DEVELOPER TERMS OF SERVICE

Last updated: June 30, 2023

These Circle Developer Terms of Service (“Terms”) constitute a binding legal agreement between you (“you,” “your”) and Circle Technology Services, LLC (on behalf of itself and any other affiliates listed below to the extent relevant) (“Circle,” “we,” “our” or “us”) governing your use of Circle’s software development tools, programs and utilities, as well as any plug-in or other application programming interfaces (“APIs”), sample code and related guides and documentation (collectively the “Developer Tools”). As detailed below, depending on where you are located and which service you use, the term “Circle” in these Terms will mean the related entity set forth below.

By using the Developer Tools, and related materials made available to you, you agree to be bound by these Terms and any documentation and guidelines accompanying the Developer Tools and all other terms, policies, and guidelines applicable to your use.

Your access to and use of Circle Developer Tools and Content; Fees
1. You must be at least 18 years and the age of majority in your country of residence to use the Service. You hereby represent that your use of the Developer Tools is for business purposes only and not household or other personal purposes.
2. You may use the Developer Tools to access information created or retained in a Circle developer account (“Circle Developer Account” and such information therein (excluding information provided by you), “Content”) and use Circle’s services contemplated hereunder (‘Services”) in connection with the applications, websites, products or services you operate and offer that interact with Developer Tools (“Your Service”). Certain Developer Tools may require you to agree to additional or supplemental terms, including, without limitation, the terms referenced in sub-section (j) below. You are solely responsible for, and Circle disclaims all liability for, Your Service.
3. For the avoidance of doubt, your access to the Services is contingent on your maintenance of a Circle Developer Account and access to the Platform. You cannot register for or maintain a Circle Developer Account if you have previously been banned from accessing or using the Services. Registration may require you to submit to us certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method that you are authorized to use and is supported by Circle. For more information regarding Circle’s use of your personal information, please see our Privacy Policy. You agree to maintain accurate, complete, and up-to-date information in your Circle Developer Account, including a valid address and payment method. Unless otherwise permitted by us in writing, you may only possess one Circle Developer Account and you may not assign or otherwise transfer your account to any other person or entity. You are responsible for all activity that occurs under your Circle Developer Account.
4. By registering a Circle Developer Account or using any of the Services, you agree that you have read, understood and accept all of the terms and conditions contained in these Terms as well as the Privacy Policy, Cookie Policy, and E-Sign Consent Policy, and you acknowledge and agree that you will be bound by these agreements and policies.
5. Your use of the Developer Tools and Content are subject to certain limitations on access, calls and use as set forth in these Terms, in the Circle documentation accompanying such Developer Tools, or as otherwise provided to you by Circle. If Circle provides you any developer credentials, you must use them with applicable Developer Tools. You will not misrepresent or mask either your identity or Your Service’s identity when using the Developer Tools or developer accounts. If Circle believes that you have attempted to exceed or circumvent these limitations, your ability to use the Developer Tools and Content may be temporarily or permanently blocked without prior notice. By choosing to develop any software or application using the Circle Developer Account or the Developer Tools, you agree that: (i) you will not make any misrepresentations to or mislead our users or any third party; (ii) you will avoid any conflict of interest or engage in any intentional unethical conduct; and (iii) you will not intentionally or negligently cause any reputational harm to Circle. >
6. Circle may update the Developer Tools at any time, and may discontinue support for previous versions of the Developer Tools at Circle’s sole discretion. Circle will make reasonable efforts to notify you when a version of the Developer Tools will no longer be supported.
7. You will use the Developer Tools and operate Your Services, which access the Developer Tools, only as permitted by applicable law. You will not use the Developer Tools to encourage or promote illegal activity. You will only access the applicable Developer Tools following the implementation instructions and other requirements specified in the documentation for such Developer Tools, or as otherwise provided by Circle from time to time.
8. You are fully responsible for the security of Your Services and the data on your site and processed via Your Services. You agree that at all times you and Your Services will, at your effort and expense, be compliant with all applicable laws in respect of data privacy and information security and any otherwise applicable industry standards based on the nature of Your Services (e.g., PCI standards in the context of payment processing services). At Circle’s request, you will promptly provide us with documentation evidencing your compliance with any such applicable law or standards. You will use and access the Developer Tools in accordance with the documentation and instructions provided by Circle.
9. You provide Circle with a paid-up, royalty-free, revocable, worldwide, non-exclusive, non-transferable license to use Your Services solely for testing, review or other related purposes from time to time in order to ensure that Your Services comply with these Terms. You may revoke this license at any time by providing written notice to us. If you revoke this license, your access to the Developer Tools and Content and these Terms will immediately terminate.
10. Certain Services and other services that may be provided by Circle or its affiliates may require that you enter into supplemental terms to these Terms (such other terms, generally “Additional Terms”). To the extent that any such Additional Terms apply to a service, you will be presented with such Additional Terms prior to being able to access such services. In addition, to the extent that any such Services may involve a fee, the related Additional Terms shall set forth information about such fees and payment terms and will include information and disclosures about payment methods, including, without limitation, credit and debit card payments.
11. Some Services may require the payment of fees in respect of the Services themselves or in respect of versions of, or features within, such Services. The terms with respect to any such fees shall be set forth herein or in the related Additional Terms.
12. You, as a developer, may receive updates and information from Circle or its affiliates that constitutes Confidential Information. “Confidential Information” includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. You agree not to disclose such Confidential Information or any announcements that Circle notes as embargoed without Circle’s prior written consent. You may disclose Confidential Information when compelled to do so by law if you provide us reasonable prior notice unless a court orders that we not receive notice.
13. You agree to comply with all applicable “Data Protection Law” (which means, collectively, all laws and regulations that apply to processing of personal data under or in connection with these Terms, including applicable international, national, federal, state, provincial, and local laws, rules, regulations, directives and governmental requirements relating to privacy, data protection, or security) in performing your obligations under these Terms. The obligations include, without limitation:
  1. providing notices of data breach as required by applicable Data Protection Law;
  2. making an appropriate privacy notice or privacy policy (based on applicable Data Protection Law) available to users of Your Service;
  3. processing Content data only in accordance with the above-referenced privacy notice or privacy policy;
  4. promptly notifying Circle of any actual or reasonably suspected data breach in respect of any of your Circle Developer Account or Your Services or other platform or services that you own or control that involves or incorporates any of the Developer Tools (but in no event more than 72 hours following your knowledge or notice thereof); and
  5. implementing reasonable measures to ensure that Your Service is not used by users under the age of 18 and does not collect personal data (as contemplated under applicable Data Protection Law) from users known to be under the age of 18 without obtaining all required consents and permissions to do so.
14. Circle may use your data and information you provide solely to the extent necessary to fulfill its obligations under these Terms and to comply with applicable law, in each case, in accordance with the Privacy Policy. Circle agrees to comply with all applicable Data Protection Law in performing its obligations under these Terms.
  
