Circle Invest User Agreement (California Customers)

Last Updated December, 2022

Please note that Circle is in the process of shutting down the Circle Invest product. It is no longer possible to create a new Circle Invest account. Please review carefully the communications sent to you to determine how to claim any remaining balance on your account. If you have any questions about this process, please visit our Help Center or email us at support@circle.com.

The value of Digital Currencies can be extremely volatile and unpredictable, often fluctuating significantly within a matter of hours. Before purchasing Digital Currencies with Circle Invest, you should carefully assess your financial situation and only invest funds that you can afford to lose. Before investing in Digital Currencies you should be sure to read and understand the Risk Disclosures.

This User Agreement applies to Circle customers that are residents of California. If you are a resident of any other state, please click here.

Circle Invest is currently unavailable to residents of Hawaii, and Wyoming, or anyone outside of the United States. Further restrictions may exist depending on your state or jurisdiction of residency.

This User Agreement (“Agreement”) is a contract between you and (i) Circle Payments, LLC ("Circle LLC") and (ii) Circle Internet Financial, Inc. ("Circle Inc.") that applies to your use of Circle Invest to deposit U.S. Dollars, hold U.S. Dollars, buy Digital Currencies, hold Digital Currencies, sell Digital Currencies, withdraw U.S. Dollars or any other services (the “Services”) offered on the Circle Invest platform (“Circle Invest”). Where a reference is made simply to “Circle” or “we” and not a specific entity, such provision applies to your interactions with both Circle LLC and Circle Inc.

Circle LLC is licensed by the Department of Financial Protection and Innovation (the “DFPI”) as a money transmitter and handles all transactions conducted in fiat currency (U.S. Dollars), while Circle Inc. handles all transactions conducted in Digital Currency.

When you engage in transactions involving Digital Currency, such activities are not regulated by the DFPI.

By registering a Circle Invest account with Circle (your “Invest 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 our Privacy Policy, Cookie Policy and E-Sign Consent, and you acknowledge and agree that you will be bound by these agreements and policies. You also acknowledge that you have read and understand all disclosures set out below in Section 9 and in the Risk Disclosures.

Note that this Agreement uses the term “Digital Currency” to refer to Bitcoin, Ethereum or any other digital currencies, cryptocurrencies, virtual currencies, or digital assets that are available for purchase through your Invest Account.

Section 24 of this Agreement governs how this Agreement may be changed over time. The text in the boxes throughout this Agreement is there to help you understand the Agreement, but is not part of the Agreement. If after reading this Agreement in its entirety you are still unsure of anything or you have any questions, please contact Support.

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

1. Eligibility; Limitations

You must be an individual of at least 18 years of age who is a legal resident of the United States to enter into this Agreement. Circle does not support business or merchant accounts (even if you link a personal bank account). You can link a personal bank account to your Invest Account, but you cannot link a business bank account to your Invest Account.

In addition, Circle Invest does not support debit cards, prepaid cards or credit cards. 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.

Certain features of the Services may be limited depending on the state of which you are a legal resident, the date on which you create your Invest Account, or other factors.

2. Registration Process; Identity Verification

If you currently have an account with Circle for the Circle Pay platform (“Pay Account”), you must use the same email address when signing up for your Invest Account. In the event that you have an existing Pay Account and create an Invest Account using a different email address, you may be required to change the email addresses associated with either your Pay Account or Invest Account to be consistent.

You may register only one (1) Invest Account. If you open additional Invest Accounts, we reserve the right to immediately take action to prevent further use of the duplicate account(s), including but not limited to closing such additional Invest Accounts and transferring any balance held in such additional Invest Accounts to the Invest Account that was created first, or returning the funds to the original funding source.

If Circle closes your Invest Account and you create an additional Invest Account in violation of the foregoing limitation, Circle may, at Circle’s sole discretion, convert any Digital Currency held in such Invest Account to U.S. Dollars at the then prevailing Conversion Rate (as defined in Section 8 below) and initiate a transfer of your full U.S. Dollar account balance to your linked bank account.

