SERVICE TERMS

These SERVICE TERMS are made as of the date that you accept the terms hereof (“June 30, 2023”) (whether electronically or otherwise) between you or your entity, as the case may be (“Customer”) and the relevant entity that is party to your Circle Developer User Agreement based on your location (“Circle”). Each shall be referred to as a “Party” and together the “Parties”.

RECITALS

The Customer wishes to obtain certain services from Circle and Circle is willing to provide such services pursuant to the terms of this Agreement.

Circle is the supplier of various financial services, including the Developer Account Services (as defined below) and other services as described in the appropriate schedule(s) hereto from time to time (each, a “Schedule”).

THE PARTIES AGREE AS FOLLOWS:

Definitions. Except as otherwise specified in this Agreement and all Schedules, exhibits and appendixes hereto, capitalized terms shall have the following meanings:
1. “Acceptable Use Policy” means Circle’s Developer Acceptable Use Policy located set forth here: https://console.circle.com/legal/acceptable-use-policy.
2. “Affiliate” means any entity Controlling, Controlled by, or under common Control with a Party.
3. “Agreement” means these terms and conditions, and any and all Schedules, exhibits and appendixes hereto, as they may be amended from time to time.
4. “Business Day” means any day other than a Saturday or Sunday, or on a day which banks are open for normal business in the country of organization of Circle.
5. “Charges” is defined in Section 7(b)(i).
6. “Circle Cookies Policy” means the Circle Cookies Policy located at https://www.circle.com/en/legal/cookie-policy.
7. “Circle Developer User Agreement” means the Developer Terms of Service set forth here: https://console.circle.com/legal/developer-terms.
8. “Circle E-Sign Policy” means the Circle E-Sign Consent Policy located at https://www.circle.com/en/legal/esign-consent.
9. “Circle Privacy Policy” means Circle’s Privacy Policy located at https://www.circle.com/en/legal/privacy-policy.
10. “Claim” means any third-party claim, suit, demand, loss, liability, damage, action, or proceeding.
11. “Confidential Information” means any information or materials disclosed by one Party to the other Party that: (i) if disclosed in writing or in the form of tangible materials, is or was marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is or was identified as “confidential” or “proprietary” at the time of such disclosure; and/or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. The terms of this Agreement shall be considered the Confidential Information of the Parties.
12. “Control” means in respect of a Party, the exercise, or ability to exercise or entitlement to acquire, direct or indirect control over such Party by means of ownership, contract or otherwise. Said definition shall include the derivatives “Controlling” and “Controlled by”.
13. “Customer Account Data” means any information provided by Customer in its application for a Developer Account.
14. “Customer Data” means Customer Account Data and Customer Transaction Data.
15. “Customer Transaction Data” means the details of the activity occurring through the Customer’s Developer Account.
16. “Developer Account” means the account which Customer establishes with Circle in order to receive Services.
17. “Developer Account Services” has the meaning set forth in Section 3(a).
18. “Documentation” means resources and materials related to the Services that Circle makes available to Customer through the Developer Account and current versions of Circle’s other support pages and portals, including user, system, installation and product release documents and definitions.
19. “DPA” means the Data Processing Addendum available here: chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://www.circle.com/hubfs/Circle-Customer-DPA-2022.pdf.
20. “Effective Date” has the meaning set forth in the preamble.
21. “EU and UK DP Law” means all applicable laws relating to data protection and privacy in the European Union and the United Kingdom, including: (i) the GDPR; (ii) the GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”); (iii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR; (iv) in the UK, the Data Protection Act 2018 (“UK DPA”); in each case, as updated, amended or replaced from time to time.
22. “Fees” means the amounts payable as set out in (or by reference in) the applicable Schedule or otherwise payable to Circle for any Services provided in connection with this Agreement.
23. “Force Majeure Event” means, in relation to a Party, an event or circumstance beyond the reasonable control of that Party or a permitted subcontractor or agent.
24. “Insolvent” means any of the following events: (a) a Party ceases to, or takes steps to cease to, conduct its business in the normal manner; (b) a Party enters into or resolves to enter into any arrangement, composition or compromise with or assignment for the benefit of its creditors or any class of them; (c) a Party is unable to pay its debts when they are due or is deemed under Legal Requirement to be insolvent; (d) a liquidator or provisional liquidator is appointed to the Party or a receiver, receiver and manager, official manager, administrator, trustee or similar official is appointed in respect of the Party or over any of the assets or undertakings of the Party; (e) an application or order is made, or a resolution is passed, for the winding up of a Party; or (f) anything analogous or having substantially similar effect to any of the above occurs, in any relevant jurisdiction.
25. “Investment Adviser” means an investment adviser as contemplated under the Investment Advisers Act of 1940 and all related rules and regulations.
26. “Investment Company” means an investment company as contemplated under the Investment Company Act of 1940 and all related rules and regulations.
27. “Legal Requirement” means applicable federal, state, and local laws, statutes, and regulations, and all applicable orders, judgments, decisions, rules, policies, opinions, attorney general opinions, or guidelines passed or issued by any Regulatory Authority or any competent court, including the Acceptable Use Policy, Privacy Laws, Sanctions, anti-corruption laws including but not limited to the Foreign Corrupt Practices Act and the UK Bribery Act, CENTRE Consortium standards, rules or requirements (as applicable), and all foreign laws regarding the same, relating to this Agreement or otherwise applicable to either of the Parties, as the same may be amended and in effect from time to time.
28. “Month” and “Monthly” as the context requires, means a full calendar month during the Term; provided, however, that (i) the first Month during the Term shall consist of the of the period beginning on the Effective Date and ending on the last day of the first full calendar month following the Effective Date and (ii) the last Month during the Term shall consist of the period beginning on the first day of the last full calendar month during the Term and ending on the last day of the Term.
29. “Network Fees” is defined in Section 7(c).
30. “Payment Method” is defined in Section 7(b)(iii).
31. “Person” means a natural person, partnership, limited liability partnership, corporation, limited liability company, trust, unincorporated association, joint venture, or other entity or any federal, state, or local government, agency, commission, department, or instrumentality.
