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CoinCircle, Inc.

Terms of Service Agreement

Welcome to coincircle.com, the website and associated web applications of CoinCircle, Inc. (“CoinCircle”, “we”, “our”, or “us”).  This is a contract between you and CoinCircle, and it is important that you read this contract thoroughly and in its entirety. This page explains the terms by which you may use our website, coincircle.com, or any associated websites, APIs, web applications, or mobile applications (collectively the "CoinCircle Site"), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, as well as all of our other terms and policies found at coincircle.com/terms-policies and our E-Sign Consent. The terms “you,” “your,” and “yours” refers to anyone accessing, viewing, browsing, visiting or using the services in any manner.  Anyone using the services, whether that use is through a CoinCircle user account or not, is also referred to as a “User.” By accessing or using the Site in any way, you signify that you have read, understood, and agree to be bound by this Terms of Service Agreement (“Agreement”), whether or not you are a registered user of our Site. CoinCircle reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below. This Agreement applies to you, to all visitors, users, and others who access the Site in any way to utilize its services (all “Users”).

Please read this entire Agreement carefully to ensure that you understand each provision. This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

Any references to “accredited investor” found in this agreement means “accredited investor” as defined in Regulation D of the Securities Act of 1933.

Last updated: Feb 28, 2022

PART 1: GENERAL USE

Access To Basic CoinCircle Services.

1.A. Eligibility

This is a contract between you and CoinCircle. You must read and agree to all of these terms included in this Agreement before using the Site. If you do not agree, you may not use the Site. You may use the Site only if you can form a binding contract with CoinCircle, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Site by anyone under eighteen (18) years of age is strictly prohibited and in violation of this Agreement. The Site is not available to any Users previously removed from the Site by CoinCircle.

1.B. CoinCircle Services. Your CoinCircle account ("CoinCircle Account") encompasses the following basic CoinCircle services: One or more non-custodial or self custody Digital Currency wallets that allow users to store certain supported digital currencies, such as Ethereum ("Digital Currency" or “Digital Assets”), and to track, transfer, and manage supported Digital Currencies (the "Digital Currency Wallet"); decentralized, non-custodial and self-custody Digital Currency conversion services through which users can buy and sell Digital Currencies in transactions (the "Conversion Services"); Circle Coin Rewards and the Earn page the “Circle Coin Rewards Program” (terms can be found at coincircle.com/circlecoin-program-terms) and as part of the Site and the CoinCircle Account, CoinCircle allows access to any number of open decentralized protocols on the Ethereum blockchain (“Protocol”) that allow holders of decentralized Ethereum assets (“Assets”) to transact using decentralized self-custody smart contracts (“Smart Contracts”); (collectively the "CoinCircle Services").  The risk of loss in buying, trading or holding Digital Currency, Assets or Digital Assets or interacting with, or transacting with Smart Contracts can be substantial. You should therefore carefully consider whether buying, trading or holding Digital Currency, Assets or Digital Assets, or transacting with Smart Contracts is suitable for you in light of your financial condition.

PART 1.1: USE OF THE COINCIRCLE SERVICES

Access to Site for Your Use and Site Rules

1.1. Access and Use of the Site and Smart Contracts

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site as permitted by the features of the Site. CoinCircle reserves all rights not expressly granted herein in the Site and the CoinCircle Content (as defined below). The license grant to you in this Section includes, without limitation, the right to use your CoinCircle Account, to use the Site, the Protocol, associated Smart Contracts and associated CoinCircle Services. CoinCircle may terminate this license, in whole or in part, at any time for any reason or no reason.

1.2 Site Rules

You agree not to engage in any of the prohibited activities as outlined in this agreement under Section 6, and you also agree to not engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site in a manner that sends more request messages to the CoinCircle servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that CoinCircle grants the operators of public search engines revocable permission to use spiders to copy publically available materials from CoinCircle.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Site; (vii) collecting or harvesting any personally identifiable information, including account names, from the Site; (viii) using the Site for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Site; (xi) accessing any content on the Site through any technology or means other than those provided or authorized by the Site; or (xii) bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein.

We may, without prior notice, change the Site; stop providing the Site or features of the Site, to you or to Users generally; or create usage limits for the Site. We may permanently or temporarily terminate or suspend your access to the Site without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

You are solely responsible for your interactions with other CoinCircle Users and Protocol Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. CoinCircle shall have no liability for your interactions with other Users, or for any User’s action or inaction.

1.3 Site Location

The Site is controlled and operated from facilities in the United States. CoinCircle makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.