When registering your Invest Account, you must provide current, complete, and accurate information for all required elements on the registration page, including your full legal name. If any of this information changes, it is your obligation to update such information as soon as possible. From time to time we may also require you to provide further information as a condition for continued use of the Services or to access additional Services, including but not limited to a copy of your government issued photo ID or evidence of residency such as a lease or utility bill.

If you wish to link a bank account to your Invest Account, you authorize Circle, directly or through third parties, to make any inquiries we deem necessary to validate your identity and account information. This may include requesting further information about you such as your date of birth, email address, physical address, identification number, and bank account information so that we can confirm your identity. We reserve the right to maintain your account registration information after you close your Invest Account for business and regulatory compliance purposes.

From time to time we may be required to request further information regarding your transactions in order to comply with federal and state law. Failure to provide such information 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 Invest Account and any related Pay Account, as the case may be.

In order to prevent fraud and to comply with federal and state laws, if you want to link a bank account in order to make a deposit, we need to make sure that you are who you say you are.

3. 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 our Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used.

4. Communications

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

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

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

5. Security of User Information

You are responsible for maintaining the confidentiality and security of any and all account names, user IDs, passwords, personal identification numbers (PINs) and mobile unlock codes that you use to access the Services. You are responsible for keeping your email address up to date in your Invest 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 the Services or any other breach of security regarding the Services and (ii) enable all relevant security features such as two-factor authentication and PIN Code or TouchID access control. Circle will not be liable for any loss or damage arising from your failure to protect your account information.

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

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

6. Account Suspension & Closure

We may, in our sole and absolute discretion, without liability to you or any third party, refuse to let you open an account, suspend your Invest Account, or terminate your Invest Account or your use of one or more of the Services. Such actions may be taken as a result of account inactivity, failure to respond to customer support requests, failure to positively identify you, insufficient funds notice from your bank, or your violation of the terms of this Agreement (including, but not limited to, Section 17).

If you have a balance remaining in an Invest Account which has been suspended or closed, you will be able to recover such funds, unless prohibited by law or a court order or where we have determined that such funds were obtained fraudulently. We reserve the right to require you to provide further identifying information before processing such withdrawal or transfer requests and to delay or prohibit such withdrawal or transfer if we believe fraudulent or illegal activity has occurred. If you are unable to login to your Invest Account, you will need to contact Support to process such withdrawal.

In the event that Circle closes your Invest Account and it remains closed for thirty (30) days, Circle may, in Circle’s sole discretion, convert all of the Digital Currency you hold in your Invest Account to U.S. Dollars at the then applicable Conversion Rate and withdraw such funds to your linked bank account in order to finalize your account closure.

In the event that your Invest Account is closed, including, but not limited to, as result of your violation of the terms of this Agreement, Circle may, at its sole discretion, also terminate your access to other Services offered by Circle, if applicable.

You may terminate this Agreement at any time by closing your Invest Account and discontinuing use of the Services. Upon termination of this Agreement and your Invest Account, you remain liable for all activity conducted on or with your Invest Account while it was open.

If we suspect you are using your account in violation of laws or this Agreement, we can close your account. If your account is closed, we may require you to complete additional identity verification and fraud prevention steps in order to access funds in that closed account. We may also convert all your holdings to U.S. Dollars for the purpose of withdrawing your full balance to your linked bank account to complete your account closure.

7. Services (Depositing Funds, Buying/Selling Digital Currency, Withdrawing Funds)

Circle LLC provides you with a convenient way to establish an account for purposes of (i) depositing U.S. Dollars from a linked bank account, (ii) holding an account balance in U.S. Dollars, (iii) withdrawing U.S. Dollars to a linked bank account.

Circle Inc. provides you with a convenient way to buy, sell and hold Digital Currencies.

Depositing Funds

To deposit funds into your Invest Account you must link and verify a bank account that is held in your own name.