32. “Personally Identifiable Information” means (i) nonpublic personal information, personal data or personal information, or similar terms, as such terms are defined under Privacy Laws, (ii) information that alone, or in combination with other information, relates to a specific, identifiable individual or can be used to identify an individual, including a Person’s first and last name or first initial and last name in combination with any one or more of the following data elements, which relates to such individual: (A) Social Security number; (B) driver’s license number or state issued identification card number; (C) bank or financial account number, credit or debit card number, with or without any required security code, access code, personal identification number, or password, that would permit access to an individual’s financial account; (D) tax identification number; (E) salary information; (F) a Person’s name or email address, in combination with a password or security question and answer that would permit access to an online account; (G) individually identifiable information about an individual consumer collected online by an operator from such consumer and maintained by the operator in an accessible form, including either a first and last name, a home or other physical address (including street name and name of a city or town), an e-mail address, a telephone number, or any other identifier that permits the physical or online contacting of a specific individual; (H) information related to an individual, collected from such user by a website or online service, which maintains such information in a personally identifiable form, in combination with another identifying data element that relates to such Person; or (I) information or data collected through the use or operation of an automated license plate recognition system (California only); provided, however, that “Personally Identifiable Information” shall not include information that is lawfully obtained from publicly available information or from federal, state, or local government records lawfully made available to the general public. For avoidance of doubt, Customer Data may be Personally Identifiable Information if such data otherwise satisfies the criteria set out in this definition.
33. “Privacy Laws” means all Legal Requirements concerning privacy, data security, or data protection or Personal Data or Personally Identifiable Information that apply to the Parties and their activities under this Agreement, including applicable EU and UK DP Law, Gramm-Leach-Bliley Act and all applicable state, federal and international laws, including, as applicable, the California Consumer Privacy Act.
34. “Regulatory Authority” means any governmental, regulatory authority or law enforcement department, court, agency, commission, board, tribunal, crown corporation or other law, rule or regulation making entity (including any stock exchange or central bank) that any of the Parties thereof submit to or are subject to the jurisdiction of in respect of this Agreement, and any successor or replacement of any of the foregoing.
35. “Restricted Territory” means a region, territory or country subject to Sanctions.
36. “Sanctions” means any Legal Requirement imposing sanctions, restrictions, or prohibitions on financial transactions or other business dealings that is administered or enforced by the U.S. Government (including the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of Commerce, or the U.S. Department of State and including designation as a “specially designated national” or blocked person), the United Nations Security Council, and all other relevant international sanctions authority, including any executive orders issued in relation to the imposition of sanctions.
37. “Sanctions Target” means any Person that is (i) included on any list of designated persons maintained by any Regulatory Authority pursuant to Sanctions, (ii) organized, located or resident in a Restricted Territory, or (iii) otherwise the target of any Sanctions such that a Person is prohibited from dealing with such Person, including as a result of being owned or controlled by any Person or Persons described in the foregoing subsection (i) or (ii).
38. “Service Provider” means any third party, other than an Affiliate of a Party, engaged to provide a service on behalf of a Party in connection with this Agreement.
39. “Services” means those services offered by Circle as set forth herein, including the Developer Account Services.
40. “Software Services” means the technological services identified on the Schedules hereto that are part of the Services pursuant to Section 3(a).
41. “Supported Blockchain” means any blockchain or protocol on which a Supported Digital Asset operates.
42. “Supported Digital Asset” means, as of any date of determination, any digital currency, cryptocurrency, virtual currency, or digital assets that is supported in a Developer Account and by the related Services (or portion of the related Services) at such time pursuant to the terms of the then-current Circle Developer User Agreement or as otherwise agreed between the Parties.
43. “Taxes” means any federal, state, local municipal or other government taxes of any kind whatsoever of any jurisdiction whether national or international, or other governmental taxes, duties, levies, fees, excises or tariffs, arising out of or in connection with the transactions contemplated by this Agreement, whether currently existing or hereafter imposed and including any penalties, interest or additions thereto, including (a) any U.S. state or local sales or use taxes or any value added tax or business transfer tax, (b) any such taxes imposed or assessed after the date this Agreement is terminated, and (c) any taxes similar to or in the nature of any taxes, duties, levies, fees, excises or tariffs that are described in subsections (a) through (b) of this definition, excluding in each case, any income tax relating to any fees imposed on either Party, which shall be the financial responsibility of the respective Party.
44. “Term” means the term of this Agreement as described more fully in Section 9.
Provision of Services. In consideration of the Parties’ obligations hereunder and subject to the terms of this Agreement, Circle shall use commercially reasonable efforts to provide the Services to Customer from and after the Effective Date during the Term. Circle shall only provide such Services to the extent permitted by applicable Legal Requirements.
1. Acceptable Use. Customer will not (and will not permit any third party to) use or access the Services, directly or indirectly to: (i) engage in any activity that interferes with, disrupts, damages, or accesses in an unauthorized manner the Services, servers, networks, data, or other properties of Circle or of its Service Providers, suppliers or licensors, or any Supported Blockchain; (ii) do or omit to do anything which Circle reasonably believes to be disreputable, or which is otherwise capable of damaging the reputation or goodwill of Circle; (iii) engage in any criminal, fraudulent, or other unlawful activity; (iv) sell, resell, license, sublicense, distribute, rent or lease any Services except as explicitly provided for in this Agreement, or transfer any rights granted to Customer under this Agreement other than as set forth herein; (v) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or work around any of the technical limitations of the Services, or enable functionality that is disabled or prohibited, including imposing an unreasonable or disproportionately large load on the Services, as reasonably determined by Circle; (vi) access or attempt to access non-public Circle systems, programs, data, or services; (vii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, or Documentation, except as expressly permitted by Legal Requirements; or (viii) modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in whole or in part.