1.4 Our Proprietary Rights.

The Site and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “CoinCircle Content”), and all Intellectual Property Rights related thereto, are the exclusive property of CoinCircle and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any CoinCircle Content. Use of the CoinCircle Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place CoinCircle under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, CoinCircle does not waive any rights to use similar or related ideas previously known to CoinCircle, or developed by its employees, or obtained from sources other than you.

1.5 No Professional Advice.

If the Site provides professional information (for example, medical, legal, or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Site. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

1.6 Privacy.

We care about the privacy of our Users. You understand that by using the Sites you consent to the collection, use and disclosure of personally identifiable information and aggregate data, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

1.7 Security.

CoinCircle uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

2. Creating a CoinCircle Account.

2.1. Registration of CoinCircle Account. In order to use any of the CoinCircle Services, you must first register by providing your name, an e-mail address, password, and affirming your acceptance of this Agreement. CoinCircle may, in our sole discretion, refuse to allow you to establish a CoinCircle Account, or limit the number of CoinCircle Accounts that a single user may establish and maintain at any time.

2.2 Identity Verification In order to use certain features of the CoinCircle Services, including certain transfers of Digital Currency and/or government-issued currency ("Fiat Currency"), you may be required to provide CoinCircle with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update CoinCircle if any information changes. You hereby authorize CoinCircle to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. This includes authorizing your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to CoinCircle with your wireless operator account profile information for the duration of the business relationship.

3. Digital Currency Wallet.

3.1. In General. The Digital Currency Wallet services allow you to send supported Digital Currency to, and request, receive, and store supported Digital Currency from, third parties pursuant to instructions you provide through the CoinCircle Site (each such transaction is a "Digital Currency Transaction"). CoinCircle reserves the right to refuse to process or to cancel any pending Digital Currency Transaction as required by law or in response to a subpoena, court order, or other binding government order or to enforce transaction limits. CoinCircle cannot reverse a Digital Currency Transaction which has been broadcast to a Digital Currency network. The Digital Currency Wallet services are available only in connection with those Digital Currencies that CoinCircle, in its sole discretion, decides to support. The Digital Currencies that CoinCircle supports may change from time to time. Under no circumstances should you attempt to use your Digital Currency Wallet services to store, send, request, or receive digital currencies in any form that are not supported by CoinCircle. CoinCircle assumes no responsibility or liability in connection with any attempt to use CoinCircle Services for digital currencies that CoinCircle does not support.

3.2. Digital Currency Transactions. CoinCircle processes supported Digital Currency according to the instructions received from its users and we do not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to CoinCircle. Once submitted to a Digital Currency network, a Digital Currency Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Currency network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly, and will not be included in your CoinCircle Account balance or be available to conduct transactions.

3.3. Digital Currency Storage & Transmission Delays. CoinCircle securely stores all Digital Currency private keys in our control in a combination of online and offline storage. As a result, it may be necessary for CoinCircle to retrieve certain information from offline storage in order to facilitate a Digital Currency Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Currency Transaction for 48 hours or more. You acknowledge and agree that a Digital Currency Transaction facilitated by CoinCircle may be delayed.

3.4. Third Party Payments. CoinCircle has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of CoinCircle Services and also including transactions completed between you and any decentralized Smart Contract). CoinCircle is not responsible for ensuring that a buyer or a seller or a Smart Contract that you may transact with will actually complete the transaction as promised or as advertised, or is even authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with Digital Currency transferred using the CoinCircle Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify CoinCircle Support at support@coincircle.com so that we may consider what action to take, if any.

3.5. Customized CoinCircle Account Page. In some cases, you may establish a customizable account page ("Account Page") which will allow others to easily send Digital Currency to your CoinCircle Account. You may establish and customize your Account Page through your CoinCircle Account settings, which will allow you to upload a photo. In establishing your Account Page and uploading or adding any text, photo, or other material, you agree that you will not (i) post misleading materials or misappropriate the identity of another person or entity, (ii) post any copyrighted material which you are not authorized to post, or (iii) post any profane, unlawful, or offensive materials. CoinCircle, in its sole discretion, may disable your Account Page and take other action in accordance with this Agreement if we believe you are in violation of the foregoing or abusing this service. CoinCircle may reclaim user handles associated with dormant CoinCircle Accounts. CoinCircle does not guarantee or endorse the purported identity, message, or other information posted by a user to the user's Account Page.

3.6. Unsupported Protocols. Unless specifically announced on our website or through some other official public statement of CoinCircle, we do not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Currency supported by CoinCircle (collectively, “Unsupported Protocols”). Do not use your CoinCircle Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Unsupported Protocol. The CoinCircle platform is not configured to detect and/or secure Unsupported Protocol transactions and CoinCircle assumes absolutely no responsibility whatsoever in respect to Unsupported Protocols.