By linking a bank account to your Invest Account, you authorize Circle LLC to communicate with your bank or card issuer to provide or obtain any information required by Circle LLC or your bank or card issuer in connection with providing the Services to you. By providing this information your bank is neither endorsing Circle nor is it in any way responsible for the Services.

When you use your bank account to deposit funds, you are requesting an electronic transfer of funds. For bank account transactions, Circle LLC will make electronic fund transfers from your bank account in the amount you specify. You agree that such requests constitute your authorization to Circle LLC to make such transfers. Once you have provided your authorization for a transfer, you will not be able to cancel the electronic transfer. You hereby give Circle LLC the right to re-submit any electronic fund transfer you authorized that is returned for insufficient or uncollected funds. You also authorize us to amend your Invest Account activity to correct such error. You authorize Circle LLC to take necessary action to reverse, credit, or debit any payment in connection with any necessary chargebacks, reversals, refunds, or adjustments.

Circle LLC does not guarantee your ability to complete deposits, and deposits may be delayed or unavailable as a result of system downtime or as Circle LLC may determine in its sole discretion.

You understand and agree that you will not receive interest or other earnings on the U.S. Dollar balance that you hold on deposit with Circle LLC and that Circle LLC handles and places in pooled accounts with its banking partners. In consideration for your use of Circle’s product and services, you irrevocably transfer and assign to Circle LLC any ownership right that you may have in the interest (if any) that may accrue on such funds held on your behalf by Circle LLC in pooled accounts in consideration for the expenses incurred by Circle LLC in connection with maintaining such accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants Circle LLC any ownership right to the principal of the U.S. Dollar balance you maintain in your Invest Account, or any Digital Currency balances you maintain in your Invest Account as a result of purchases made using the Services.

See Section 15 for further details about how deposits are credited to your account.

Buying Digital Currency

To buy Digital Currency using your Invest Account you must first have completed a deposit and have a U.S. Dollar balance in your Invest Account sufficient to cover the amount of Digital Currency you wish to buy. When you buy Digital Currency using your Invest Account you are buying directly from Circle Inc. Once you have completed a purchase of Digital Currency, your Invest Account will reflect a reduced U.S. Dollar balance and increased Digital Currency balance in the amounts reflected on the screen displayed prior to transaction confirmation.

Once such purchase transaction has been confirmed and reflected in your Invest Account balance, such sale is final and irreversible except as detailed in Section 15 (Unsettled Deposits; Insufficient Funds) below.

Circle Inc. does not guarantee your ability to buy Digital Currency, and your ability to buy Digital Currency may be delayed or unavailable as a result of availability of such Digital Currency, Digital Currency network issues, system downtime, or as Circle Inc. may determine in its sole discretion.

Selling Digital Currency

To sell Digital Currency using your Invest Account you must have a positive balance of such Digital Currency sufficient to cover the amount you wish to sell. When you sell Digital Currency using your Invest Account you are selling directly to Circle Inc. Once you have completed a sale of Digital Currency, your Invest Account will reflect a reduced Digital Currency balance and an increased U.S. Dollar balance in the amounts reflected on the screen displayed prior to final transaction confirmation. Once such sale transaction has been confirmed and reflected in your Invest Account balances, such sale is final and irreversible except as detailed in Section 8 below.

Your ability to sell Digital Currency may be delayed or unavailable as a result of Digital Currency network issues, system downtime, or as Circle Inc. may determine in its sole discretion.

Withdrawing Funds

To withdraw funds from your Invest Account you have a linked and verified bank account that is held in your own name. When you execute a withdrawal you authorize Circle LLC to take all necessary steps to verify such bank account before processing such withdrawal.

Circle LLC does not guarantee your ability to complete withdrawals, and withdrawals may be delayed or unavailable as a result of bank issues, Circle system downtime or as Circle LLC may determine in its sole discretion is necessary to investigate fraud or illegal activity. Your ability to withdraw funds may also be prohibited or delayed if you have deposits that have been credited but not yet settled.