2. Other Terms. Customer agrees that it has read, understands, and accepts all of the terms and conditions contained in this Agreement, the Circle Developer User Agreement, the Circle Privacy Policy, the Circle E-Sign Policy and the Circle Cookies Policy, all of which are incorporated by reference into this Agreement. If any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the foregoing agreements or policies, the related provision contained in this Agreement shall govern and control.
3. Boarding Information. Customer shall provide all reasonably requested information about Customer that Circle deems appropriate in connection with Circle’s on-boarding policies and procedures in respect of the Services. This information and any updates thereto may be requested of the Customer at any time during the Term of this Agreement and at Circle’s sole discretion. Circle reserves the right to suspend or terminate access to the Services should Customer not provide the requested information.
4. Circle’s Right to Provide Services. Circle may refuse, limit, condition, or suspend the Services or any portion of the Services that Circle believes: (a) may violate this Agreement, any Legal Requirement, or other agreements Customer may have with Circle; or (b) expose Customer, Circle, or others to risks unacceptable to Circle. If Circle suspects or knows that Customer is using or has used the Services for purposes contrary to the terms of this Agreement or Legal Requirements, Circle may share any information related to such activity with the appropriate Regulatory Authority, law enforcement agency or other third party, in each case, consistent with Circle’s legal obligations. This information may include information about Customer, the Customer’s Developer Account, and Customer’s use of the Services. The Customer therefore acknowledges and agrees that Circle is not obliged to provide any Service to Customer under this Agreement that Circle considers, in its sole discretion, would breach any Legal Requirement. In addition, Circle may refuse, limit, condition, or suspend any support for any Supported Digital Asset if (i) such Supported Digital Asset is deemed to be a security by any Regulatory Authority or under any applicable Legal Requirement or (ii) such support of such Supported Digital Asset could reasonably be expected to result in Circle or any of its Affiliates being an Investment Company or and Investment Adviser.
Services
1. Developer Account Services. Circle shall provide Customer with any Software Services or other Services described on any Schedule hereto, subject to the terms hereof and of such Schedule, as applicable (the “Developer Account Services”).
2. Early Access Services. The related provisions set forth in the Circle Developer User Agreement shall apply to this Agreement. In addition, without limiting the foregoing, Customer agrees not to rely on Early Access Service (as defined in the Circle Developer User Agreement) for any production use.
Service Adjustments and Agreement Modifications.
1. Circle will use commercially reasonable efforts to make the Services available to Customer pursuant to the terms of this Agreement. Except as otherwise provided in this Agreement, Circle does not make any representation or warranty as to the quality, suitability or adequacy of the Services for any purpose or use.
2. From time to time, Circle may make changes to the Services which are necessary to comply with any Legal Requirement or which do not materially affect the nature or quality of the Services. Such changes shall come into effect upon notice to the Customer or the first time the Customer uses the Services following such change, whichever occurs first. If such changes lead to a material change in software, interfaces or operating procedures affecting the Customer, Circle will use commercially reasonable efforts to notify the Customer as soon as reasonably practicable prior to implementation.
3. Circle may modify the provisions of this Agreement from time to time upon notice to Customer. Upon receiving Circle’s notice of modification, the Customer will be entitled to terminate this Agreement immediately by providing written notice to Circle, provided that such notice is served upon Circle within one (1) month of the date of the notice of modification. Otherwise, the Customer will be deemed to have accepted any such modification with effect from the date one (1) month from the notice of modification. For the avoidance of doubt, Circle may make technological updates to the Services that do not degrade the Services without notice. In such instances, Customer shall not have the right to terminate this Agreement in connection therewith.
4. Notwithstanding anything to the contrary herein, Circle will not be required to perform any Services if, as a result of any change in applicable Legal Requirements following the Effective Date, the performance of such Services would be a violation of any applicable Legal Requirements. Each of the Parties will promptly notify the other Party in writing if it becomes aware of any changes as contemplated by this Section 4(d), and the Parties shall promptly confer, in good faith, on what action may be taken to minimize the impact, on both Parties. Subject to compliance with this Section 4(d), neither Party shall be liable for the nonperformance or delay in performance of its obligations under this Agreement to the extent such failure is due to a change contemplated in this Section 4(d).
Taxes. The amounts payable to Circle are exclusive of Taxes assessed in respect of the Services or the associated amounts due to Circle. Customer shall be liable for any of the Taxes that arise in connection with Customer’s payment to Circle for performance of the Services or Customer’s use of the Services provided under this Agreement, and all such Taxes shall be the financial responsibility of Customer.
Set Off.
1. Circle may and is authorised, without prior notice and both before and after demand, to set off the whole or any part of the Customer’s liabilities or other amounts payable to Circle, including but not limited to Fees, whether such amounts are present or future, actual or contingent, or liquidated or unliquidated, against any sums held by Circle and owed to the Customer, whether under this Agreement or any other agreement between Circle and the Customer.
2. For the purpose of exercising its rights under this Section 6: (i) Circle is entitled to convert and/or exchange any currency, digital dollar, or other digital asset and is authorised to effect any such conversions at the then prevailing exchange rate; and (ii) if the Customer’s liability is contingent and/or unliquidated, then Circle may set off the amount it estimates in good faith will be the liquidated amount.
3. Any exercise of any of Circle’s rights under this Section 6 shall be without prejudice, and are specifically in addition to, any other rights and remedies available to it under this Agreement or otherwise.
Fees and Payments.
1. Fees. In consideration for the Services provided hereunder and under any Schedule, Customer shall pay to Circle all Fees in accordance with the terms hereof. All amounts charged to Customer, and all amounts paid by Customer, will be in U.S. Dollars. Late and undisputed payments may bear interest at a rate per annum equal to two percent (2%) or the maximum permitted by applicable law (whichever is less). If any amount owed by Customer is overdue by thirty (30) days or more, Circle may suspend the Services until payment in full is made.
2. Payments.
  1. Prices & Charges:
    
