to the EUROC 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 EUROC Services, in whole or in part. If you violate any portion of these Terms, your permission to access and use the EUROC Services may be terminated pursuant to these Terms.
"Circle.com", "Circle", and all logos related to the EUROC 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 EUROC Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Circle and its licensors.
The following list of risks associated with EUROC and the EUROC 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 euro for EUROC it will always do so at a rate of one euro (€1) per one (1) EUROC; and (ii) when Circle redeems EUROC for euro, it will always redeem such EUROC at a rate of one euro (€1) per one (1) EUROC, less fees where applicable.
Circle does not guarantee that the value of one (1) EUROC will always equal 1 euro (€1) on other platforms. Due to a variety of factors outside of Circle’s control, the value of EUROC on third-party platforms such as cryptocurrency exchange platforms could fluctuate above or below 1 euro (€1). Although a EUROC is always redeemable for €1, less applicable fees (if any), Circle cannot control how third parties quote or value EUROC, and Circle is not responsible for any losses or other issues that may result from fluctuations in the value of EUROC.
Third-party platforms
EUROC is based on open source software and runs on EUROC Supported Blockchains. This means that third parties can elect to support EUROC on their platforms without any authorization or approval by Circle or anyone else. As a result, EUROC 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 EUROC on non-Circle platforms.
You accept all consequences of sending EUROC. EUROC transactions are not reversible. Once you send EUROC to an address, you accept the risk that you may lose access to, and any claim on, that EUROC 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 EUROC, or (iv) an address belongs to an entity that may return the EUROC 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 EUROC balances for Users, including any form of security interests claimed thereon.
Blocked Addresses & Forfeited Funds
Circle reserves the right to “block” certain EUROC addresses and, if such addresses are Circle custodied addresses, freeze associated EUROC (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 EUROC to a Blocked Address, or receive EUROC from a Blocked Address, Circle may freeze such EUROC and take steps to terminate your EUROC 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 EUROC, including the ability to redeem EUROC for euro. Circle may also be required to freeze EUROC and/or surrender associated euro held in Segregated Accounts in the event it receives a legal order from a valid government authority requiring it to do so.
Blacklisting by Circle
EUROC is issued and redeemed by Circle and is subject to the Circle Euro Coin Access Denial 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 EUROC Services. You understand that the EUROC Services may experience operational issues that lead to delays, including delays in redeeming EUROC. 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 EUROC or the EUROC Services, including any accurate reporting of the tax or legal status of EUROC in your jurisdiction.
Legal treatment of EUROC transfers
The regulatory status of EUROC 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 EUROC, blockchain technology and its applications. Accordingly, it is not possible to determine whether a EUROC 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 euro into EUROC, and the use, transfer, redemption and/or value of EUROC.
No deposit insurance
EUROC 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 EUROC directly with Circle. For Users Type A, your ability to redeem 1 euro with us for each EUROC is conditional on (i) your possession of a corresponding amount of EUROC 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 EUROC to another address automatically transfers and assigns to that Holder, and any subsequent Holder, the right to redeem EUROC for euro 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 EUROC addresses before your receipt of EUROC from another EUROC address, it is possible that the transfer of EUROC between EUROC addresses could result in the EUROC in your account becoming subject to a lien or other form of security interest before redemption.
On-chain transactions irreversible
When EUROC is sent to a third-party EUROC address, such transaction is completed on EUROC 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 EUROC to an incorrect or unintended EUROC 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 EUROC. 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 EUROC, or otherwise supporting the use or adoption of EUROC. This activity may involve selling EUROC 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.
You understand and agree that Circle does not control any products or services sold or offered by third parties using the EUROC 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 EUROC Services. If you are not satisfied with any goods or services purchased from a third party using the EUROC Services, you must handle those issues directly with the third-party seller.
The following only applies to User Type A: Except as disclosed on the EUROC 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 euro for EUROC, or receiving EUROC. As disclosed on the EUROC Fee Schedule, Circle does charge fees in connection with sending EUROC on chain out of the Circle Account. You should always check the EUROC 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.
The following only applies to User Type A: All tokenizations of euro will be credited in EUROC to your Circle Account based on a rate of one (1) EUROC per 1 euro (€1). If you wire funds to Circle to complete a tokenization of euro into EUROC, you should denominate your wire transfer in euro. If you transmit your wire in a currency other than euro, Circle’s banking partners will convert such funds to euro 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 EUROC equal to the amount of euro 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-euro currencies, and may be forced to reject or return a wire received in a non-supported currency. Note that your Circle Account only supports EUROC amounts out to two decimal places, so all EUROC amounts will be rounded down to two decimal places.
The following only applies to User Type A: We reserve the right to (i) change, suspend, or discontinue any aspect of the EUROC 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 EUROC 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 EUROC 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.
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 EUROC 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.
The following only applies to User Type A: If a payment made to tokenize euro for EUROC is reversed by your bank or Circle’s banking partners after a tokenization of euro for EUROC is completed, then Circle reserves the right to (i) retroactively cancel such tokenization of euro for EUROC and deduct such EUROC from your Circle Account, (ii) deduct such amounts from future EUROC issuances to your Circle Account or otherwise received into your Circle Account, (iii) suspend your Circle Account and access to the EUROC Services until resolved, (iv) if you maintain more than one Circle Account, set off the negative amount of EUROC in one Circle Account by applying the amount of EUROC 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 EUROC from your account, including any non-EUROC 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, currency conversion 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.
In connection with your holding or use of EUROC, or the EUROC 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 EUROC 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”).
Using EUROC or the EUROC 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 euro funds otherwise eligible for redemption.
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 euro for EUROC, redeeming EUROC for euro, and transferring EUROC.
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 EUROC 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 EUROC.
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.
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 EUROC 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 EUROC; (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 EUROC; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER INVOLVING EUROC.
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 EUROC, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE HOLDING AND USE OF EUROC.
EUROC 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 EUROC WILL MEET YOUR REQUIREMENTS, (II) THE EUROC 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 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.
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 EUROC or the EUROC 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 EUROC 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.
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 EUROC to an address will automatically transfer and assign to that Holder, and any subsequent Holder, the right to redeem EUROC for euro 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 EUROC; further if you are a User Type A, you may also stop using our EUROC Services, and terminate these Terms by contacting Support at customer-support@circle.com and asking us to close your Circle Account.
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.
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.