8. Fees; Conversion Rates

Fees

Except for the fees listed in this Agreement (please see Section 15 on failed deposits, below), Circle LLC does not charge any fees for depositing U.S. Dollars from a linked bank account, maintaining a balance in U.S. Dollars or withdrawing U.S. Dollars to a linked bank account. You are responsible for any fees that may be charged by your bank in connection with deposits or withdrawals. 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.

Conversion Rates for Digital Currency Transactions

While Circle Inc. does not charge direct fees for buying or selling Digital Currency, Circle Inc. establishes the conversion rate for buying Digital Currency and selling Digital Currency independently (as applicable, the “Conversion Rate”). You acknowledge that at any given time the Conversion Rate for selling Digital Currency may not be the same as the Conversion Rate for buying Digital Currency, and that Circle Inc. may add a margin or “spread” to the applicable conversion rate.

Circle Inc. will always show you the applicable Conversion Rate at the time you are completing the purchase or sale of Digital Currency. You acknowledge that the Conversion Rates between U.S. Dollars and a specific Digital Currency are constantly fluctuating and that Circle Inc. is not responsible for any increase or decrease in such Conversion Rate including during times where buying and/or selling Digital Currencies is disabled, including, without limitation, periods of downtime of Circle Invest. Circle Inc.’s only obligation to you with respect to Conversion Rate is to execute the purchase or sale of Digital Currency at the displayed Conversion Rate once the transaction has been confirmed and completed.

You acknowledge that when you hold Digital Currency in your Invest Account your only means of selling Digital Currency is to sell it directly to Circle Inc. at the then current Conversion Rate, regardless of whether or not the Conversion Rate is less favorable than that of other platforms that allow for the buying or selling of Digital Currency. Circle Invest does not currently support sending Digital Currency to external wallets or receiving Digital Currency from external wallets.

The Conversion Rates provided by Circle are constantly changing as the market price of Digital Currencies are 24/7 and are constantly changing. If an attempted purchase or sale of Digital Currency fails and the applicable Conversion Rate changes before you can complete the transaction, we are not responsible for any value lost due to that Conversion Rate change.

9. Risk Disclosures

The value of Digital Currencies can be extremely volatile and unpredictable, and can result in significant loss in a short period of time. The value of Digital Currencies may be derived from the continued willingness of market participants to exchange U.S. Dollars (or other fiat currencies) for Digital Currency, which may result in the potential for permanent and total loss of value of a particular Digital Currency should the market for that Digital Currency disappear. There are a number of other factors, all of which are outside of the control of Circle Inc., that might result in a sudden and significant decline in the value of a given Digital Currency, including, but not limited to: (i) technical defects, limitations or changes to a given Digital Currency, (ii) the emergence of competing Digital Currencies, (iii) adverse actions taken by regulators or law enforcement (whether in the United States or globally) or (iv) the occurrence of a “fork” of a given Digital Currency (as detailed further below).

The ability for you to purchase Digital Currencies using Circle Invest is contingent on Circle Inc.’s ability to source inventory of such Digital Currencies from third party providers that are outside of Circle Inc.’s control; therefore, Circle Inc. makes no promises as to the timing or availability of the ability to purchase Digital Currencies using Circle Invest.

The software protocols that underlie Digital Currencies are typically open source projects, which means that (i) the development and control of such Digital Currencies is outside of Circle’s control and (ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability or value of a given Digital Currency.

While U.S. Dollar deposits held in your Invest Account are afforded FDIC insurance as detailed in Section 12 below, Digital Currencies are not afforded the protections of FDIC insurance or any other government-backed or third party insurance scheme.

See also the Risk Disclosures page for further risks that apply to the purchase and sale of Digital Currencies, which are incorporated into this Agreement.