    Your use of the Services may result in charges to you for the Services (“Charges”). Circle will enable your payment of the applicable Charges for services obtained through use of the Services provided to you. Charges may include other applicable fees such as service fees, return fees, cancellation fees, government-mandated fees such as tax (if applicable). For the avoidance of doubt, Circle does not charge a fee for you to access your Developer Account, but may charge you a fee or any other Charge for accessing and utilizing certain Services.
  2. Billing Cycle:
    
    Applicable Charges and fees for the Services you purchase and any other charges you may incur in connection with your use of the Service (such as Taxes and possible transaction fees) will be charged to your Payment Method with the frequency described within your Developer Account. The length of your billing cycle will depend on the type of Services and subscription that you choose or usage thereof. Fees are fully earned upon payment. In some cases your payment date may change, for example if your Payment Method has not successfully settled, when you change your Service subscription or usage or if your Service subscription or usage began on a day not contained in a given Month.
  3. Payment Methods:
    
    All Charges and payments will be enabled by Circle using the supported payment method designated in your Developer Account (and if multiple payment methods are supported, the designated primary payment method therein) (the “Payment Method”), after which you will receive a receipt (which receipt may be in the form of an invoice confirmation). If your designated Payment Method is determined to be expired, invalid or otherwise not able to be charged, you agree that Circle may use another available Payment Method in your Developer Account, if any. You authorize us to charge any Payment Method associated with your account. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your Developer Account or the related Services, we may suspend your access to the Services until we have successfully charged a valid Payment Method. For some Payment Methods, the bank issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details. You can update your Payment Methods within your Developer Account. We may also update your Payment Methods using information provided by our payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
  4. Service Cancellation:
    
    You can cancel your use of all or any portion of the Services at any time within your Developer Account, and you will continue to have access to the Service through the end of your billing period. If you cancel the Services, your account will automatically close at the end of your current billing period. You may cancel by contacting Circle's customer support through your Developer Account at least 3 days before the next billing cycle start date. You will be required to pay the full amount due for the then-current billing cycle, and cancellation does not impact such billing cycle's charges. Customers must remove all tokens, NFTs, etc., from their wallets prior to turning off your subscription. If your Payment Methods on file fail, Circle will notify the customer and provide instructions to correct the issue and resubmit payment through the Developer Account payment options page.
  5. Changes to the Price and Subscription Plans:
    
    We may change our Service plans and the price of the Services from time to time; however, any price changes or changes to your plans will apply no earlier than 60 days following notice to you (or longer if required by applicable law). If you do not wish to accept the price change or change to your Service plan, you can cancel your subscription before the change takes effect.
  6. Refunds:
    
    Charges paid by you are final and non-refundable, unless otherwise determined by Circle. If you have any requests for cancellations, refunds, or returns, or if you think a correction should be made to any Charge you incurred, you must contact Circle support for review through your Developer Account.
  7. Rebates:
    
    Circle may offer rebates from time to time in connection with your use of the Services. Information about such rebates will be made available within your Developer Account and any such rebates earned by you shall be set off against any Charges due.
  8. Promotional Offers:
    