  You and Circle agree that neither is the data processor of the other party under any applicable Data Protection Law, nor are you and us acting together as joint data controllers. You and Circle further agree that no monetary or other valuable consideration is provided to either party in exchange for any personal data (whether included in the Content or otherwise) and that data sharing conducted pursuant to these Terms does not constitute a sale of personal data under any applicable Data Protection Law.
15. You agree to: (i) be solely responsible for the accuracy, quality, integrity and legality of all information you share with Circle or its affiliates and (ii) use the APIs, your Circle Developer Account and Developer Tools only in accordance with the terms of these Terms, all other applicable Circle terms and policies, and all applicable law. >
16. You acknowledge and agree that, unless otherwise agreed by the parties, neither Circle nor any of its affiliates is acting or will act on your behalf or on your or your end users’ behalf as a money transmitter or a money services business (as those terms are commonly construed under applicable law) or in any other similar capacity except as expressly provided in these Terms. You acknowledge and agree that you will be solely responsible for collecting and remitting to any taxing authority any sales, value-added or similar taxes for Your Service, as well as resolving any disputes that may arise between you and any party that uses Your services.
17. You are responsible for obtaining the data network access necessary to use the Services. Mobile network data and messaging rates and fees may apply if you access or use the Services from a mobile device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Circle does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. We are not responsible for any delays, delivery failures, or damage, loss or injury resulting from any such issues.
18. The Services operate on, and in relation to, certain supported blockchains. This means that third parties can elect to support or utilize the Services on their platforms without any authorization or approval by Circle or anyone else. As a result, Services supported 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 any Services in connection with any non-Circle platforms.
  
  Circle does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any blockchain. Any such attacks or delays on any such blockchain might materially impact you or Your Services and Circle shall bear no responsibility for any losses that result from such issues.
  
  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 Services. You understand that the Services may experience operational issues that lead to delays. You agree to accept the risk of any issues resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Circle accountable for any related losses.
  