10. Forks & Advanced Protocols Not Supported

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 Inc. is under no obligation to support a fork of a Digital Currency that you hold in your Invest account, whether or not such forked Digital Currency holds value at or following such fork. If Circle Inc. elects, in its sole discretion, to support a fork of a 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 Inc., in its sole discretion, does not elect to support a fork of a given Digital Currency, Circle Inc. assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported fork of a Digital Currency.

Forks of Digital Currencies can be frequent, contentious and unpredictable, and therefore cannot be consistently supported on Circle Invest. When buying, holding or selling Digital Currency using your Invest Account you should operate under the assumption that Circle Inc. will never support any forks of the supported Digital Currencies.

Circle Invest also does 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 Digital Currency, are independently created or otherwise, and regardless of whether or not such Other Digital Currencies hold any value. Holding Digital Currency in your Invest 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 Digital Currency outside of Circle.

Certain Digital Currencies are built as “tokens” that operate on the Ethereum or other protocols or are distributed to holders of Ethereum or other protocols (sometimes called an “airdrop”). Circle Invest does not support any Other Digital Currencies unless and until they are listed for purchase and sale within the Circle Invest app.

Note that in the event of a fork of a Digital Currency, Circle Inc. may be forced to suspend all activities relating to such 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 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.

11. 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 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.

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

You will receive pin code verifications upon downloading the Circle Invest application. Message and data rates may apply. Reply STOP to 247253 to Cancel and unsubscribe. For support, please call 1-800-398-7172.

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 11. Circle (247253) text messaging services are provided by Infobip for the following carriers: Alltel, AT&T, Boost, Centennial Cellular, Cincinnati Bell, MetroPCS, Sprint, T-Mobile, Unicel, U.S. Cellular, Virgin Mobile USA, and Verizon Wireless but is not compatible with all handsets. T-Mobile is not liable for delayed or undelivered messages.

12. FDIC Insurance

Section 12 applies only to account balances held in U.S. Dollars with Circle LLC, not Digital Currency held with Circle Inc. Digital Currency balances are not covered by insurance.

When you add funds to your U.S. Dollar-denominated Invest Account, the funds will be placed by us into one or more custodial accounts (“Custodial Account(s)”) maintained for the benefit of Circle LLC users at one or more banks insured by the Federal Deposit Insurance Corporation (“FDIC”), which have been established to provide pass-through FDIC insurance. Subject to the limitations set forth below, this means that if a bank holding a Custodial Account fails, you should be insured by the FDIC up to the per-depositor coverage limit then in place (currently $250,000 in most instances). Note that the FDIC insurance maximum applies to all of the funds you have on deposit with the bank that fails. Therefore, this limit applies to all funds you have deposited with Circle LLC, whether held in your Invest Account, or in any account you hold in connection with a different Circle product or service, including your Pay Account. In addition, the amount of your Circle-related funds in the Custodial Account are added to any other funds that you have in deposit accounts held in the same right and capacity at the failed bank for purposes of calculating deposit insurance coverage.

Your Circle funds will not receive the benefit of FDIC insurance before they are placed in one of the Custodial Accounts referenced above. In most instances, we will place funds into the Custodial Accounts no later than the business day after those funds are credited to your Circle Account. FDIC insurance coverage is contingent upon our maintaining accurate records and on determinations of the FDIC as receiver at the time of a receivership of a bank holding a Custodial Account.

FDIC pass-through insurance protects funds placed on behalf of a Circle user against the risk of loss (up to the then applicable FDIC deposit insurance limits) should any FDIC-insured bank(s) where we maintain Custodial Account(s) fail.

FDIC pass-through insurance does not protect you against the risk of our insolvency. In the unlikely event of our insolvency, funds we place in a Custodial Account should be protected from claims by our creditors; however, it is possible that funds that we hold before placement in a Custodial Account will not be protected from claims by our creditors. Even if funds in your Invest Account (whether held by us or held in a Custodial Account) are protected from claims by our creditors, in the unlikely event of our insolvency, it is possible that you will not have access to those funds while court or other legal proceedings are ongoing.