    You may, from time to time, receive promotional offers and discounts that result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you unless specifically made directly available to you in writing and you accepted the offer during the promotional period permitted. Promotional offers and discounts not accepted are subject to change or withdrawal at any time and without notice.
3. Network Fees. Without limiting anything set forth in this Agreement or any Schedule, Customer will be responsible for and pay any and all blockchain network fees incurred (if any) in respect of all transactions or other uses of the Services (“Network Fees”). These Fees will be dynamic and based on network congestion. Circle will either charge such Network Fees (if any) at the time of the related transaction or charge Customer Monthly in arrears using Customer’s Payment Method with respect to the aggregate amount of uncollected Network Fees incurred during such Month. Information about any such uncollected Network Fee amounts will be set forth in reasonable detail in Customer’s Developer Account.
Intellectual Property Ownership, Circle Marks and Publicity.
1. Software Services Licensing. Circle grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of this Agreement, to electronically access and use the Software Services solely for the purposes as set forth in this Agreement and any applicable Schedules. Any other use of the Software Services is expressly prohibited. Circle and its licensors reserve all rights in the Services unless otherwise expressly stated herein. Customer may not (i) claim or register ownership of the rights in any portion of the Software Services on Customer’s behalf or on behalf of others; (ii) sublicense any rights in any of the Software Services granted by Circle; (iii) import or export any of the Software Services to a Sanctions Target or to any Person in a Restricted Territory; (iv) use any of the Software Services in a manner that violates this Agreement or Legal Requirement; or (v) attempt to do any of the foregoing. If Customer violates any portion of this Agreement, the license granted under this Section 8(a) with respect to the related Software Services may be terminated at any time. All right, title, and interest in and to the Services (including the Software Services), all related technology and improvements thereto, and any content created or derived from any of the foregoing, and any other Circle intellectual property, product, or service is the exclusive property of Circle and its licensors.
2. Circle Marks. “Circle” and all logos related to the Services are either trademarks, or registered marks or copyrights of Circle or its licensors, or otherwise restricted to Customer and may only be used with Circle’s prior written consent.
3. Publicity. Circle may publicly identify Customer as a customer on all types of media channels and in Circle marketing materials, including the use of Customer’s logo and general descriptions of Customer’s use of the Services so long as Customer is a Circle customer. Neither Customer nor Circle will imply any untrue sponsorship, endorsement, or affiliation between Customer and Circle.
Term and Termination; Effect of Termination.
1. The Term of this Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the terms hereof. The Parties agree that, except as otherwise set forth herein, Circle shall not be obligated to perform any Services after the expiration of the Term of this Agreement.
2. Without prejudice to any other rights and remedies available to it under this Agreement, Customer may at any time terminate this Agreement or any Service by written notice to Circle if:
  1. Circle commits a material breach of any of its obligations under this Agreement, which is not capable of remedy, or if capable of remedy, is not remedied to the Customer’s reasonable satisfaction within ten (10) days of service of a notice requiring such remedy;
  2. Circle becomes Insolvent; or
  3. the Customer is required to do so under a Legal Requirement.
3. Without prejudice to any other rights and remedies available to it under this Agreement, Circle may at any time terminate this Agreement or any Service, or suspend the provision of any Service, by written notice to Customer as permitted if:
  1. Customer commits a breach of Sections 2(a) or 7;
  2. Customer commits a material breach of any other of its obligations under this Agreement, or any other agreement it has with the Circle, which is not capable of remedy, or if capable of remedy, is not remedied to Circle’s reasonable satisfaction within ten (10) days of service of a notice requiring such remedy;
  3. Customer becomes Insolvent, or there is an occurrence of any circumstance, event or series of circumstances or events that, to Circle’s reasonable judgment, materially adversely affects Customer’s ability to meet its current or future liabilities (or potential liabilities) or obligations under this Agreement;
  4. Customer ceases, or there is a reasonable likelihood of it ceasing, to carry on all or a material part of its business;
  5. Circle (a) is required to do so under Legal Requirement, or by direction of a Regulatory Authority, including any action or made statements, orders, requests, directives or demands regarding the activities of Customer or another Person operating in the same industry, (b) Circle determines, in its sole discretion, that that Customer is engaged in an activity that causes a significant risk of reputational harm to Circle or any Circle Affiliate, or (c) reasonably believes (in its sole discretion) that this Agreement or the performance of it, or Customer’s activities may be contrary to Legal Requirements or Sanctions; and
  6. There is a withdrawal or termination of any licence, permission or authorisation required to operate the Customer’s business.
4. Without limiting anything set forth in this Agreement, either Party may terminate this Agreement at any time, for any reason, by using the termination functionality within the Developer Account. If Circle terminates this Agreement, it will provide notice thereof.
5. Customer will inform Circle immediately upon becoming aware of the occurrence of any of the events referred to under Sections 9(c).
6. Effects of Termination.
  1. In the event this Agreement or a Schedule is terminated by Circle due to a breach by Customer, Customer shall pay any unpaid Fees covering the remainder of the Term of this Agreement or any Schedule. In no event will termination of this Agreement relieve the Customer of Customer’s obligation to pay any Fees payable to Circle for the period prior to the effective date of termination.
  2. Except as otherwise provided in this Agreement, upon termination or expiration all rights and obligations of the Parties under this Agreement will immediately cease and terminate, and no Party will have any further obligation to the other Party with respect to this Agreement; provided, however, that all provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement including, the rights and obligations pursuant to Sections 1, 4(d), 5, 6, 7, 8, 9(e), 10, 11, 15, 16, 17 and 18, which shall survive termination or expiration of this Agreement.
Confidentiality.
1. Confidential Information. Each Party agrees: (i) to maintain the other Party’s Confidential Information in strict confidence and to take at least reasonable precautions to protect such Confidential Information (including all precautions the receiving Party employs with respect to its own similar Confidential Information); (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the purposes set forth in this Agreement. Each Party may disclose the other Party’s Confidential Information to its Service Providers, officers, board of directors, employees, advisors, attorneys, accountants, and consultants who have a bona fide need to know such Confidential Information for the purposes set forth in this Agreement, but solely to the extent necessary to pursue such purpose and for no other purpose; provided, that each such Service Provider, employee, or consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other Party’s Confidential Information as those set forth in this Agreement, and provided that each Party is and remains responsible for the acts and omissions of its Service Providers, employees, and consultants hereunder.
2. Exceptions. The obligations and restrictions in Section 10(a) will not apply to any information or materials that the receiving Party can show:
  1. were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving Party;
  2. were rightfully known by the receiving Party prior to receiving such information or materials from the disclosing Party;
  3. are rightfully acquired by the receiving Party from a third party who has the right to disclose such information or materials; or
  4. are independently developed by the receiving Party without access to any Confidential Information of the disclosing Party.
3. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a Party from disclosing the other Party’s Confidential Information to the extent required by any Legal Requirement; provided, the disclosing Party notifies the other, to the extent legally permissible, of the information to be disclosed as early as reasonably practicable before the disclosure and takes all reasonable action to avoid or limit the disclosure.
4. Return of Confidential Information. Except as otherwise provided in this Agreement or agreed by the Parties, upon termination or expiration of this Agreement, each Party shall promptly return to the other Party or destroy all Confidential Information of the other Party in its possession or control; provided that (i) to the extent necessary, a Party may retain one (1) copy solely for compliance with Legal Requirements, and (ii) in the event of a termination pursuant to Section 9(b)(i) or 9(c)(i) or 9(c)(ii), either Party may retain copies of the other Party’s Confidential Information for purposes of any disputes relating to such termination.