The EUROC and EUROC Services are subject to AML and CTF provisions, including Sanctions. By holding or using EUROC, or using the EUROC Services, you represent and warrant that your actions are not in violation of Sanctions. Without limiting the foregoing, you may not hold or use EUROC, or use the EUROC Services if you are a Restricted Person or intend to transact with or on behalf of any Restricted Persons.
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.
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 EUROC, the use of the EUROC 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 EUROC, and the use of the EUROC 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 EUROC 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.
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.
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.
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
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
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.
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.
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
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.
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.
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.
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:
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.
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:
Additionally, the following further disclosures are applicable to Circle’s virtual currency customers:
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.
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
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).
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
To the extent that you (“you,” “your,” or “User”) have a Circle Account, these Bridged 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 the Bridged USDC Service (as defined in Section 2 below).
By using the Bridged USDC Service, 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.
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 Bridged USDC transaction, the terms of these Terms shall control, and (ii) in respect of any other Digital Currency or USDC transaction, the terms of the Circle Account User Agreement (in the case of any other Digital Currency Transaction) or USDC Terms (in the case of any USDC transaction) shall control. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Circle Account User Agreement.
Section 24 of these Terms governs how these Terms may be changed over time; the date of the last update is set forth at the top of these Terms.
1. About Bridged USDC
USDC is a digital token issued by Circle Internet Financial, LLC (“Circle”) that operates on each of the blockchains listed here (other than the Supported L2 Networks (as defined below))(collectively, as of any date of determination, the “USDC Supported Blockchains”, and each such digital token, “USDC” or “USD Coin”). USDC is governed by the USDC Terms and not these Terms.
Bridged USDC is not USDC.
Bridged USDC is made up of the tokens listed here and operates on the layer two blockchains or sidechains (“Supported L2 Networks”) listed here. Bridged USDC utilizes certain open source bridges (the “Supported Bridges'') that permit users to: (i) lock USDC on the Ethereum Network (“Native Ethereum USDC”) in an open source smart contract and (ii) mint a corresponding Bridged USDC on the relevant Supported L2 Network.
While Circle participated in the creation of USDC and is an issuer of USDC, Circle does not issue or redeem Bridged USDC. Bridged USDC is not backed by US dollars or any of Circle’s USDC-related reserves. Instead, Bridged USDC can only be unbridged to Native Ethereum USDC. Circle does not own or control the Supported L2 Networks or the Supported Bridges, and did not create Bridged USDC. Unbridging of Bridged USDC to Native Ethereum USDC is subject to the availability of the Supported L2 Networks and the Supported Bridges.
Circle does not endorse any particular Supported L2 Network, Supported Bridge, or type of Bridged USDC.
2. Scope of Bridged USDC and Key Terms
As you have agreed to, and are subject to, the Circle Account User Agreement, Circle makes available the following Bridged USDC-related Service (as defined in the Circle Account User Agreement): (i) minting of Native Ethereum USDC, which Circle will bridge to Bridged USDC using the Supported Bridges on your behalf prior to withdrawal; and (ii) acceptance of Bridged USDC deposits, which Circle will unbridge to Native Ethereum USDC on your behalf using the Supported Bridges and, if desired, redeem such Native Ethereum USDC for USD (collectively, the “Bridged USDC Service”). Your use of the Bridged USDC Service is subject to these Terms. Any of the Bridged USDC Service can be discontinued at any time in accordance with Section 16 of these Terms.
If you choose to use Circle’s “USDC Express” service as part of the Bridged USDC Service, 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 then US dollars and a fiat wire to the recipient’s financial institution fiat account.
You understand and agree that sending Bridged USDC to another address automatically transfers and assigns to the owner of that address (a “Holder”), and any subsequent Holder, the related Bridged USDC.
As discussed in more detail below, Circle’s offering of the Bridged USDC Service is offered on an “as-is” and “as-available” basis. Circle does not own or control the Supported L2 Networks or Supported Bridges. From time-to-time, the Supported L2 Networks and/or Supported Bridges may be unavailable, inaccessible, down or suffering from an outage or hack, and the Bridged USDC Service may not be available during such time.
3. Applicable Laws and Regulations
Your holding and use of Bridged USDC, and any use of the Bridged USDC Service, 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 Bridged USDC and using the Bridged USDC Service. A Restricted Person means any person that is the subject or target of any sanctions, including a person that is:
4. Eligibility; Limitations
Circle Accounts, the Bridged USDC Service, and support for Bridged 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 using the Bridged USDC Service, you further represent and warrant that:
a) you are at least 18 years old, are not a Restricted Person, and are not holding Bridged USDC on behalf of a Restricted Person.
b) you will not be using Bridged USDC or the Bridged USDC Service (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 18 and 19.
You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these Terms and that any misrepresentation by you is a violation of these Terms.
If Circle suspects or determines that you or any of your authorized users or customers, as applicable, have violated these Terms, including, but not limited to, attempting to transact or transacting with Blocked Addresses (as defined in Section 13) or attempting to engage or engaging in Restricted Activities or Prohibited Transactions (each as defined below in Sections 18 and 19), 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 the Bridged USDC Service, 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.
Use of the Bridged USDC Service in a Circle Account may have further eligibility requirements that will need to be verified prior to you using such Bridged USDC Service, or from time to time in order to continue your use of the Bridged USDC Service, and may be subject to additional terms and conditions.
5. 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 Bridged USDC Service, as applicable.
6. AML and CTF Compliance
Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF. These standards are designed to prevent the use of the Bridged USDC Service for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.
7. USA PATRIOT Act Notification
This Section 7 applies only if your country of residence is the United States:
Please also note that Section 326 of the USA PATRIOT Act of 2001 requires all financial institutions to obtain, verify, and record information that identifies each person who registers a 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.
8. Bridged USDC Support Only; Copies, Forks, Advanced Protocols, and Other Bridges Not Supported
Your Circle Account supports sending and receiving USDC, Bridged 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, Bridged 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 Bridged USDC from your Circle Account to a wallet or address that does not support Bridged USDC, your Bridged 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 Bridged USDC from your Circle Account to a wallet or address that does not support Bridged USDC.
As a result of the decentralized and open source nature of Bridged USDC it is possible that a party unaffiliated with Circle or the Supported L2 Network could create an alternative, equivalent version of Bridged USDC either on one of the Supported L2 Networks or on an unsupported blockchain (a “copy”) that operate independently from Bridged 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 Bridged USDC into its design (a “wrapper”). Circle supports only Bridged USDC and is under no obligation to support any copies of Bridged USDC or wrappers and assumes no responsibility for any value that might be lost as a result of this lack of support for copies of Bridged USDC.