FDIC pass-through insurance also does not protect you against the risk that an attempted funding of your Invest Account might fail to complete or be reversed (for example, if a deposit that you complete with us is dishonored or a related credit is reversed after initial honor).

When you deposit U.S. Dollars into your Circle Invest account, we will place the funds into custodial accounts we maintain for the benefit of Circle users at one or more FDIC-insured banks. If one of the banks in which we have placed your funds fails, your funds should be insured by the FDIC up to the maximum per-depositor coverage limit (currently $250,000 in most instances).

Circle is not a bank, and FDIC insurance does not protect you against the risk of our insolvency. Also, when you add funds to your Circle Invest account, it will take us approximately one business day to place your funds into a custodial account. Your funds will not be insured by the FDIC until we deposit them into the account we maintain at the FDIC-insured bank.

If you have both a Circle Pay account and a Circle Invest account, the coverage limit applies to both balances collectively. So if your Circle Pay account balance exceeds the coverage limit, then your Circle Invest account balance may not be covered by FDIC insurance, and vice versa.

13. Transaction Limits

Circle reserves the right to change the deposit, withdrawal, conversion, storage, and velocity limits on your Invest Account as we deem necessary. We may establish individual or aggregate transaction limits on the size or number of deposits,withdrawals, purchases, or sales that you make during any specified time period.

A “velocity limit” relates to the speed and frequency of transactions. If you are making 20 deposits per day, we might need to slow you down a bit.

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

We reserve the right to change, suspend, or discontinue any aspect of the Services at any time, including hours of operation or availability of any feature, without notice and without liability. We may decline to process any deposit, withdrawal, purchase, or sale without prior notice and may limit or suspend your use of one or more Services at any time, in our sole discretion. Suspension of your use of any of the Services will not affect your rights and obligations pursuant to this Agreement. We may, in our sole discretion, delay deposits, withdrawals, purchases, or sales if we believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of this Agreement.

15. Unsettled Deposits; Insufficient Funds

Once you authorize a deposit of U.S. Dollars into your Invest Account from a linked bank account, Circle LLC will provisionally approve such deposit and make such funds available to you within your Invest Account for the purchase of Digital Currency (“Unsettled Deposit”). Regardless of whether or not your Invest Account reflects the purchase of Digital Currency, no purchase or sale of Digital Currency using funds of a Unsettled Deposit shall be final until such deposit is finally settled and Circle LLC actually receives such deposit. Circle Inc. will always use settled deposits for completing the purchase of Digital Currency before using any unsettled deposits. You are responsible for any losses associated with an Unsettled Deposit that fails to complete, whether as a result of fees charged by your bank or the loss of gain in Digital Currencies purchased with such Unsettled Deposit. In addition, for any deposit that fails, you will be charged a $30 fee and we may elect, in our sole discretion, to close your account as a result.

When you make a deposit, Circle Inc. lets you use that money to buy Bitcoin and other Digital Currencies instantly even though the deposit is still processing. If, for example, that deposit fails because you didn’t have enough money in your bank account to cover the deposit, then we’re forced to cancel those purchases and charge a $30 fee.

If at any point your Invest Account has a negative U.S. Dollar balance (as a result of a deposit being charged back, rejected, reversed or otherwise), Circle LLC may deduct amounts you owe from the balance of your Invest Account from funds you subsequently deposit into your Invest Account or from any other account that you hold with Circle (e.g., your Pay Account). If Circle LLC requests that you complete a deposit in order to resolve a negative balance issue and you fail to do so, you authorize Circle to initiate a deposit in the amount of such deficiency from your linked bank account. If such negative balance is not resolved in a timely manner, Circle LLC may, in its sole discretion, suspend or close your Invest Account. If you have created more than one account (in violation of Section 2, above), Circle LLC may set off the negative balance in one account by using any balance that you hold in any other accounts (and then close such additional accounts).