3.7. Operation of Digital Currency Protocols. CoinCircle does not own or control the underlying software protocols which govern the operation of Digital Currencies supported on our platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the CoinCircle platform, you acknowledge and agree (i) that CoinCircle is not responsible for operation of the underlying protocols and that CoinCircle makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Currency you store in the CoinCircle platform. In the event of a fork, you agree that CoinCircle may temporarily suspend CoinCircle operations (with or without advance notice to you) and that CoinCircle may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that CoinCircle assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

4. Conversion Services.

4.1. In General. Eligible users in certain jurisdictions may buy or sell supported Digital Currency through the Conversion Services. The Conversion Services are subject to the CoinCircle "Conversion Rate" for the given transaction. "Conversion Rate" means the price of a given supported Digital Currency amount in terms of Fiat Currency or other Digital Currency as quoted on the CoinCircle Site. The Conversion Rate is stated either as a "Buy Price" or as a "Sell Price," which is the price in terms of Fiat Currency or Digital Currency at which you may buy or sell supported Digital Currency to CoinCircle. You acknowledge that the quoted Buy Price Conversion Rate may not be the same as the Sell Price Conversion Rate at any given time, and that CoinCircle may add a margin or “spread” to the quoted Conversion Rate. You agree, as a condition of using any CoinCircle Conversion Services, to accept the Conversion Rate as the sole conversion metric. CoinCircle reserves the right to delay any Conversion Service transaction if it perceives a risk of fraud or illegal activity. CoinCircle does not guarantee the availability of its Conversion Service, and the act of purchasing supported Digital Currency from CoinCircle does not result in a guarantee that you may sell your supported Digital Currency to CoinCircle.

4.2. Purchase Transactions. After successfully completing the Verification Procedures, you may purchase supported Digital Currency by linking a valid payment method. You authorize CoinCircle to initiate debits from your selected payment method(s) in settlement of purchase transactions. A Conversion Fee (defined below) applies to all purchase transactions. Although CoinCircle will attempt to deliver supported Digital Currency to you as promptly as possible, funds may be debited from your selected payment method before Digital Currency is delivered to your CoinCircle Account. We may debit your selected payment method, such as your bank account or credit card, as soon as the same day you initiate the purchase but your payment may take three or more business days to process. We will make best efforts to fulfill all transactions, but in the rare circumstance where CoinCircle cannot fulfill your purchase order, we will notify you and seek your approval to fulfill the purchase order at the contemporaneous Buy Price Conversion Rate. To secure the performance of your obligations under this Agreement, you grant to CoinCircle a lien on and security interest in and to the balances in your account.

4.3. Sale Transactions. After successfully completing the Verification Procedures, you may sell supported Digital Currency by linking a valid payment method. You authorize CoinCircle to debit your CoinCircle Account(s) and initiate payments to your selected payment method(s) in settlement of sell transactions. An applicable Conversion Fee (defined below) applies to all sale transactions. Your receipt of funds will depend on the payment type, and may take up to three or more business days.

4.4. Conversion Fees. Each Conversion Service transaction is subject to a fee (a "Conversion Fee"). The applicable Conversion Fee is displayed to you on the CoinCircle Site prior to you completing a Conversion Service transaction. CoinCircle will not process a conversion transaction if the Conversion Fee and any other associated fees as may apply, such as wire transfer fees, exceed the value of your transaction. CoinCircle may waive some portion of the Conversion Fee depending on the payment method you select. The availability of each Payment Method depends on a number of factors, including but not limited to your location, the identification information you have provided to us, and limitations imposed by third party payment processors.

CoinCircle reserves the right to adjust its Conversion Fees and any applicable waivers at any time. We will always notify you of the Conversion Fee which applies to your transaction when you authorize the transaction and in each receipt we issue to you.

4.5 Reversals; Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize CoinCircle, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including CoinCircle balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, NSF, or similar fees charged by your payment provider. CoinCircle reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of Digital Currency in its sole discretion, even after funds have been debited from your account(s), if CoinCircle suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if CoinCircle reasonably suspects that the transaction is erroneous; or if CoinCircle suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, CoinCircle will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.

4.6 Payment Services Partners. CoinCircle may use a third party payment processor to process any US Dollar payment between you and CoinCircle, including but not limited to payments in relation to your use of the Conversion Service or deposits or withdrawals.