Similarly, a party may create a bridge that enables the movement of assets between the Ethereum blockchain and the Supported L2 Networks that is not one of the Supported Bridges. Circle does not support any bridges other than the Supported Bridges nor any bridged versions of USDC other than Bridged USDC.
As a result of the decentralized and open source nature of the Supported L2 Networks, it is possible that a party unaffiliated with Circle could create an alternative version of the Supported L2 Networks (a “fork”). Note that in the event of a fork, Circle may be forced to suspend all activities relating to Bridged 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 Bridged USDC. In the event of a fork of one of the Supported L2 Networks, Circle shall, in its sole discretion, determine which fork it will support, if any.
9. Supported L2 Networks and Smart Contract Modifications
Bridged USDC operates on the Supported L2 Networks. Circle does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise on the Supported L2 Networks. Any such attacks or delays on the Supported L2 Networks might materially delay or prevent you from sending or receiving Bridged USDC, or unbridging Bridged USDC to Native Ethereum USDC and ultimately US dollars with Circle, 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 the Supported L2 Networks or the identification of a security issue with the Supported L2 Networks, Circle may be forced to suspend all activities relating to Bridged USDC (including unbridging of Bridged USDC to Native Ethereum USDC on your behalf) for an extended period of time until such Downtime is over and the Bridged USDC Service can be restored. This Downtime will likely occur immediately upon a copy or fork of any Supported L2 Network, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving Bridged USDC.
10. Privacy
We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read the Circle Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used.
11. Communications
By entering into these Terms, you agree to receive electronic communications and notifications in accordance with our E-Sign Consent Policy.
These Terms are provided to you and communicated in English. We will also communicate with you in English for all matters related to Bridged USDC and your use of the Bridged USDC Service. 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 Bridged USDC, and the Bridged USDC Service, as applicable.
12. Limited License; IP Rights
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 Bridged USDC Service solely for approved purposes as determined by Circle. Any other use of the Bridged USDC Service is expressly prohibited. Circle and its licensors reserve all rights in the Bridged USDC Service and you agree that these Terms do not grant you any rights in or licenses to the Bridged USDC Service 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 Bridged USDC Service, in whole or in part. If you violate any portion of these Terms, your permission to access and use the Bridged USDC Service may be terminated pursuant to these Terms.
"Circle.com", "Circle", and all logos related to the Bridged USDC Service 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 Service, and all technology and any content created or derived from any of the foregoing is the exclusive property of Circle and its licensors.
13. Risk Factors & Disclosures
The following list of risks associated with Bridged USDC and the Bridged USDC Service is not exhaustive.
No Technical or Operational Support for Supported L2 Networks or Supported Bridges
Circle does not own or control, makes no representations or warranties regarding, and shall incur no liability arising out of or in connection with the performance, cost, availability or functionality of the Supported L2 Networks or the Supported Bridges. The Supported L2 Networks and Supported Bridges are owned, controlled and operated by third parties or decentralized protocols, and Circle does not provide any technical or operational support for the same. The Supported L2 Networks and Supported Bridges may undergo routine maintenance or periods of outage, instability, or downtime whereby the Bridged USDC Service is unavailable. The availability of the Supported L2 Networks and Supported Bridges, and the timing and frequency of these periods, are not within Circle’s control. By using the Bridged USDC Service, you understand and accept the risk that you may not be able to unbridge your Bridged USDC to Native Ethereum USDC, or bridge Native Ethereum USDC to Bridged USDC, during certain periods of time, which may occur without any prior notice to Circle or to you.
Bridge Hack and Ability to Unbridge to Native Ethereum USDC
As discussed in Section 1(b) above, Bridged USDC is a bridged digital asset that relies on the Supported L2 Networks and Supported Bridges and is not USDC. As noted above, Circle does not own or control, makes no representations or warranties regarding, and shall incur no liability arising out of or in connection with the performance, cost, availability or functionality of the Supported L2 Networks or the Supported Bridges. In the event that the Supported L2 Networks or Supported Bridges are exploited, the Native Ethereum USDC locked in the Supported Bridges may be stolen or lost, and holders of Bridged USDC may not be able to unbridge their Bridged USDC to Native Ethereum USDC (and ultimately redeem Native Ethereum USDC for US Dollars) either on a temporary or permanent basis. Circle assumes no responsibility for any value that might be lost as a result of the functioning of the Supported L2 Networks or Supported Bridges. Attacks or delays on the Supported L2 Networks might materially delay or prevent you from sending or receiving Bridged USDC, and Circle shall bear no responsibility for any losses that result from such issues.
Inability to Freeze Funds
Neither Circle nor the Centre Consortium control the Bridged USDC contract on the Supported L2 Networks. Thus, Circle lacks the ability to block certain addresses or freeze Bridged USDC in the event your funds are stolen.
No guarantee of price stability
Circle does not guarantee that the value of one (1) Bridged USDC will always equal (1) USDC or 1 USD ($1) on other platforms. Due to a variety of factors outside of Circle’s control, the value of Bridged USDC on third-party platforms such as cryptocurrency exchange platforms could fluctuate. Although a Bridged USDC is able to be unbridged, resulting in a Native Ethereum USDC, which is redeemable for $1, less applicable fees (if any), Circle cannot control how third parties quote or value Bridged USDC, and Circle is not responsible for any losses or other issues that may result from fluctuations in the value of Bridged USDC.
Third-party platforms
Bridged USDC is based on open source software and runs on Supported L2 Networks. This means that third parties can elect to support Bridged USDC on their platforms without any authorization or approval by Circle or anyone else. As a result, Bridged 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 Bridged USDC on non-Circle platforms.
You accept all consequences of sending Bridged USDC. Bridged USDC transactions are not reversible. Once you send Bridged USDC to an address, you accept the risk that you may lose access to, and any claim on, that Bridged 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 Bridged USDC, or (iv) an address belongs to an entity that may return the Bridged 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 Bridged USDC balances for Users, including any form of security interests claimed thereon.
Blocked Addresses & Forfeited Funds
Circle reserves the right to “block” certain Bridged USDC addresses and, if such addresses are Circle custodied addresses, freeze associated Bridged 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 Bridged USDC to a Blocked Address, or receive Bridged USDC from a Blocked Address, Circle may freeze such Bridged USDC 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 Bridged USDC. Circle may also be required to freeze Bridged USDC and associated Native Ethereum USDC, and/or surrender USD associated with such Native Ethereum USDC held in Circle’s reserves in the event it receives a legal order from a valid government authority requiring it to do so.