If you maintain a positive Digital Currency balance in your Invest Account and Circle LLC is not able to immediately resolve your negative U.S. Dollar balance, you hereby authorize Circle Inc. to liquidate Digital Currency held in your Invest Account equal to the lesser of (i) the amount of Digital Currency required to bring your U.S. Dollar balance to zero and (ii) the total amount of Digital Currency you hold. All forced liquidation of Digital Currency will be completed at the then applicable Conversion Rate for each such Digital Currency at the time that Circle Inc. completes such liquidation to offset your negative U.S. Dollar balance. To secure your performance of this Agreement, you grant to Circle LLC a lien on and security interest in and to any U.S. Dollar balance in your Invest Account and grant to Circle Inc. a lien on and security interest in and to any Digital Currency Balance in your Invest Account.

For example, if you deposit $100 and purchase $100 worth of Bitcoin and your deposit is subsequently rejected or reversed, Circle Inc. may be forced to liquidate the Bitcoin you purchased in order to cover the now negative $100 U.S. Dollar balance in your Invest Account.

In the event that Circle is forced to engage a third party to assist with the recovery of any negative balance, overdraft or chargeback, 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 or convenience fees charged by third parties. You hereby explicitly agree that all communication in relation to 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.

16. Refunds; Reversals

Once a transaction has been initiated, it cannot be reversed. Deposits using a bank account may be reversed or may be subject to a chargeback or related claim. Except as set forth in this Agreement, all payment transactions processed through the 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 payment transactions made using that payment method. You can also always access the record of your transactions by logging into your Invest Account.

17. Restricted Activities

In connection with your use of 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, pornographic, violent, obscene or copyrighted images or materials for use as an avatar, in connection with a transaction, or otherwise.

18. Unauthorized Transactions

If an Unauthorized Transaction (as defined below) or Error (as defined below) occurs through your Invest Account, and you follow the procedures set forth in this Section 18, Circle will reimburse you for the amount of any eligible Unauthorized Transaction and any losses resulting from an Error, subject to the limitations set forth in this Section 18.

What Constitutes an Unauthorized Transaction or Error?

For purposes of this Section 18, “Unauthorized Transaction” means a transaction that was initiated from your Invest Account without your authorization and that does not benefit you.

For example, if someone steals your phone and makes a purchase of Digital Currency without your permission, it would constitute an Unauthorized Transaction. However, if you share your login credentials with someone who then purchases Digital Currency without your permission, that would not constitute an Unauthorized Transaction.

For purposes of this Section 18, an “Error” means one of the following: (i) if your bank account is charged for a deposit, Circle receives the funds, but it doesn’t show up in your Invest Account, (ii) if you complete a withdrawal and the funds are not properly delivered by Circle to your bank account, (iii) if the transaction records in your Invest Account do not accurately reflect your transactions, or (iv) there is some other material mathematical or computational error by Circle.

Notifying Circle of an Unauthorized Transaction or Error

You should notify us immediately if you believe that (i) an Unauthorized Transaction or Error has occurred, (ii) your password and/or two-factor authentication access has been compromised, (iii) a device on which you have downloaded the Circle Invest app or which contains an active Circle Invest 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.

Remember, if your Circle Invest-enabled phone is ever lost or stolen, in addition to notifying Circle immediately, you can also login on another device and force all other active devices and sessions to be logged out through the Settings menu.

In order for Unauthorized Transactions or Errors to be covered by Circle, you must notify us within sixty (60) days of such Unauthorized Transaction or Error showing up in your transaction history and/or account statement. If you do not notify us within sixty (60) days, then you will not be covered by the protections of this Section 18.

Notification Process

The fastest and most efficient way to notify us of an Unauthorized Transaction or Error is to contact Support via email at support@circle.com. You can also notify us by phone during our phone support hours by calling 1-800-398-7172 or by sending an old fashioned letter to Circle Internet Financial, Inc., PO Box 52235, Boston, MA 02210. If you choose to notify us by phone, we may require that you follow up any phone discussion with a written confirmation within ten (10) business days so that we have a documented record of your notification.