5. Know Your Customer, Anti Money Laundering Service, and Accreditation Services.

5.1. User Content. “User Content” means any communications, images, sounds, and all the material, data, and information that you upload or transmit through the service, or that other users upload or transmit. By transmitting or submitting any User Content while using the Service, you affirm, represent and warrant that such transmission or submission is (a) accurate; (b) not in violation of any laws, contractual restrictions or other third party rights, and that you have permission from any third party to engage in such transmission or submission whose personal information or intellectual property is comprised in the User Content; and (c) free of viruses, adware, spyware, worms or other malicious code. You acknowledge and agree that any personal information within User Content will at all times be processed by CoinCircle in accordance with its Privacy Policy. User Content that allows a third party to identify you specifically or is unique to you is “Personally Identifiable Information”; provided, however, aggregated data that cannot be used to identify or contact you shall not be considered “Personally Identifiable Information.”

5.2. No Responsibility for User Content. CoinCircle assumes no responsibility for the conduct of any user submitting any User Content and assumes no responsibility for monitoring the Service for inappropriate content or conduct.

5.3. Use of Service May Be Monitored. We do not, and cannot, pre-screen or monitor all User Content. However, at our discretion, our representatives or technology may monitor and/or record your interaction with the Service or communications (including without limitation chat text) when you are using the service.

5.4. No Obligation to Remove or Modify Inappropriate User Content. If at any time CoinCircle chooses, in its sole discretion, to monitor the Service, CoinCircle nonetheless assumes no responsibility for User Content and assumes no obligation to modify or remove any inappropriate User Content. We have the right, but not the obligation, in our sole discretion to edit, refuse to post, or remove any User Content.

5.5. User Responsible for Information Posted. You are solely responsible for the information that you post on, through or in connection with the Service and that you provide to others.

5.6. User Content May Be Deleted in Our Sole Judgment. CoinCircle may reject, refuse to post or delete any User Content for any or no reason, including, but not limited to, User Content that in the sole judgment of CoinCircle violates these Terms.

5.7. Disclosure of Information. For any information that you may obtain through the Service that was provided by another User, you agree not to disclose or distribute any such information in a manner that would violate the rights of or breach any obligations owed to such User and you are solely responsible for obtaining any necessary rights from a User required for You to disclose such information.

5.8. Limited Storage Capacity. CoinCircle reserves the right to limit the storage capacity of User Content that you post on, through or in connection with the Service.

5.9. User Interactions.

5.9.1. User Responsible for Interactions with Users. You are solely responsible for your interactions with Users and any other parties with whom you interact through the Service. CoinCircle reserves the right, but has no obligation, to become involved in any way with these disputes.

5.9.2. Release In Connection With Disputes. If you have a dispute with one or more Users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

5.10 Acting on Behalf of Spouse or As Agent For Entity Or Third Party. If you are submitting information of or about your spouse or as an agent for an entity or third party (such spouse, entity or third party is referred to as a “Represented Party”) or entering into Terms on behalf of Represented Party, you represent and warrant that you have the right and authority to act on behalf of Represented Party and to submit such information to CoinCircle. For the sake of clarity, all references to “you”, “your” or “yours” are references to CoinCircle.

5.11. Dependence Upon Investor Information. We are not responsible for verifying the accredited investor status of any person or entity if an Account is not established for such person or entity and such person or entity does not use the Service to provide information requested by the Service for Investors.

5.12. Intermediary Services. If you are an investment portal, investment intermediary or offer any service where you will provide information about Users to other parties besides yourself (an “Intermediary”) and you obtain any information from or about a User, you will not take any actions with such information without obtaining all necessary rights and permissions from such User to avoid you breaching any agreement with or violating the rights of such User. If you are an Intermediary, you acknowledge that we do not obtain any rights from any User on your behalf regarding your use of any information you obtain about a User through use of the Service.

5.13. Contact. You understand and agree that we will contact any person as a potential Investor only if you give us permission to contact such potential Investor. You also understand and agree that such potential Investors have previously contacted you for the purpose of possibly purchasing securities and that such potential Investor is willing to be contacted by CoinCircle for the purpose verifying such potential Investor’s status as an accredited investor.

5.14. Representations and Warranties Generally. If you submit information to the Service, you represent and warrant that: (a) all information you submit is complete, accurate and not fraudulent; and (b) you have the right and authority to submit information for use by the Service without violating the privacy or intellectual property rights of any third party or breaching any contractual right of any third party. If you use the Service and are acting as an employee or agent of an non-individual entity, you represent and warrant that you have all necessary power, right and authority to cause such entity to be bound by these Terms.

6. General Use, Prohibited Use, and Termination.

6.1. Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the CoinCircle Site, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by CoinCircle from time to time. Any other use of the CoinCircle Site or Content is expressly prohibited and all other right, title, and interest in the CoinCircle Site or Content is exclusively the property of CoinCircle and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. "coincircle.com", "CoinCircle” and all logos related to the CoinCircle Services or displayed on the CoinCircle Site are either trademarks or registered marks of CoinCircle or its licensors. You may not copy, imitate or use them without CoinCircle’s prior written consent.