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 Bridged USDC Service. You understand that the Bridged USDC Service may experience operational issues that lead to delays. 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 Bridged USDC or the Bridged USDC Service, including any accurate reporting of the tax or legal status of Bridged USDC in your jurisdiction.
Legal treatment of Bridged USDC transfers
The regulatory status of Bridged 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 Bridged USDC, blockchain technology and its applications. Accordingly, it is not possible to determine whether a Bridged 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 bridging of USDC into Bridged USDC, and the use, transfer, and/or value of Bridged USDC.
No deposit insurance
As noted above, Bridged USDC is not USDC. Additionally, Bridged 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.
Encumbrances
Depending on the actions of the owners of Bridged USDC addresses before your receipt of Bridged USDC from another Bridged USDC address, it is possible that the transfer of Bridged USDC between Bridged USDC addresses could result in the Bridged USDC in your account becoming subject to a lien or other form of security interest.
On-chain transactions irreversible
When Bridged USDC is sent to a third-party Bridged USDC address, such transaction is completed on Supported L2 Networks which are not controlled by Circle or any affiliate of Circle. 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 Bridged USDC to an incorrect or unintended Bridged 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 Bridged 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 Bridged USDC, or otherwise supporting the use or adoption of Bridged USDC. This activity may involve selling Bridged 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.
14. Third Parties
You understand and agree that Circle does not control any products or services sold or offered by third parties using the Bridged USDC Service, including the Supported Bridges.
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 Bridged USDC Service. If you are not satisfied with any goods or services purchased from a third party using the Bridged USDC Service, you must handle those issues directly with the third-party seller.
15. Fees; Authorization
Except as disclosed on the Circle Account 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 bridging USDC to Bridged USDC (or vice versa). As disclosed on the Circle Account Fee Schedule, Circle does charge fees in connection with sending Bridged USDC on chain out of the Circle Account. You should always check the Circle Account 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.
16. Right to Change/Remove Features or Suspend/Delay Transactions
We reserve the right to (i) change, suspend, or discontinue any aspect of the Bridged USDC Service at any time, including your ability to have Circle unbridge Bridged USDC to Native Ethereum USDC on your behalf, hours of operation or availability of any feature, without notice and without liability and (ii) limit or suspend your use of any aspect of the Bridged USDC Services at any time, including your ability to deposit Bridged USDC to your Circle Account, 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 Bridged USDC Service will not affect your rights and obligations pursuant to these Terms. We may, in our sole discretion, delay service if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of these Terms.
17. Transactions Irreversible
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 Bridged USDC Service 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.
18. Restricted Activities
In connection with the Bridged USDC Service (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 Bridged USDC Service 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”).
19. Prohibited Transactions
Using the Bridged USDC Service 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.
20. Taxes
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 using the Bridged USDC Service. It is your responsibility to determine what taxes, if any, arise from transactions using the Bridged USDC Service under this Agreement
21. Indemnification; Release
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 the Bridged USDC Service and our products and services as contemplated herein.
22. Limitation of Liability; No Warranty
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 the Bridged USDC Service and our products and services as contemplated herein.
23. 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.
24. Amendments
Circle may amend any portion of these Terms at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you access or use the Bridged USDC Service 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 Bridged USDC Service and terminate 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 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.
25. 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
26. Survival
Upon termination of these Terms (and termination of your Circle Account), all rights and obligations of the parties that by their nature are continuing will survive such termination.
27. 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.
28. Legal Compliance
Bridged USDC and Bridged USDC Service are subject to AML and CTF provisions, including Sanctions. By using the Bridged USDC Service or transacting in Bridged USDC in your Circle Account, you represent and warrant that your actions are not in violation of Sanctions. Without limiting the foregoing, you may not hold or use Bridged USDC, or use the Bridged USDC Service if you are a Restricted Person or intend to transact with or on behalf of any Restricted Persons.
29. 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.
30. Entire Agreement
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 24. 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 use of the Bridged USDC Service 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 the use of the Bridged USDC Service. 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.
31. 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 31 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.
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.
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
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
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.
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.
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
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.
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.
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.
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:
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:
Additionally, the following further disclosures are applicable to Circle’s virtual currency customers:
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.
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
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).
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
The following list of risks associated with USDC and the USDC Services is not exhaustive.
No guarantee of price stability
Subject to the limitations set forth in this User Agreement, (i) when Circle tokenizes U.S. Dollars for USDC it will always do so at a rate of one U.S. Dollar ($1) per one (1) USDC and (ii) when Circle redeems USDC for U.S. Dollars, it will always redeem such USDC at a rate of one U.S. Dollar ($1) per one (1) USDC, less fees where applicable.
For each USDC that is issued by Circle and remains in circulation, Circle will maintain at least the equivalent of US denominated assets in segregated accounts with US regulated financial institutions on behalf of the USDC holders. Each USDC is worth $1.00, and is always redeemable by Circle on a 1:1 basis for US dollars. Circle does not guarantee that the value of one (1) USDC will always equal one U.S. Dollar ($1) across all platforms. Due to a variety of factors outside of Circle’s control, the value of USDC, particularly on third-party platforms such as cryptocurrency exchange platforms, can fluctuate above or below one U.S. Dollar ($1). Circle cannot control how third parties value USDC, and Circle is not responsible for any losses or other issues that may result from fluctuations in the value of USDC.
Third-party platforms
USDC is based on open source software and runs on the Ethereum blockchain. This means that third parties can elect to support USDC on their platforms without any authorization or approval by Circle or anyone else. As a result, USDC support on any third-party platform does not imply any endorsement by Circle that such third-party services are valid, legal, stable or otherwise appropriate. Circle is not responsible for any losses or other issues you might encounter using USDC on non-Circle platforms.
Users accept all consequences of sending USDC off of Circle’s platform. USDC transactions are not reversible. Once you send USDC to an address, you accept the risk that you may lose access to, and any claim on, that USDC indefinitely or permanently. For example, (i) an address may have been entered incorrectly and the true owner of the address may never be discovered, (ii) you may not have (or subsequently lose) the private key associated with such address, (iii) an address may belong to an entity that will not return the USDC, (iv) an address belongs to an entity that may return the USDC but first requires action on your part, such as verification of your identity. For the avoidance of doubt, nothing in this Agreement is intended to obligate Circle to track, verify or determine the provenance of USDC balances for Users, including any form of security interests claimed thereon.