  You are responsible for complying with all applicable law, including, without limitation, in respect of the creation, operation and maintenance of Your Services. You agree that Circle is not responsible for determining whether or which laws may apply to Your Services, including, without limitation, tax or money laundering or terrorist finance laws. You are solely responsible for reporting and paying any taxes arising from your use of the Services, including any accurate reporting of the tax or legal status of USDC in your jurisdiction.
  
  The regulatory status of 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 blockchain technology and its applications. Accordingly, it is not possible to determine how your use of the Services 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 or actions at the U.S. state, U.S. federal, or international level may adversely affect your use of the Services.
  
  Circle reserves the right to support or cease support for certain blockchains or protocols in the future in its sole discretion. Upon Circle’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your use of the Services to another blockchain or protocol identified by Circle. If you fail to effectuate such migration, the related Services may not be compatible with your Circle Developer 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.
19. If you submit any comment or idea about improvements to the Development Tools or Circle Developer Account (an “Idea”) to Circle, Circle will presume that your submission was voluntary, unsolicited by Circle, and delivered to Circle without any restrictions or confidentiality obligations on Circle’s use of the Idea. You hereby assign all right, title, and interest in and to any Idea or Feedback (as defined below) that you submit or provide to Circle, whether or not the submitted Idea or Feedback is protectable by intellectual property laws of your or Circle’s related jurisdiction. You agree that Circle has no fiduciary or any other obligation to you in connection with any Idea or Feedback that you submit or provide to Circle, and that Circle is free to use, copy, display, perform, distribute, modify and re-format such Idea or Feedback in any manner that Circle may determine, without any attribution or compensation to you.
Developer Tools Access Prohibitions

You will not, nor will you permit another party to:
1. sell, rent, lease, sublicense, redistribute or syndicate access to the Developer Tools or to Content other than your own;
2. create a service that functions substantially the same as the Developer Tools or any Circle service; or
3. use any of the Services in a manner that violates the terms of our Developer Acceptable Use Policy, which policy is incorporated by reference herein.
No Agency.

You will not make statements or represent yourself or Your Service as an agent of Circle or mislead or deceive any party with respect to your relationship with Circle or Circle’s involvement in providing any of the functionality included in Your Service.
Submission of User Content

Certain Developer Tools allow for the submission of your own information (“User Content”), and except as expressly provided in these terms, Circle does not acquire any ownership of any intellectual property rights that you hold in the User Content that you submit using the Developer Tools. By submitting, posting or displaying User Content to or from the Developer Tools through Your Service, you give Circle a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content. However, Circle will only use such User Content for the purpose of enabling Circle to provide its services, the Developer Tools and only in accordance with the Privacy Policy and other applicable Circle policies. You represent that, before you submit User Content via the Developer Tools and Your Service, you have the necessary rights (including any necessary rights acquired from related end users) to grant us the license.
Use of Circle Marks

Each party agrees that it will not, nor will its affiliates, employees or agents, without prior written consent of the affected Party in each instance: (a) use in advertising, publicity, marketing or other promotional materials or activities, the name, logos or trademarks of the other Party, its affiliates or their respective partners or employees; or (b) represent, directly or indirectly, that any product or any service provided by one Party has been approved or endorsed by the other Party.

We may periodically make available certain logos, trademarks, or other identifiers for your use as set forth in the Logo Guide (“Circle Marks”). If we explicitly do so, you will use them subject to and in accordance with Circle’s then-current Circle Mark Policies. Circle may limit or revoke your ability to use Circle Marks at any time. All rights not provided in the Circle Mark Policies are expressly reserved by Circle. We may change Circle Marks from time to time. In the event that Circle Marks, Logo Guide or Circle Mark Policies are changed, you agree to (a) use the then current version of the Circle Marks and (b) use Circle Marks consistent with the then current Circle Mark Policies.
Ownership; Feedback
1. You acknowledge and agree that as between you and Circle, Circle owns all right, title and interest in and to the Developer Tools, Circle Marks, and Circle services (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld.
2. Subject to Section 1 above and this Section 6, as between you and Circle, you retain all worldwide right, title and interest in and to Your Service, including but not limited to all intellectual property rights therein.
3. You may provide Circle with comments concerning Content or the Developer Tools or your evaluation and use thereof. You agree that Circle and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.
Early Access Services.

From time to time, Circle may offer services identified as early access, developer preview, beta, or test products or services (or by description of similar import) and make them available to you under the terms hereof (each, an “Early Access Service”).