5. No License. Except as otherwise stated herein, (i) all Confidential Information remains the sole and exclusive property of the disclosing Party, and (ii) each Party acknowledges and agrees that nothing in this Section 10 will be construed as granting any rights to the receiving Party, by license or otherwise, in or to any Confidential Information of the disclosing Party, or any patent, copyright or other intellectual property or proprietary rights of the disclosing Party, except as specified in this Agreement.
Data Privacy and Security
1. Data Privacy and Sharing.
  1. In its performance or receipt of the Services, each Party shall comply with applicable Privacy Laws and the terms of the DPA to the extent that any Personally Identifiable Information or any other non-public personal information is processed (in each case, as contemplated under applicable Privacy Laws) in connection therewith.
  2. The Customer hereby represents and warrants that it has, and at all times shall have obtained all necessary rights, lawful basis, and, where necessary, consents under applicable Legal Requirements to disclose to Circle — or allow Circle to collect, use, retain, and disclose, and otherwise process for the purposes of providing the Services to Customer — any Customer Data that Customer provides to Circle or authorizes Circle to collect, including information that Circle may collect directly using cookies or other similar means, in connection with Circle’s performance of the Services.
  3. In addition to disclosures otherwise described in this Agreement, Customer hereby acknowledges and agrees to Circle’s disclosure of Customer Data to Circle’s Service Providers solely to the extent necessary for the provision of Services to Customer in accordance with Circle Privacy Policy.
  4. Each Party is responsible for their own data security and shall maintain a commercially reasonable information security program designed to protect the confidentiality, integrity and availability of Confidential Information and other confidential data in its possession or under its control.
  5. Each Party agrees to cooperate with the other Party in the event of an investigation of suspected unauthorized use of the Services or a security breach of the other Party to the extent it impacts such Party’s provision or use of the Services, as the case may be.
  6. Circle will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data and Customer’s Confidential Information. Customer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data and Customer’s Confidential Information. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of data by the Parties and their Affiliates except (a) for Circle to provide the Services and prevent or address service or technical problems, (b) as compelled under applicable Legal Requirements or in response to a law enforcement request, subpoena, or regulatory inquiry, or (c) as expressly permitted in writing.
Underwriting. Circle has ultimate discretion regarding its underwriting, risk and compliance decisions, including any decision of whether to provide all or a subset of Services, or to suspend or terminate the provision of all or a subset of Services as a result of a Legal Requirement.
Audit.
1. Customer shall reasonably cooperate with, and submit to, any examination, inquiry, information request, site visit, or the like, to the extent required by any Regulatory Authority with audit examination or supervisory authority over Circle or its Service Providers, to the fullest extent requested by such Regulatory Authority. Customer shall use commercially reasonable efforts to require that each of its Service Providers complies with the foregoing requirements.
2. No more than once in any twelve-month period, Circle reserves the right to, or to engage a third party auditor at Circle’s expense to, audit Customer’s use of the Services and performance under this Agreement. Where an audit undertaken by Circle in accordance with this Section 13(b) reveals Customer’s material breach or Customer’s failure to comply with any Legal Requirement, Customer shall pay any costs and charges incurred by Circle in respect of such audit.
Representations and Warranties.
1. Both Circle and Customer represent and warrant to the other during the Term, and for so long as there are any outstanding obligations under this Agreement:
  1. it has the complete power and authority to enter into this Agreement and to carry out its obligations hereunder, and that this Agreement constitutes a valid, binding and enforceable agreement of such Party;
  2. the execution, delivery and performance of this Agreement will not violate the provisions of any agreement to which it is a party or by which it is bound; and
  3. its employees, Service Providers, contractors and agents will at all times act consistently with the terms of this Agreement.
2. Customer represents and warrants to Circle during the Term and for so long as there are any outstanding obligations under this Agreement that:
  1. Customer will obtain authorization for all of its uses of the Services by Customer, Customer’s employees, and its Service Providers;
  2. Customer will not use the Services or permit the use of Services by any third party in a manner that is fraudulent, unlawful, deceptive or abusive;
  3. Customer will not levy any surcharges that violate any Legal Requirement;
  4. Customer’s performance hereunder is compliant with Legal Requirements and are not inconsistent with the terms of this Agreement;
  5. Customer is not a Sanctions Target;
  6. Customer will not engage utilize the Services to benefit or support any Restricted Territories or Sanctions Targets; and
  7. all information provided to Circle hereunder is, to its knowledge, true and accurate.
3. Circle represents to Customer during the Term and for so long as there are any outstanding obligations under this Agreement that:
  1. The Services will be performed in a professional manner, consistent with generally accepted industry standards, and that the Services will substantially conform with their Documentation; and
  2. Circle has obtained and shall maintain all licenses necessary to provide the Services and otherwise perform under this Agreement.
Liability; Disclaimer of Warranties.
1. Nothing in this Agreement will operate to exclude or limit a Party’s liability: (i) for such Party’s fraud or fraudulent misrepresentation; (ii) for death or personal injury resulting from such Party’s negligence; (iii) (in the case of the Customer) to pay any Fees or other monetary amounts due under this Agreement; or (iv) to the extent that it cannot be lawfully excluded or limited. Each provision of this Section 15 is subject to this Section 15(a).
2. Except as expressly set out in this Agreement, Circle hereby excludes all warranties, conditions, terms, obligations, undertakings and representations, whether in each case express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, (including but not limited to implied undertakings of satisfactory quality and reasonable fitness for purpose) to the fullest extent permissible by Legal Requirement, and Customer hereby waives irrevocably any rights or remedies it may otherwise have had in respect of any of the same. If Customer hereunder is comprised of more than one Person, each such Person shall be jointly and severally liable for all Customer liabilities hereunder.
3. Circle will not be liable for any failure to perform (nor any defective or delayed performance of) any of its respective obligations under this Agreement, if and to the extent that such failure, defect or delay is due to: (i) Customer’s breach of this Agreement, negligent, wrongful or bad faith acts or omissions; (ii) a suspension of any Services under or in connection with Section 9(c) or, as applicable, the Schedules; (iii) Circle complying with any of its obligations under any Legal Requirements; and/or (iv) any deferment, withholding or deduction under or in connection with the Services.
4. Except as otherwise set forth in this Agreement, Circle shall not be liable for any losses suffered by Customer which arises directly or indirectly from its compliance with a Customer’s request or instruction, or any of the data received by Circle being inaccurate or incomplete.
5. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DIMINUTION IN VALUE, ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER THE PARTY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION 15(e) SHALL NOT APPLY IN CIRCUMSTANCES WHERE A PARTY’S LIABILITY TO THE OTHER IS DUE TO A SECURITY OR DATA BREACH, A BREACH OF CONFIDENTIALITY OBLIGATIONS, IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS, OR DAMAGES ARISING OUT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INTENTIONAL BREACH, OR FRAUD.
6. WITH THE EXCEPTION OF SECTIONS 15(a) AND 15(e), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER OR TO ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM OR ACTION (EXCLUDING NETWORK FEES), REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
Indemnification. The related provisions set forth in the Circle Developer User Agreement shall apply to this Agreement.
Governing Law; Arbitration. The related provisions set forth in the Circle Developer User Agreement shall apply to this Agreement.
General.
1. Notices.
  1. Except as otherwise specified in this Agreement (including Section 18(a)(ii) below), all notices hereunder shall be in writing (including electronic writings) and shall be effectively given upon: (i) personal delivery, (ii) delivery of certified or registered mail, (iii) by courier service, (iv) by email or (v) posting in Customer’s Developer Account (which posting shall be accompanied by (x) a banner linking to such notice within the Developer Account or (y) an email to Customer referring thereto). Notices shall be deemed to have been given, delivered and received upon receipt or attempted delivery (if receipt is refused), as the case may be, and (x) the date of delivery identified by the applicable postal service on any return receipt card or confirmation by courier service, even if such delivery was refused, and (y) one Business Day after the email is sent or such notice is posted within the Developer Account. Notices to each Party shall be addressed to the relevant contact designated in this Agreement or any Schedule, or to such other addresses that either Party may provide by appropriate notice under this section or in an amendment to this Agreement.
    