6.2. Website Accuracy. Although we intend to provide accurate and timely information on the CoinCircle Site, the CoinCircle Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the CoinCircle Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the CoinCircle Site.

6.3. Third-Party Applications. If, to the extent permitted by CoinCircle from time to time, you grant express permission to a third party to access or connect to your CoinCircle Account, either through the third party's product or service or through the CoinCircle Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your CoinCircle Account. Further, you acknowledge and agree that you will not hold CoinCircle responsible for, and will indemnify CoinCircle from, any liability arising out of or related to any act or omission of any third party with access to your CoinCircle Account. You may change or remove permissions granted by you to third parties with respect to your CoinCircle Account at any time through the Account Settings (Integrations) page on the CoinCircle Site.

6.4. Prohibited Use. In connection with your use of the CoinCircle Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Business or Prohibited Use defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your CoinCircle Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business.

6.5. Transactions Limits. The use of all CoinCircle Services is subject to a limit on the amount of volume, stated in U.S. Dollar terms, you may transact or transfer in a given period (e.g., daily). Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. CoinCircle reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request at support@coincircle.com. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with CoinCircle staff (such process, "Enhanced Due Diligence"). CoinCircle reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

6.6. Suspension, Termination, and Cancellation. CoinCircle may: (a) suspend, restrict, or terminate your access to any or all of the CoinCircle Services, and/or (b) deactivate or cancel your CoinCircle Account if:

• We are so required by a facially valid subpoena, court order, or binding order of a government authority; or
• We reasonably suspect you of using your CoinCircle Account in connection with a Prohibited Use or Business; or
• Use of your CoinCircle Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or
• Our service partners are unable to support your use; or
• You take any action that CoinCircle deems as circumventing CoinCircle’s controls, including, but not limited to, opening multiple CoinCircle Accounts or abusing promotions which CoinCircle may offer from time to time.
• You breach our Behavior Policy

If CoinCircle suspends or closes your account, or terminates your use of CoinCircle Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits CoinCircle from providing you with such notice. You acknowledge that CoinCircle’s decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to CoinCircle’s risk management and security protocols. You agree that CoinCircle is under no obligation to disclose the details of its risk management and security procedures to you.

6.7. Relationship of the Parties. CoinCircle is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and CoinCircle to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or CoinCircle to be treated as the agent of the other.

6.8. Privacy of Others; Marketing. If you receive information about another user through the CoinCircle Services, you must keep the information confidential and only use it in connection with the CoinCircle Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the CoinCircle Services.

6.9. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the CoinCircle Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your CoinCircle Account by third-parties and the loss or theft of any Digital Currency and/or funds held in your CoinCircle Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of CoinCircle and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your CoinCircle Account information has been compromised, contact CoinCircle Support immediately at support@coincircle.com.

6.10. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the CoinCircle Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your CoinCircle Account.

7. Customer Feedback, Queries, Complaints, and Dispute Resolution

7.1. Contact CoinCircle. If you have any feedback, questions, or complaints, contact us at support@coincircle.com. When you contact us please provide us with your name, address, and any other information we may need to identify you, your CoinCircle Account, and the transaction on which you have feedback, questions, or complaints.

7.2. Arbitration; Waiver of Class Action. If you have a dispute with CoinCircle, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf) and you and CoinCircle hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees.

8. General Provisions.

8.1. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from CoinCircle. Always log into your CoinCircle Account through the CoinCircle Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

8.2. Release of CoinCircle; Indemnification; Assumption of Risk. If you have a dispute with one or more users of the CoinCircleCoinCircle services, you release CoinCircle, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold CoinCircle, its affiliates and Service Providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

You acknowledge that the Site (including without limitation the Protocol and the Smart Contracts) and your use of the Site contain certain risks, including without limitation the following risks:

That any Smart Contracts you interact with are entirely your own responsibility / liability, and CoinCircle is not a party to the Smart Contracts; At any time, your access to your Assets may be suspended or terminated or there may be a delay in your access or use of your Assets which may result in the Assets diminishing in value or you being unable to complete a Smart Contract; if you are a borrower of Assets and if your collateral declines such that your collateral is no longer sufficient to secure your borrowed Assets, other Users may seize your collateral to close out your borrowed Asset balance; and The Protocol may be suspended or terminated for any or no reason, which may limit your access to your Assets.