Blocked Addresses & Forfeited Funds
Circle reserves the right to “block” certain USDC addresses and, if such addresses are Circle custodied addresses, freeze associated USDC (temporarily or permanently) that it determines, in its sole discretion, are associated with illegal activity or activity that otherwise violates the terms of this User Agreement (“Blocked Addresses”). In the event that you send USDC to a Blocked Address, or receive USDC from a Blocked Address, Circle may freeze such USDC and take steps to terminate your USDC Account. In certain circumstances, Circle may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your USDC, including the ability to redeem USDC for U.S. Dollars. Circle may also be forced to freeze USDC and/or surrender associated U.S. Dollars held in Segregated Accounts in the event it receives a legal order from a valid government authority requiring it to do so.
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 in extraordinary circumstances exclusively per the terms of the Centre Blacklisting Policy.
Software protocols and operational challenges
You are aware of and accept the risk of operational challenges. Circle may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the USDC Services. You understand that the USDC Services may experience operational issues that lead to delays, including delays in redeeming USDC. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Circle accountable for any related losses.
Compliance
You are responsible for complying with applicable law. You agree that Circle is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of the USDC Services, including any accurate reporting of the tax or legal status of USDC in your jurisdiction.
Legislative and regulatory changes
Legislative and regulatory changes or actions at the U.S. state, U.S. federal, or international level may adversely affect the tokenization of U.S. Dollars into USDC, and the use, transfer, redemption and/or value of USDC.
No deposit insurance
USDC held in your USDC Account are not subject to deposit insurance protection, including, but not limited to, (i) where your country of residence is the United States, the Federal Deposit Insurance Corporation insurance or Securities Investor Protection Corporation protections; or (ii) where your country of residence is outside of the United States, the United Kingdom Financial Services Compensation Scheme or equivalent scheme in your country of residence.
Claim on funds
Circle holds the equivalent value of one U.S. Dollar ($1) in Segregated Accounts, on behalf of, and for the benefit of, Users for each USDC that is issued by Circle and remains in circulation. Your ability to redeem a U.S. Dollar for each USDC is conditional on (i) your possession of a corresponding amount of USDC associated with a registered USDC Account, (ii) no violation of this User Agreement, and (iii) no action, pending or otherwise, by a regulator, law enforcement or a court of competent jurisdiction that would restrict redemption.
Sending USDC to another address automatically transfers and assigns to that Holder, and any subsequent Holder, the right to redeem USDC for US Dollar funds so long as the Holder is eligible to, and does, register a USDC Account.
Legal treatment of USDC transfers
The regulatory status of USDC and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to USDC, blockchain technology and its applications. Accordingly, it is not possible to determine whether a USDC transfer would be recognized under applicable law by a court or regulator at the U.S. state, U.S. federal, or international level.
Encumbrances
Depending on the actions of the owners of USDC addresses before your receipt of USDC from another USDC address, it is possible that the transfer of USDC between USDC addresses could result in the USDC in your USDC Account becoming subject to a lien or other form of security interest before redemption.
On-chain transactions irreversible
When USDC is sent out of your USDC Account to a third-party USDC address, such transaction is completed on the Ethereum blockchain. This means that such transaction is irreversible and Circle does not have the ability to reverse or recall any transaction once initiated. You bear all responsibility for any losses that might be incurred as a result of sending USDC to an incorrect or unintended USDC address.
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.
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.
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:
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.
We use different methods to collect data from and about you including through:
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:
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.
Purpose/Activity
Type of data
Lawful basis for processing including basis of legitimate interest
To register you as a new customer.
Performance of a contract with you.
To deliver the full functionality of the Circle Services.
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.
(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.
(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).
(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.
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.
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.
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.
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.
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.
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.
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:
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.
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.
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.
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.
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.
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:
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:
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.
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:
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:
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:
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.
Like almost every other online service, our Services (including our website and app) use cookies and similar technologies to provide you with an enhanced user experience as well as allowing us to analyse and improve our Services. We would not be able to provide you with all of our Services, including certain personalised features, without the use of cookies and related technology and as such, your computer, mobile phone, tablet or other enabled mobile device (which we refer to collectively in this policy as a “device”) will need to be set up to enable such technologies.
By visiting and continuing to browse our website, downloading and using our app and using, your Circle account, including, where appropriate, with your browser settings adjusted to accept cookies, you are consenting to our use of cookies, web beacons and related technologies to provide our Services. If you do not consent to our use of cookies your only recourse is to stop using the Services and stop visiting our website. You are also free to disable cookies in your browser, but doing so may interfere with your use of our website or the Services. See Section 2 below for information on how to disable cookies.
1. What do we mean when we use the term ‘cookie’, ‘web beacon’ or ‘similar technology’?
Cookies is a term used to describe is a small text file (typically made of letters and numbers) that is downloaded and stored on your browser or your device by websites that you visit. They are sometimes considered as forming part of the “memory” of your use of websites and related services as they allow service providers to remember you and respond appropriately.
Cookies are typically split into 2 main types, namely:
Session cookies. Session cookies are stored in your device’s memory only for the length of time of your browsing session. For example, sessions cookies allow you to move around our website and your account features without having to repeatedly log in. They are not accessible after your browser session may have been inactive for a period of time and are deleted from your device when your browser is closed down.
Persistent cookies. Persistent cookies are stored in your devices’ memory and are not deleted when your browser is closed. Persistent cookies can helpfully remember you and your preferences each time you access our Services.
Circle uses both of these types of cookies.
Cookies can also be further categorized as follows:
Web beacons.
The term ‘web beacon’ is used to describe an object embedded in a webpage or email. This object is typically invisible to you, but it permits us to confirm whether you have viewed the web page and/or email (as the case may be). There are other names for ‘web beacons’ which you may come across – these include web bug, tracking bug, clear gif and pixel tag.
2. Managing Cookies
You can manage your cookies (including the enabling or disabling of cookies) by using your browser. For example, you block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including cookies that are strictly necessary) you may not be able to access all or parts of our Services.
Each browser is different and as such we suggest that you check the ‘Help’ menu on your particular browser (or your mobile phone’s handset manual) to learn how to change your cookie preference. You may also find more information on how to manage your cookies from third party websites (such aswww.allaboutcookies.org/manage-cookies/).