Your participation or use of an Early Access Service, will be governed by the terms of this Agreement, including the terms and limitations set forth in this Section 7. To the extent you utilize any such Early Access Service, such initial use shall automatically (without any further action required by either Party or any other person or entity) constitute your agreement to these terms with respect to such Early Access Service. You understand and acknowledge that the Early Access Service is still in a testing phase and is likely to contain errors and/or defects. In addition to the disclaimers set forth elsewhere in these terms, you agree that the Early Access Service is provided "AS IS" and "AS AVAILABLE." You agree not to rely on the performance or correct functioning of the Early Access Service and hereby waive (i) any right to make any claim, demand, suit or other action for any loss or other damage against Circle or any of its affiliates in connection with its use of any Early Access Service and (ii) any indemnity provided by Circle hereunder or otherwise. You understand and agree that we may change, withdraw, terminate your access to, testing of and/or use of, or discontinue the Early Access Service (or any portion thereof) at any time and in our sole discretion, with or without notice to you. Your use of the Early Access Service may be subject to additional limitations or conditions on a product-specific basis, which we may communicate to you through the platform, via email or through any other means as determined in our sole discretion. During your use of the Early Access Service, you will use commercially reasonable efforts to provide suggestions, comments or ideas and report issues or problems related to your use of the Early Access Service (collectively, "Feedback") to us in a timely basis or as otherwise agreed between the parties in writing (email will suffice). You agree not to disclose Feedback to any third party and hereby assign to us all right, title and interest in and to any Feedback, without any right to compensation or other obligation from us.
Termination

We may terminate these Terms or suspend or terminate your use of the Developer Tools or the Services (or any portion thereof) at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Developer Tools, the Services or any feature or aspect of the Developer Tools or Services. We will take reasonable steps to notify you of termination by email or at the next time you attempt to access your Circle Developer Account or the Developer Tools. You may also terminate these Terms by deactivating your Circle Developer Account at any time.

If these Terms, your Circle Developer Account or your use of the Services is terminated or suspended for any reason or no reason: (a) the license and any other rights granted under these Terms and any other applicable terms will end, (b) we may (but have no obligation to other than to the extent required by applicable law) delete your information and account data stored on our servers, and (c) Circle shall not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of your Developer Tools, your use of the Services or for deletion of your information or account data.

If your Circle Developer Account is terminated or suspended, you agree to: (i) continue to be bound by these Terms to the extent such provisions survive termination; (ii) immediately stop using your Circle Developer Account and the Developer Tools; and (iii) immediately stop accessing all Content; and d) delete all Content from your systems. You further agree that Circle has the right to audit your compliance with the foregoing obligations, including for up to three years after your Circle Developer Account has been terminated.
No Warranties

DEVELOPER TOOLS ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, CIRCLE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

CIRCLE DOES NOT WARRANT OR GUARANTEE THAT THE DEVELOPER TOOLS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE DEVELOPER TOOLS WILL MEET YOUR REQUIREMENTS; THAT THE DEVELOPER TOOLS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE DEVELOPER TOOLS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DEVELOPER TOOLS ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

Circle does not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a third party. Circle does not have control of, or liability for, goods or services that are paid for using the Developer Tools.

You also understand and agree that Circle does not control any products or services sold or offered by third parties using the Services. Circle is not liable for any losses or issues that may arise from such third-party products or services, including, but not limited to, failure to comply with applicable law and regulations, the quality and delivery of such products and services, or your satisfaction with any products or services. If you are not satisfied with any goods or services purchased from a third party using our services, you must handle those issues directly with such third-party.
Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRCLE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE DEVELOPER TOOLS. IN ALL CASES, CIRCLE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL CIRCLE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE DEVELOPER TOOLS OR YOUR CIRCLE DEVELOPER ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CIRCLE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE DEVELOPER TOOLS OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE DEVELOPER TOOLS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE DEVELOPER TOOLS; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE DEVELOPER TOOLS BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE DEVELOPER TOOLS; AND/OR (VII) YOUR SERVICES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF CIRCLE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE DEVELOPER TOOLS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR (B) $250.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Indemnity

You will indemnify, defend, and hold us (and our employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms, including without limitation any violation of our policies; (b) your wrongful or improper use of the Developer Tools, Content or User Content; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any other party’s access and/or use of the Developer Tools with your unique name, password or other appropriate security code; or (f) your willful misconduct, gross negligence or fraud.
Modification of Terms; Relationship with Circle Entities

We may amend these Terms and the Developer Tools, including any applicable accompanying documentation and guidelines, at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website or communicating it to you through your Circle Developer Account (each a “Revised Version”). The Revised Version will be effective immediately as of the time it is posted, but will not apply retroactively. Your continued use of and access to the Developer Tools after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute (as defined in Section 13) that arose before the changes will be governed by the terms of service in place when the Dispute arose. You may not amend these Terms without our prior written consent.