Accordingly, you expressly agree that: (A) you assume all risk in connection with your access and use of the Site, the Protocol and the Smart Contracts; and (B) that you expressly waive and release CoinCircle from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of the Site, the Protocol or the Smart Contracts. If you are a California resident, you waive California Civil Code §1542, which says: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

8.3. Limitation of Liability; No Warranty. IN NO EVENT SHALL COINCIRCLE, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY ON DEPOSIT IN YOUR COINCIRCLE ACCOUNT OR (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE COINCIRCLE SITE OR THE COINCIRCLE SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COINCIRCLE HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT COINCIRCLE FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE COINCIRCLE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COINCIRCLE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. COINCIRCLE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE COINCIRCLE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

CoinCircle makes no representations about the accuracy or completeness of historical Digital Currency price data available on the Site. CoinCircle will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but CoinCircle makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

IF YOU ARE A NEW JERSEY RESIDENT, the provisions of this Section 8.3 are intended to apply only to the extent permitted under New Jersey law.

To the maximum extent permitted by applicable law, in no event shall CoinCircle, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this Site. Under no circumstances will CoinCircle be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site or the information contained therein.To the maximum extent permitted by applicable law, CoinCircle assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our site; (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 Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our site by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Site; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall CoinCircle, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to CoinCircle hereunder or $100.00, whichever is greater.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if CoinCircle 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.

Limitations as Allowed by Law.

Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.

Governing Law, Arbitration, and Class Action/Jury Trial Waiver.

Governing Law. You agree that: (i) the Site shall be deemed solely based in California; and (ii) the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Los Angeles, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from CoinCircle. For any dispute with CoinCircle, you agree to first contact us at legal@CoinCircle.com and attempt to resolve the dispute with us informally. In the unlikely event that CoinCircle has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Los Angeles, California, unless you and CoinCircle agree otherwise. If you are using the Site for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Site for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing CoinCircle from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the site for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and CoinCircle are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

8.4. Entire Agreement. This Agreement, the Privacy Policy, E-Sign Consent, and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and CoinCircle as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and CoinCircle. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

8.5. Amendments. We may amend or modify this Agreement by posting on the CoinCircle Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the CoinCircle Services, or suspension or termination of your access to the CoinCircle Services, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.

8.6. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any CoinCircle affiliates or subsidiaries, or to any successor in interest of any business associated with the CoinCircle Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

8.7. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

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

8.9. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, CoinCircle Account cancellation, debts owed to CoinCircle, general use of the CoinCircle Site, disputes with CoinCircle, and general provisions, shall survive the termination or expiration of this Agreement.

8.10. Governing Law. You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and CoinCircle, except to the extent governed by federal law.

8.11. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

8.12. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

8.13. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.

9. Custodial Wallets

9.1. Custodial Wallets. In conjunction with a digital currency custodian partner (“Money Transmitter”), CoinCircle currently accepts BTC, DAI and ETH for deposit into the Custodial Wallet(s) (“Accepted Digital Currency(ies)”) where the user can send, request, store and receive Accepted Digital Currency. No fiat currency or US dollar backed digital currency will be accepted for deposit into a Custodial Wallet. The Accepted Custodial Currencies may change from time to time at CoinCircle’s sole and exclusive discretion. CoinCircle makes no representation or promise that Custodial Wallets will always be available to you in your jurisdiction and CoinCircle hereby informs you that jurisdictions where Custodial Wallets are available may change at any time for any reason, or for no reason at all at CoinCircle’s full and exclusive discretion.

9.1. Custodial Wallet Risks. You acknowledge and agree to the following:

• The wallets maintained by CoinCircle and the Money Transmitter partner including, without limitation, the Custodial Wallets are not bank accounts or deposit accounts or savings accounts under traditional banking laws and either CoinCircle or Money Transmitter partner may not be regulated as a bank or other financial institution in your jurisdiction.
• No interest will be accrued on any Accepted Digital Currency held in Custodial Wallets by any U.S. Person or any person located in the United States of America or other jurisdictions by either CoinCircle or the Money Transmitter partner.  There should also be no expectation of any interest accruals to ever be paid in the Custodial Wallets, regardless of location or jurisdiction.
• Digital currencies may be subject to significant market fluctuations, none of which are within CoinCircle’s control. You acknowledge and accept the potential for total loss of value associated with digital currencies held in any CoinCircle wallet, including but not limited to the Custodial Wallet(s).
• Notwithstanding any provision herein to the contrary, CoinCircle and the Money Transmitter partner both unilaterally retain the right to freeze, suspend and/or terminate any wallet at any time and for any reason including, without limitation, where there may be a reasonable belief by either CoinCircle or the Money Transmitter partner that use of the wallet violates either of their Anti-Money Laundering Policies or any other policy of either CoinCircle or the Money Transmitter partner, where requested by any regulator, government agency or department, or where either CoinCircle or the Money Transmitter partner has a reasonable belief that fraud has been or is about to be committed by a user.