Here are some links to popular browser cookie information pages which you might find helpful to assist in your cookie management
3. General
We hope the above has clearly explained how we use cookies and similar technologies as well as how you many manage such matters. While we have provided details of third party websites and services which we thought you may find useful, please note that we are not responsible for the content, functionality or services provided by such sites. If you have any further questions or comments about our use of cookies, please contact us via: support@circle.com.
Please be aware that your consent to the electronic delivery of disclosures is required to open an account or use any of the Services (as defined in the User Agreement). If you are unable or unwilling to provide such consent, you will not be able to open an account. Once you have opened an account you can rescind your consent to electronic delivery of disclosures at any time and receive paper communications as set forth below.
This E-Sign Consent applies to any and all communications and/or disclosures that Circle is legally required to provide to you in writing in connection with your account and any related products and services (“Communications”). This E-Sign Consent supplements and is to be construed in accordance with the terms and conditions contained in the User Agreement (“User Agreement”).
1. Scope. When you use the Services, you agree that we may provide you with any Communications in electronic format, and that we may discontinue sending paper Communications to you, unless and until you withdraw your consent as described below. Your consent to receive electronic communications and transactions includes, but is not limited to:
2. Methods of Communication. All Communications that we provide to you in electronic form will be provided by e-mail, by posting to the Circle website (www.circle.com), or through other electronic communication such as mobile push notification or text message.
3. Hardware Requirements. In order to access, view, and retain electronic Communications that we make available to you, you must have the following software and hardware:
4. Updating your Information. It is your responsibility to provide us with a true, accurate and complete e-mail address, your contact information, and other information related to this E-Sign Consent and your account, keep such information up to date. You may update your information by logging into your account or by sending written notice by mail to support@circle.com.
5. Withdrawing Consent. You may withdraw your consent to receive electronic Communications at any time by sending us a written request by email to support@circle.com. You understand that any withdrawal of your consent to receive electronic Communications will be effective only after Circle has had a reasonable period of time to process your withdrawal. You understand that withdrawing your consent to electronic Communications will likely result in the closure of your account.
6. Communications in Writing. All electronic Communications from us to you will be considered "in writing" and shall have the same meaning and effect as a paper Communication. You should print or download for your records a copy of this E-Sign Consent and any other Communication that is important to you. You acknowledge and agree that Communications are considered received by your within 24 hours of the time posted to the Circle website (www.circle.com), or within 24 hours of the time emailed to you unless Circle receives notice that the email was not delivered.
7. General. Circle reserves the right, in our sole discretion, to cancel this electronic Communication service, or to terminate or change the terms and conditions on which Circle provides electronic Communications. Circle will provide you with notice of any such termination or change as required by law.
All defined terms in this Subprocessor List can be found in theCircle Privacy Policy.
*Non-US Licenses do not apply to the Circle Invest product.
Financial Conduct Authority E-Money Issuer License,
No. 900480
Bermuda Digital Asset Business (DAB) License,
No. 54786
This Commercial Entity Agreement (this “Agreement”) is provided to all entities that accept payment through the Circle Internet Financial, LLC (“Circle”) payment platform (the “Circle Payments System”) for the acceptance of card payments that are “Commercial Entities” as defined by Visa, Inc. and Mastercard International, Inc. (collectively, the “Card Brands”). As such an entity, the merchant signing or electronically agreeing to the terms hereof (“Merchant”) is entering into this Agreement with the related entity set forth on Exhibit A hereto based on the Merchant’s jurisdiction (the “Member”) only to govern the authorization, conveyance and settlement of Transactions utilizing the payment card transaction services of the Member. Capitalized terms used herein have the meanings set forth herein (including in Section 12 hereof); capitalized terms used herein that are not defined herein shall have the respective meanings ascribed to them in the Master Services Agreement (or equivalent agreement) between Merchant and Circle (as amended, the “Circle MSA”). In addition to these terms set out in this Agreement, where the Merchant is located in one of the jurisdictions identified in Exhibit B then the special terms in Exhibit B shall apply and in the event of any inconsistency or conflict, the applicable terms in Exhibit B shall supersede and / or amend the applicable terms in this Agreement in relation to services provided by the Member to a Merchant from the applicable jurisdiction.
By entering into this Agreement, Merchant is fulfilling the applicable Card Brand Rules requiring a direct contractual relationship between the Member and Merchant.
(a) Bona Fide Transactions; Existing Debt. Merchant shall not submit any Transaction that (i) is not a bona fide Transaction involving a bona fide customer (in each case as contemplated under Card Brand Rules) (ii) is illegal or that the Merchant should have known was illegal; or (iii) otherwise fails to meet the requirements for a Transaction under the Card Brand Rules. Transactions shall not represent the collection of a dishonored check or the collection, transfer or refinancing of any existing or prior debt or obligation. Merchant must not accept a Card or a Transaction which is of a type that it has been previously advised is not acceptable. Merchant shall not attempt to recharge a Customer for an item that has been the subject of a Chargeback by the Customer, even with the Customer’s consent. Without limiting any of the foregoing, Merchant shall not submit any Transaction which it knows or should know to be unenforceable or uncollectable. The Merchant must notify Us by contacting Circle if it becomes aware of or suspects fraud on the part of a Customer.
(b) Card Acceptance; Surcharges. Merchant shall not, subject to applicable law: (i) set a dollar amount above or below which Merchant refuses to honor Cards and must not differentiate between issuers or other Card Brands; (ii) impose or require the Customer to pay any fee or charge (including, without limitation, any surcharge or finance charge or any of the fees payable by Merchant under this Agreement) in connection with or as a condition of the use or acceptance of a Card; (iii) to the fullest extent of applicable law, impose any surcharges on Transactions; or (iv) unfairly distinguish between issuers of a Card when accepting a Transaction.
(c) Split Transactions. Merchant agrees to submit a single Transaction for the full amount of each sale unless splitting up such Transaction into multiple Transactions is approved by Us and the Card Brands and communicated to Merchant by Circle.
(d) Taxes. Merchant shall not add any tax to Transactions, unless applicable law expressly allows or requires it, and in any case, Merchant shall only add such tax in compliance with such law.
(e) Security Standards. Merchant shall not request use or store any Card Information for any purpose except as payment for its goods or services or to provide a Refund for goods or services previously sold, unless required by the Card Brand Rules. Merchant will comply with the Security Standards, including the Payment Card Industry Data Security Standards (PCI DSS) and will cooperate fully in any applicable forensic investigation (at the Merchant’s cost). Breach of this clause 1(e) shall constitute a material breach of this Commercial Entity Agreement.