If you are a user from anywhere in the world, you are contracting with Circle Technology Services, LLC.
Dispute Resolution and Binding Individual Arbitration

“Disputes” are defined as any claim, controversy, or dispute between you and Circle, its suppliers, service providers or licensors (or their respective affiliates, agents, directors or employees), whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or Circle that occurred before the effective date of these Terms, including any claims arising from or relating in any way to these Terms or any matter relating to the Circle Developer Account or the Services.

General

You and Circle agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST CIRCLE. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

Pre-Filing Requirement to Attempt to Resolve Disputes.

Before an arbitration is commenced, you or Circle agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Circle should be sent by email to arbitration@circle.com or by mail to Circle Technology Services, LLC, Attn: Arbitration Provision, 99 High St., Suite 1701, Boston, MA 02110, USA. Any Notice sent to you will be sent to the address on file for your account. The Notice must: (i) include your name and account number; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that state or federal courts in Boston, Massachusetts, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

Scope of Arbitration.

If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by JAMS Mediation, Arbitration, ADR services (“JAMS”) in accordance with The Comprehensive Arbitration Rules and Procedures of JAMS (available from JAMS on its website at www.jams.com). You and Circle will have the right to file early or summary dispositive motions and to request that the relevant expedited procedures apply regardless of the claim amount. An arbitration will be conducted by a single, neutral arbitrator and shall take place in Boston, Massachusetts, USA unless otherwise mutually agreed by the Parties.

Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms and/or any Additional Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Small Claims Court.
Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the JAMS, the other party may, in its sole discretion, inform JAMS that it chooses to have the Dispute heard in small claims court. At that time, JAMS will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.

Arbitration Procedures.
The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in Boston, Massachusetts, at another mutually agreeable location or, if both parties agree, by telephone or videoconference. Any arbitration shall be conducted in English. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Circle values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.

Arbitration Fees.
In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you and Circle also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services.

Opt Out.
You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after you create a Circle Developer Account or we first provide you with the right to reject this provision.

The Opt Out may be mailed to Circle Technology Services, LLC, Attn: Arbitration Provision, 99 High St., Suite 1701, Boston, MA 02110, USA. Alternatively, you may send an email with the subject line "Opt Out of Arbitration" to customer-support@circle.com.

Any Opt Out notice must include your name, address, phone number and the email address(es) you used to sign up and use the Services. You must send such a notice in order to opt out of this provision. Opting out will not affect any other aspect of the Terms, Additional Terms, or the Services, and will have no effect on any other or future agreements you may reach to arbitrate with us.

Court Proceedings
Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state or federal courts in Boston, Massachusetts.
Governing Law

These Terms are governed by Delaware law without regard to its choice of law or conflicts of law principles and/or applicable the federal law of the United States. Any arbitration related to any Dispute will be governed by the Federal Arbitration Act, as set forth above.
Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one (1) year after the cause of action accrues.
Assignment

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void. We may assign these Terms without your consent, including to any Circle affiliate or subsidiary.
Other Provisions

These Terms and any other applicable terms or policies, are a complete statement of the agreement between you and Circle regarding the Developer Tools and the Services. If any provision of these Terms is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Terms do not limit any rights that Circle may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

From time to time, we may request you to certify, in writing, that you are in compliance with these Terms and all other applicable terms and policies, and the purpose or use of the Circle Developer Account and related data that you have access to, and that each such purpose or use complies with these Terms and all other applicable terms and policies. All such certifications and attestations must be provided by an authorized representative of yours in writing.
Survival

The following sections of these Terms survive and remain in effect in accordance with their terms upon termination of these Terms: 1(l) Confidentiality, 1(r) (Idea Submissions), 3 (No Agency), 4 (Submission of User Content), 6 (Ownership. Feedback), 8 (Termination), 9 (No Warranties), 10 (Limitation of Liability), 11 (Indemnity), 12 (Dispute Resolution and Binding Individual Arbitration), 13 (Governing Law), 14 (Limitation on Time to Initiate a Dispute), 15 (Assignment), 16 (Other Provisions) and 17 (Survival).

Circle Developer Terms & Conditions