10. Additional Terms

10.1. Important Additional Terms. By using any of the CoinCircle Services you also acknowledge and agree to all terms, conditions and policies of the Money Transmitter partner which can be found here:

User Agreement: https://sendwyre.com/user-agreement/

Privacy Policy: https://www.sendwyre.com/privacy-policy/

Security Policy: https://www.sendwyre.com/security/

Refund Policy: https://www.sendwyre.com/refund-policy/

Licenses: https://www.sendwyre.com/licenses/

These policies together (“Money Transmitter Policies”) also govern many of your rights while using the CoinCircle platform and application.  Money Transmitter Policies are in full force and effect the entire time you are using the CoinCircle platform, and CoinCircle reserves the right to unilaterally and exclusively enforce these Money Transmitter Policies without the involvement of Money Transmitter partner should CoinCircle believe that such policies need to be enforced or such actions need to be taken in order to protect against fraud or maintain safety and compliance within CoinCircle, regardless of how you use the CoinCircle service, and regardless of if you ever interact with Money Transmitter partner services or not.

10.2. Policy Enforcement. If at any time the CoinCircle policies contained herein or any additional terms conditions and policies that govern your use of the CoinCircle Services conflict with the Money Transmitter Policies, it will be in CoinCircle’s sole and exclusive discretion to determine the appropriate course of action, or otherwise determine how to proceed.   Money Transmitter partner also maintains the right to enforce their policies outside of the control of CoinCircle or other 3rd parties, in order to maintain safety and compliance or for other reasons. By using the CoinCircle Service you agree and understand that your use of CoinCircle Services are governed by all terms and services of both CoinCircle and of the Money Transmitter partner.

11. Biometrics, Security and Passwords

11.1. Biometrics.  By using CoinCircle Services, you agree to the use of biometric identification such as FingerPrint, Voice Print and Facial Recognition technologies (“Biometrics”).

11.2. Application Access. By using the CoinCircle mobile application on either iOS or Android in conjunction with the CoinCircle Services, you are allowing anyone who has their Biometrics stored on the device you use (especially if it is a shared device) to potentially access your CoinCircle wallet or account(s), including the ability to indiscriminately transfer all funds or otherwise spend money on your behalf without your permission.

11.3 Shared Devices. We do not recommend using the CoinCircle mobile applications or any of CoinCircle Services if you share your device, and if you choose to do so, you are hereby informed that using any CoinCircle Services on a shared device could result in the total loss of all of your funds, as well as additional damages that are entirely outside the control of CoinCircle to repair. Sharing your device with anyone who has similar enough Biometrics, or who knows your login information or device passcode can give them full and complete access to your CoinCircle Services and account(s). If you use any CoinCircle Services you hereby strictly agree to review all face(s) and other Biometrics stored on your device and delete any that are not yours, and to further not allow any user other than yourself access to your device, and to not share your passwords, passcodes or other such information with anyone what-so-ever.

11.4. Third Party Cloud Backup Services.  By using CoinCircle Services you are agreeing to all terms, conditions, policies and terms of service of Google Drive (found here: https://www.google.com/drive/terms-of-service/) as well as additionally to the Apple iCloud terms, conditions, policies (found here: https://www.apple.com/legal/internet-services/icloud/) and for the CoinCircle Services to use both Apple iCloud and Google Drive (“Cloud Backup Services”) on your behalf.  The CoinCircle Service may from time to time use such services to securely backup data from the CoinCircle Service that are required for the continued use of the CoinCircle Service. By using the CoinCircle Service you expressly agree to the use of Cloud Backup Services in accordance with all other CoinCircle terms and conditions.  The use of Cloud Backup Services are only accessible by you, and not accessible by anyone other than you, not even the CoinCircle Service without your permission; you therefore grant CoinCircle irrevocable rights to access your Cloud Backup Services but only to save and access data generated by CoinCircle and only data that is necessary for the CoinCircle Service to operate. You also are hereby informed and agree that you understand that it is your responsibility to maintain strong passwords on your Cloud Backup Services, and that should you not do so, or should you grant any other third party access to your Cloud Backup Services, you could be compromising the privacy and security of your CoinCircle Services data and account(s).

APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE

Prohibited Use

You may not use your CoinCircle Account to engage in the following categories of activity ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of CoinCircle Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at support@coincircle.com. By opening a CoinCircle Account, you confirm that you will not use your Account to do any of the following:

Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where CoinCircle conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information

Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the CoinCircle Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the CoinCircle Site, other CoinCircle Accounts, computer systems or networks connected to the CoinCircle Site, through password mining or any other means; use CoinCircle Account information of another party to access or use the CoinCircle Site; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of CoinCircle.