(f) Time of Payment. At the time Merchant accepts a Card for any goods or services, the goods shall have been provided or shipped or the services shall have been actually rendered to the Customer, except as specifically stated otherwise in Merchant’s Application.
(g) Cash Advances; Refunds/Credits. Merchant shall not disburse or advance any cash to a Customer (except as authorized by the Card Brand Rules) or to itself or any of its representatives or agents in connection with a Transaction, nor shall Merchant accept payment for effecting credits or issuing Refunds to a Customer. Any Transaction submitted to Us as a credit to a Customer’s Card account represents a Refund for a prior Transaction submitted to Us using the same Card.
(h) Recurring Transactions. For recurring Transactions, if any, Merchant must (i) obtain the Customer’s consent to periodically charge the Customer on a recurring basis for the goods or services purchased, (ii) retain this permission for the duration of the recurring services and provide it upon request, (iii) retain written documentation specifying the frequency of the recurring charge and the duration of time during which such charges may be made; and (iv) provide a simple and accessible online cancellation procedure, if the Cardholder request for the goods or services was initially accepted online. Merchant shall not submit any recurring transaction after receiving: (i) a cancellation notice from the Customer, or (ii) notice from Circle or any Card Brand that the Card is not to be honored. Merchant shall include in its Transaction Data the electronic indicator for a recurring Transaction.
(i) Website Requirements. The Merchant must ensure that its Website clearly displays detailed information about its business in accordance with Card Brand Rules, including, without limitation, name, contact information, a complete description of available goods and services available, delivery information (including any return and refund policy), details of any export restrictions (if applicable), the Merchant’s privacy policy, and a description of Website data security protections.
(j) Visa and Mastercard Marks. The Merchant acknowledges and agrees that: (i) the Card Brand marks are owned solely and exclusively by the relevant Card Brand; (ii) it will not contest the ownership of any Card Brand marks for any reason; (iii) the Card Brands may at any time, immediately and without notice, prohibit the Merchant from using any of their marks for any reason. The Merchant is authorized to use the Visa and Mastercard logos or marks only on Merchant’s promotional materials and website to indicate that Visa and Mastercard cards are accepted as funding sources in conjunction with its use of the Circle Payments System. The Merchant must not make any representation in connection with any goods or services which may bind Us or any Card Brand. The Merchant must not indicate or imply that neither We nor any Card Brand endorse any goods or services or refer to a nominated Card in stating eligibility for goods, services or any membership.
(k) Chargebacks. Merchant shall use all reasonable methods to resolve disputes with the Customer. Should a Chargeback dispute occur, Merchant shall promptly comply with all requests for information from Circle. Merchant shall not attempt to recharge a Customer for an item that has been charged back to the Customer, unless receiving a new and uncoerced Customer’s consent. You shall have full liability for the amount of any and all successful Chargebacks (and may have conditional liability for such Chargebacks prior to their final adjudication pursuant to the Card Brand Rules). Merchant shall not transfer or attempt to transfer financial liability under this Agreement by asking or requiring a Customer to waive their dispute rights.
(l) Settlement. Merchant hereby authorizes and instructs Member (or its designee) to pay all net settlement amounts due to you hereunder to Circle on Merchant’s behalf. You and Member acknowledge and agree that Circle (i) shall receive all such proceeds of credit and debit card funded processing services from us and (ii) shall be responsible for disbursing such amounts to you in accordance with the terms of your Circle MSA.
8.1Disclaimer. Neither the Member nor Circle make any representations, guarantees or warranties in respect of any of the services to be provided under this Agreement. To the maximum extent permitted by law, any and all implied representations, warranties and guarantees are excluded.
8.2 Exclusion of liability. To the maximum extent permitted by applicable law, the Member is not liable to You or to any person for any act or omission (including negligence) of the Member that results in any direct or indirect loss (including loss of profits), damage, injury or inconvenience You suffer because of any service failure, including any unavailability of the service, any delays or any errors. Under no circumstances will the Member be liable to You for any lost sales, revenue or profit or loss of customers due to any service failure which results in You being unable to promptly accept payments from Your Customers. Subject to the foregoing:
Miscellaneous.
11.1 Application. Merchant represents and warrants that statements made on its Application for this Agreement are true as of the date of its execution of this Agreement and that the Merchant has all necessary rights, permissions and consents to disclose that information to Us under this Agreement. Merchant authorizes Member (or Circle on Member’s behalf) to: (a) perform any credit check deemed necessary with respect to Merchant; (b) obtain from any Card Brand and / or credit reporting agency or any other personal information about your Merchant history, you and / or your personnel for any purpose relating to the operation of those Card Brands and we can use such information to assess your application; provided, however, that Circle is authorized to collect any such information on Member’s behalf and Merchant authorizes Circle to share such information with Member for such purposes.
11.2 Section Headings. The section headings of this Agreement are for convenience only and shall not impact the scope or intent of this Agreement.
11.3 Assignment. You cannot assign or transfer your rights or delegate its responsibilities under this Agreement without Our prior written consent. Failure to obtain Our consent may result in a termination of this Agreement. Any permitted assignee or successor entity must provide such additional information and execute such additional documentation or take any further actions as Member may request in order to ensure continued processing of Transactions under this Agreement. This Agreement binds Merchant and its respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
11.4 Severability; Survival. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, including any Card Brand Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement. Notwithstanding any termination of this Agreement, those terms which by their nature are intended to survive termination (including without limitation, indemnification obligations and limitations of liability) shall survive. Termination does not affect either party’s respective rights and obligations under this Agreement as to Transaction Data submitted before termination and the residual processing of such transaction known as trailing activity.
11.5 Amendment; No Waiver. This Agreement may be amended at any time by Member upon sixty days’ notice to you (which may be made by posting such amendment or an updated version of this Agreement on Circle’s web site). Notwithstanding the foregoing, in any event the terms of this Agreement must be amended pursuant to a change required by the Card Brand Rules or any third party with jurisdiction over the matters described herein, such amendment will be effective immediately. Your electronic signature or continued submission of Transactions to us following such notice will be deemed to be your acceptance of such amendment. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced.
11.6 Entire Agreement. This Agreement represents the entire understanding between Merchant and Member with respect to the matters contained herein and supersedes any prior agreements between the parties.