    For purposes hereof:
    
    (x) notices to Customer shall be sent to Customer’s email or physical address then on-file with Circle or via a posting in Customer’s Developer Account in accordance with the foregoing; and
    
    (y) notices to Circle shall be sent to Circle at support@circle.com, with a copy (which shall not constitute such notice) to Circle’s Legal Department at contracts@circle.com or to its physical address at 99 High St., Suite 1701, Boston, MA 02110, USA.
  2. Nothing in this Section shall limit or modify Customer’s obligations related to notices in respect of any dispute or arbitration as set forth in the Circle Developer User Agreement.
2. Entire Agreement. This Agreement constitutes the entire agreement among the Parties regarding the matters herein, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
3. Assignment. Customer may not assign this Agreement without the prior written consent of Circle. Circle may assign this Agreement with notice to Customer. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
4. Waiver, Severability. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
5. Force Majeure. Circle’s obligation to provide any Service hereunder shall be suspended during the period and to the extent that Circle is prevented or hindered from providing such Service due to any Force Majeure Event. Circle will promptly notify Customer in writing of any Force Majeure Event affecting the provision of any Service to Customer, and the Parties shall promptly confer, in good faith, on what action may be taken to minimize the impact, on both Parties, of such Force Majeure Event. Notwithstanding the foregoing, Circle shall not be liable for the nonperformance or delay in performance of its obligations under this Agreement to the extent such failure is due to a Force Majeure Event. Any suspension of Circle’s obligation to provide any Service hereunder shall be in effect for no longer than is required by the Force Majeure Event.
6. Relationship of the Parties. The Parties acknowledge and agree that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties, and that all Services are provided by Circle as an independent contractor. Each Party may not, and may not attempt to make any representation, warranty or commitment on behalf of the other Party.
7. Effectiveness. This Agreement shall become effective as of the Effective Date. The Parties agree that their electronic acknowledgement and agreement to the Circle E-Sign Policy in accordance with the terms hereof and to this Agreement (including any subsequent acceptance of any Schedule or other terms) are sufficient to bind them to the terms hereof.
8. Interpretive Matters. As used herein and in any applicable Schedules, exhibits and appendices, (i) the terms “include” and “including” are meant to be inclusive and shall be deemed to mean “include without limitation” or “including without limitation”; (ii) unless the context demands otherwise, the word “or” shall have the inclusive meaning identified with the phrase “and/or”; (iii) references to “dollars” or “$” shall be to United States Dollars; (iv) the terms “his” or “her” apply to all genders; (v) any article, section, subsection or other headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement; (vi) any reference to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of this Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statute or statutory provision so referenced in this Agreement, and to any then applicable rules or regulations promulgated thereunder, unless otherwise provided; (vii) the words “herein,” “hereof,” “hereunder” and words of like import shall refer to this Agreement as a whole (including its Schedules, exhibits and appendices), unless the context clearly indicates to the contrary (for example, that a particular section, schedule, Schedule or exhibit is the intended reference); (viii) words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa; and (ix) unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement that refer to a particular agreement, instrument, policy or document also refer to and include all renewals, extensions, modifications, amendments and restatements of such agreement, instrument, or document.

PROGRAMMABLE WALLET SERVICES

THIS PROGRAMMABLE WALLET SERVICES SCHEDULE (the “PW Schedule”) applies to Customer’s use of the PW Services (as defined below) pursuant to the Service Terms (the “Agreement”) entered into by the Parties. If any provision contained in this PW Schedule is in conflict with, or inconsistent with, any provision in the Agreement, the provision contained in this PW Schedule shall govern and control.

Definitions. Except as otherwise defined in this PW Schedule, capitalized terms used herein shall have the meanings set forth in this Section 1 or as defined in the Agreement.
1. “Activation Date” is, with respect to PW Services, the date that Customer receives the related API keys under this PW Schedule.
2. “Conditions Precedent” is defined in Section 9 of this PW Schedule.
3. “Programmable Wallet API” means the Circle programmable wallet application programming interface.
4. “PW Effective Date” means the date on or after the Effective Date on which all Conditions Precedent have been satisfied.
5. “PW Software” means the Programmable Wallet API and wallet applications related to PW Wallets, and any Documentation or other materials related thereto, as made available by Circle from time to time.
6. “PW Platform” means the PW Services features in Customer’s Circle Account.
7. “PW Services” is defined in Section 2 of this PW Schedule.
8. “PW Wallet” means a programmable MPC wallet using the PW Software within Customer’s Circle Account on the PW Platform.
PW Services. Circle shall provide to Customer the following digital asset programmable wallet services (the “PW Services”) under the terms of the Agreement and this PW Schedule, including the PW Software and the other services described in this Section 2.
1. Scope. Circle shall provide Customer with the PW Services as set forth herein as part of the Services contemplated in Section 3(a) of the Agreement from and after the Activation Date. Customer acknowledges that provision of the PW Services constitutes a provision of technology services only and Circle shall provide the PW Software as a part of the Software Services to Customer in accordance with the terms hereof. Customer shall only utilize the PW Services in the Territories. The “PW Services” portion of the PW Services shall consist of the following and shall become available to Customer on or prior to the Activation Date:
  
  Programmable Wallet Service Scope:
  - Support for creating and maintaining PW Wallets using the PW Software.
  - RESTful APIs for cryptocurrency wallet creation, transaction, and management.
  - iOS/Android mobile SDK for end user controlled non-custodial wallets.
  - MPC nodes management
  - Multi-blockchain node management
  - Management System
    - Wallet balance and usage metrics dashboard
    - Wallet balance, transactions, and state inquiry
    - Wallet security settings and risk management configurations
    - API and event logs
    - SDK configurations, secret questions, and max PIN errors.
  Technical Support Scope
  - Upgrading support of blockchain, operating system, used software;
  - Reasonable integration support for onboarding; and
  - Important information sharing, such as security test reports, system upgrade, problems of the system, production system accidents.
2. Documentation. Documentation in respect of the PW Services can be found at: https://developers.circle.com/w3s/docs. Additional Documentation may be provided from time to time via email, in your Circle Account or on Circle’s or its Affiliate’s web site. Without limiting anything in the Agreement, Customer may copy the Documentation for use with the Services and archival or backup purposes only, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all copies shall be subject to the terms of the Agreement.
3. Customer Keys and Passcodes. Customer acknowledges and agrees that, notwithstanding anything to the contrary set forth the Agreement or otherwise, (i) Customer’s use of the PW Services (including in respect of its end users) involves Customer creating, storing and using a passcode and keys in order to access the PW Services and (ii) none of Circle nor any of its Affiliates (x) knows such passcode or such keys, (y) shall have any access to such passcode or keys, (z) can recover or advise Customer of such passcode or keys (even if Customer loses any of them). Accordingly, Customer acknowledges that (i) it is its sole responsibility to maintain knowledge of, and implement its own processes and controls to maintain the security of, such passcode and keys and (ii) Circle shall not be responsible for any Claim, damage or loss that Customer or any third party may suffer in connection with any loss of, or lack of access to, such passcode or keys. In addition, Customer acknowledges and agrees that Circle has no ability to move assets in the PW Platform on behalf of Customer or any other Person.
4. Nodes. Customer shall host (or cause to be hosted) the nodes for the PW Wallets in compliance with all applicable local hosting Legal Requirements, if any.
5. Third Party Applications.
  