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

Note that in connection with investigating and/or resolving any Unauthorized Transaction or Error, we may need to request further information from you regarding the circumstances of the Unauthorized Transaction or Error. If you do not provide such additional information, it may inhibit our ability to resolve your issue or your rights under this Section 18.

Steps Circle Will Take Following Notification

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

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

Your Liability for Unauthorized Transactions

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

Due to these limitations, you should always keep a close eye on your account, push notifications, email receipts and monthly account statements that you receive from Circle to make sure that such transactions are authorized or so that you can avail yourself of the full benefits of this Section 18.

19. Taxes

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

20. 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 20, 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 20 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).

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

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

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

21. 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.

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

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

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

Circle will make reasonable efforts to ensure that requests for electronic debits 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 states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.

22. Force Majeure

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

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

23. 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 32 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 American Arbitration Association (“AAA”) rules for arbitration of consumer-related disputes (available from AAA on its website at www.adr.org), as modified by this Agreement, or in accordance with rules on which we may mutually agree; provided, however, that to the extent a Dispute is within the scope of a small claims court’s jurisdiction, either you or Circle may commence an action in small claims court, in the county of your most recent physical address, to resolve the Dispute.

Any arbitration will be conducted by a single, neutral arbitrator and shall take place in the county of your most recent physical address. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction. An arbitral decision is subject to very limited review by a court. This Agreement evidences a transaction involving interstate commerce, and therefore, the Federal Arbitration Act (“FAA”) applies to this Agreement, including the agreement to arbitrate set forth in this Section 23. We each agree that the FAA, and not state law, shall govern whether a Dispute is subject to arbitration.

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

24. Amendments

We 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 User Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Invest Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of this Agreement.

If the revised Agreement includes a material change we will provide you with prior notice via our website and/or email before the material change becomes effective. For this purpose a “material change” means a significant change other than changes that (i) are to your benefit, (ii) are required to be made to comply with applicable laws and/or regulations or as otherwise required by one of our regulators, (iii) relates to a new product or service made available to you, or (iv) to otherwise clarify an existing term.

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

25. 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. 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 Support and asking us to close your account.

26. Survival

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

27. Third Party Applications

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

28. Website; Third Party Content

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

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

29. Limited License; IP Rights

We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of this Agreement, to access and use the the Services solely for approved purposes as determined by Circle. Any other use of the Services 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, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the Services may be terminated pursuant to this Agreement. "Circle.com", "Circle", “Circle Pay”, “Circle Invest”, 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.

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

30. Unclaimed Property

If Circle is holding funds in your Invest 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.

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

31. Legal Compliance

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

32. Governing Law; Venue

The laws of the Commonwealth of Massachusetts and applicable United States federal law, including the Federal Arbitration Action as specified herein, shall govern this User Agreement. Except for those disputes that shall be resolved in arbitration or in small claims court pursuant to Section 23, 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 23.

33. 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 24. The heading and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. This Agreement, including Circle’s policies governing the Services referenced herein, the Privacy Policy, the Cookie Policy and the E-Sign Consent constitute the entire agreement between you and Circle with respect to the use of the 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.

34. Additional Disclosures

California money transmission services are provided by Circle Payments, LLC, NMLS # 1415802. Circle Payments, LLC's licensed activity is limited to fiat offerings in the state of California and is not inclusive of digital assets offerings.

In California, Circle Payments, LLC is licensed as a money transmitter (NMLS ID: 1415802; License Number 2549). If you have questions or a complaint, please first contact Circle at (888) 762-4966 or visit Circle's Support Portal.

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 consumer.services@dfpi.ca.gov, or by mail at:

Department of Financial Protection and Innovation

Attn: Consumer Services Office

2101 Arena Blvd

Sacramento, CA 95834

Questions? Concerns? Suggestions?

Please contact Support to report any violations of this User Agreement or to ask any questions regarding this User Agreement or the Services.

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