11.7 Notices. Member is responsible for the credit and debit card processing services provided hereunder and may be contacted c/o: support@circle.com. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand delivered, faxed, mailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier (and will be deemed to be given when so delivered or mailed), to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing.
11.8 Governing Law; Waiver of Jury Trial; Arbitration. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Each party irrevocable agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including any non-contractual disputes or claims), provided always that the Member shall not be limited to the forum of England and Wales for the enforcement of any judgement relating to the Agreement and shall have the right to bring the relevant action in any jurisdiction where the relevant Merchant is incorporated or may have assets.
11.9 Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations for Chargebacks, refunds, or unfulfilled products and services.
11.10 Relationship of the Parties. No agency, partnership, joint venture or employment relationship is created between Merchant and Member by way of this Agreement. In the performance of their respective obligations hereunder, the Parties are, and will be, independent contractors.
Definitions.
“Application” is a statement of your financial condition, a description of the characteristics of your business or organization, and related information you have previously or concurrently submitted to us, including credit and financial information, to induce us to enter into this Agreement with you and that has induced us to process your Transactions under the terms and conditions of this Agreement.
“Authorized Reseller” means a merchant that has been given the rights or licenses to market and resell goods or services to the public from the rights holder of the original asset or trademarked goods or services.
“Card” is an account, or evidence of an account, authorized and established between a Customer and a Card Brand, or representatives or members of a Card Brand that you accept from Customers as payment for a good or service. Cards include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts.
“Card Brand” is any payment method provider whose payment method is accepted by Member for processing, including, but not limited to, Visa, U.S.A., Inc., Mastercard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers, gift card and other stored value and loyalty program providers. Card Brand also includes the Payment Card Industry Security Standards Council.
“Card Brand Rules” are the bylaws, rules, and regulations, as they exist from time to time, of the Card Brands, including, without limitation, any network operating rules (including without limitation the Card Network Rules identified in the Circle MSA), as such Card Network Rules or other requirements may be revised from time to time by the Card Brands in their sole discretion.
“Card Information” is information related to a Customer or the Customer’s Card, that is obtained by Circle or Merchant from the Customer’s Card, or from the Customer in connection with his or her use of a Card (for example a security code, a PIN number, or the customer’s zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include the Card account number and expiration date, the Customer’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically or otherwise stored thereon.
“Chargeback” is a reversal of a Transaction you previously presented to Member pursuant to Card Brand Rules.
“Customer” is the person or entity to whom a Card is issued or who is otherwise authorized to use a Card.
“Data Breach” means any occurrence which results in the unauthorised use, modification or access by a person to confidential data relating to Card transactions stored by the Merchant or any person engaged by the Merchant to provide storage or transmission services in respect of that data.
“Member”,” means the applicable party set forth on Exhibit A hereto or other entity providing sponsorship to Member as required by all applicable Card Brand. Member is a principal party to this Agreement and your acceptance of Card Brand products is extended by the Member.
“Merchant”, “you”, and “your” is the Merchant identified in the Application on the cover page of the Agreement.
“Payment Application” is a third party application used by Merchant that is involved in the authorization or settlement of Transaction Data.
“Security Standards” are all rules, regulations, standards or guidelines adopted or required by the Card Brands or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Card Information, including but not limited to the Payment Card Industry Data Security Standards (“PCI DSS”), Visa’s Cardholder Information Security Program (“CISP”), Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, Mastercard’s Site Data Protection Program (“SDP”), Visa’s Payment Application Best Practices (“PABP”), the Payment Card Industry’s Payment Application Data Security Standard (“PA DSS”), Mastercard’s POS Terminal Security program and the Payment Card Industry PIN Transaction Security (PCI-PTS), in each case as they may be amended from time to time.
“Services” means the services that facilitate the acceptance of card payments for products and services provided to Customers.
“Service Provider” is any party that processes, stores, receives, transmits or has access to Card Information on your behalf or any Merchant’s behalf, including, but not limited to your Merchant’s agents, business partners, contractors and subcontractors.
“Transaction” is a transaction conducted between a Customer and Merchant utilizing a Card in which consideration is exchanged between the Customer and Merchant, and which is submitted to Member by Circle.
“Transaction Data” is the written or electronic record of a Transaction, including but not limited to an authorization code or settlement record.
“Use Policy” means the “Declined Lines of Business Policy” as set out at https:// www.checkout.com/legal/terms-and-policies, as amended from time to time.
“We, our, us” refers to, collectively, Checkout.com and Circle.
The related entity in the table below is the Member that is party to this Agreement based on which jurisdiction in the table below the Merchant is organized in, operating in and paying taxes in, in each case, with respect to its activities using the Circle Payment System.
JurisdictionEntityUnited KingdomCheckout Ltd is a company duly incorporated under the laws of England and Wales under company number 08037323, having its registered office address at Wenlock Works, Shepherdess Walk, London, N1 7BQ, England, authorised by the Financial Conduct Authority (“FCA”) as an electronic money institution under number 900816; and a principal member of Visa Inc., Mastercard Worldwide, JCB, Union Pay International, Diners Club International/Discover Network Card Schemes.SingaporeCheckout APAC Pte. Ltd. is a company duly registered under the laws of Singapore under company number 201007066Z, having its registered office address at 9 Raffles Place, #26-01, Republic Plaza, Singapore (048619), regulated as a Major Payment Institution by the Monetary Authority of Singapore and an affiliate member of Visa Inc. and Mastercard Worldwide Card Schemes.Hong KongCheckout Limited is a company duly incorporated under the laws of Hong Kong under company number 2636578, having its registered office address at Room 1901, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong, licenced by the Hong Kong Customs and Excise Department as a money service operator under section 30 of the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615 of the Laws of Hong Kong) (Licence Number: 20-06-02975); and an affiliate member of Visa Inc. and Mastercard Worldwide Card Schemes.European Economic Area (EEA)Checkout SAS, is a simplified joint stock company (société par actions simplifiée) duly registered under the laws of France with the Trade and Companies Register of Paris number 841033970, having its registered office address at 37-39 rue de Surène, 75008 Paris, France and is authorized by the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") as an electronic money institution entitled to provide payment services and a principal member of Visa Europe, MasterCard Worldwide, Diners Club International/Discover and an affiliate member of Cartes Bancaires (CB). The ACPR is located at 4 Place de Budapest, 75436 Paris. Checkout SAS’s CIB code is 17208. Checkout’s ACPR licence can be viewed online at www.regafi.fr.