  You may decide to use or make available the PW Services in a manner that may link to third party applications or content provided by other Persons (including, but not limited to, financial products and services (including wallet connectivity) and decentralized finance protocols or applications) that are made available through the PW Services (each, a “Third Party Application”). As such, you expressly authorize Circle and its Affiliates to work with third party services providers or otherwise in order to deliver certain platform functionality, including, without limitation, enabling the transfer of your virtual currency or other assets to or from such third party. You should carefully consider both the functionality purportedly offered by the Third Party Application and the developer offering such functionality before authorizing such application to access the PW Platform or your Circle Account. Unless otherwise specifically provided for herein, Circle has no control over Third Party Applications and assume no responsibility for any related developers’ actions.
  
  If you authorize any Third Party Application to connect to the PW Platform or take actions on your behalf, you assume all risks associated with the use of such Third Party Application. If you have disputes with any Third Party Application, you agree to address them directly with such Third Party Application or its developer.
  
  You acknowledge that neither Circle nor any of its Affiliates endorses or recommends any Third Party Application for your use or that of any other Person. You also agree that you will not hold Circle or any of its Affiliates responsible for, and, without limiting anything set forth in the Agreement, will indemnify us against, any liability arising out of or related to any act or omission of any Third Party Application or related third party (including, without limitation, developers or other users of such Third Party Application) using your Circle Account credentials. You may remove permissions granted to Third Party Applications at any time through your account settings page, though your ability to retrieve any virtual currency stored with any Third Party Application is solely at the discretion of such Third Party Application. Likewise, Circle, in its discretion, may choose not to support any particular Third Party Application at any time and may cease allowing you to transfer Supported Digital Assets or other virtual currency to or from such Third Party Application, upon reasonable notice and while offering you the opportunity to recall such Supported Digital Asset or virtual currency from such Third Party Application, if desired.
  
  For the avoidance of doubt, your use of the PW Services to interact with, or connect to, any decentralized finance protocol (“DeFi Protocol”) constitutes your use of a Third Party Application. By choosing to utilize the PW Services in this manner, you confirm that you understand and consent to the transfer of your Supported Digital Assets or other virtual currency to a DeFi Protocol, at which point such Supported Digital Assets or other virtual currency is no longer custodied using the PW Service. Following such transfer, you may receive certain tokens provided by the DeFi Protocol on the PW Platform, but in choosing to proceed, you hereby acknowledge that Circle is not obligated to redeem such tokens for any fiat amount. Circle is not responsible for your Supported Digital Assets or any other virtual currency on the PW Platform once it has been transferred to a DeFi Protocol.
Customer’s Legal Requirements, KYC Obligations and Other Representations and Warranties. Without limiting anything set forth in the Agreement, Customer represents and warrants that it has and shall maintain at all times during the Term, adequate controls and systems in place to screen, and is fully responsible for screening, transactions of customers, sub-contractors, suppliers, vendors, and all other third parties who may assist, benefit from, or provide goods or services to, or receive goods or services from, Customer, and to ensure compliance with applicable Sanctions, KYC Obligations and other Legal Requirements.

Customer represents and warrants that it (or Customer’s end users, as the case may be), and not Circle or any of Circle’s Affiliates or Service Providers, is responsible for all Legal Requirements related to Customer end users opening, maintaining and utilizing the PW Wallets or any other PW Services including in respect of all licensing, monitoring, and reporting. For the avoidance of doubt, nothing in this PW Schedule (including Section 2 or this Section 3) shall limit any related terms in the Circle User Agreement.
Books and Records. Customer shall maintain all books and records related to its use of the PW Services as required by applicable Legal Requirements. Other than as may be provided in connection with facilitating any Transaction using the PW Services, Circle shall not be responsible for providing any Transaction information directly to any third party to whom Customer interacts with using the PW Services. Circle shall record wallet level balances at each transaction with block height and time stamp.
Fees. Circle shall charge Customer the following fees (if any) with respect to its use of the PW Services:
Term; Activation; and Termination. The term of this PW Schedule shall commence on the later of (i) the date that it is accepted in writing (including electronically) by Customer and shall end on the date that this PW Schedule expires (on the Expiration Date, if any) or is terminated, in each case in accordance with the terms of the Agreement. The PW Services shall commence on the Activation Date.
Certain Customer Responsibilities. Notwithstanding anything to the contrary set forth herein, in the Agreement or otherwise, Customer (and not Circle or any of its Affiliates) is responsible for all activities, acts, omissions and transactions (and all obligations and liabilities) involving any use of the PW Services by it, its Affiliates, its users and end-users and customers, as applicable, except to the extent of any gross negligence or willful misconduct by Circle. In addition, Customer is solely responsible for any back up activities with respect to its use of the PW Platform.
Token Support. The assets that are supported in the PW Platform are set forth on https://developers.circle.com/w3s/docs/supported-blockchains-and-currencies (or its successor web page). Circle may elect, in its sole discretion, to support or continue to support (or not support) any tokens other than a Circle Coin as part of the PW Services. If Circle ceases to support any token as part of the PW Services, Circle shall provide you reasonable advance notice of such change to the extent practicable under the circumstances (including any applicable Legal Requirements or any condition involving material risk to the PW Platform, your Circle Account or any portion of the Services). For the avoidance of doubt, Circle has no obligation or liability with respect to any token that is not a Supported Digital Asset in respect of the PW Services, whether as a result of Circle’s non-support of such token in accordance with the foregoing or based on white-listing or other configurations utilized by Customer in using the PW Services.

Circle Console Terms & Conditions