Abuse Other Users: Interfere with another individual's or entity's access to or use of any CoinCircle Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the CoinCircle Site about others, including without limitation email addresses, without proper consent.

Fraud: Activity which operates to defraud CoinCircle, CoinCircle users, or any other person; provide any false, inaccurate, or misleading information to CoinCircle.

Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance.

Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of CoinCircle intellectual property, name, or logo, including use of CoinCircle trade or service marks, without express consent from CoinCircle or in a manner that otherwise harms CoinCircle or the CoinCircle brand; any action that implies an untrue endorsement by or affiliation with CoinCircle.

Other Agreements with CoinCircle:  Engage in any activity that violates the terms, conditions, representations, or warranties set forth in any other agreement or terms of service that you may have with CoinCircle or are subject to as a result of your voluntary participation in programs, services, or features offered by CoinCircle.

Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from CoinCircle Services ("Prohibited Businesses"). Most Prohibited Businesses categories are imposed by Card Network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of CoinCircle Services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at support@coincircle.com.

By opening a CoinCircle Account, you confirm that you will not use CoinCircle Services in connection with any of the following businesses, activities, practices, or items:

Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes.

Restricted Financial Services: Check cashing, bail bonds; collections agencies.

Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder

Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen.

Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis.

Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs.

Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body.

Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom).

Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features.

Multi-level Marketing: Pyramid schemes, multi-level network marketing, and any deceptive pyramid-like marketing programs.

Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.

Conditional Use

Express written consent and approval from CoinCircle must be obtained prior to using CoinCircle Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at support@coincircle.com. CoinCircle may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use CoinCircle Services in connection with any of the following businesses, activities, or practices:

Money Services: Money transmitters, Digital Currency transmitters; currency or Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the CoinCircle Services.

Charities: Acceptance of donations for nonprofit enterprises.

Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize.

Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization.

APPENDIX 2: E-SIGN DISCLOSURE AND CONSENT

This policy describes how CoinCircle delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your CoinCircle Account and your use of CoinCircle Services. Communications include:

• Terms of use and policies you agree to (e.g., the CoinCircle User Agreement and Privacy Policy), including updates to these agreements or policies;
• Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
• Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
• Responses to claims or customer support inquiries filed in connection with your Account.

We will provide these Communications to you by posting them on the CoinCircle website, emailing them to you at the primary email address listed in your CoinCircle profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

• A device with an Internet connection;
• A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
• A valid email address (your primary email address on file with CoinCircle); and
• Sufficient storage space to save past Communications or an installed printer to print them.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us at support@coincircle.com. If you fail to provide or if you withdraw your consent to receive Communications electronically, CoinCircle reserves the right to immediately close your Account or charge you additional fees for paper copies.

Updating your Information

It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if CoinCircle sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, CoinCircle will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at support@coincircle.

APPENDIX 3 ADDITIONAL TERMS FOR DEVELOPERS

1. Developer's Tools License.

1.1. Developer's Tools. This Agreement governs your use of any and all development applications provided by CoinCircle, including, but not limited to CoinCircle’s application programming interface and any accompanying or related documentation, source code, executable applications and other materials (the "CoinCircle API") and any other resources or services available ("CoinCircle Services") provided to you pursuant to this Agreement (collectively, the "Developer's Tools"). Use of the Developer's Tools is subject to this APPENDIX 3 and is also subject to General Use terms, including without limitation the releases, indemnities, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth above.

1.2. License Grant. Subject to the terms and restrictions set forth in this Agreement, CoinCircle grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license solely to use and integrate the Developer's Tools and underlying content into your website or application (your "Application") so that your Application can interface directly with CoinCircle devices, applications, or services.

1.3. Restrictions and Responsibilities. By using the Developer's Tools, you agree to the following terms:

1.3.1. You shall:

1. Register for a CoinCircle Account.
2. Comply with the terms of this Agreement and the Privacy Policy incorporated herein by reference, and which may be amended from time to time (the "Terms"). If you continue to use the Developer's Tools and CoinCircle Marks after any such amendment, you will be deemed to have accepted any modifications.
3. Comply with all applicable laws, regulations, licensing requirements, and third party rights (including, without limitation, data privacy laws).
4. Represent and warrant that your Application, including but not limited to the name of the Application and all content in your Application, does not infringe the Intellectual Property rights of CoinCircle or any third party.
5. Disclose in your Application, through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from end users.
6. Use the CoinCircle Marks only as expressly authorized in this Agreement.
7. Obtain prior written approval from CoinCircle prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to CoinCircle, the CoinCircle Marks, or this Agreement.
8. Comply with additional verification procedures in the event that your Application seeks OAuth permissions to transfer Digital Currency in an amount greater than predefined limits.
9. Take steps to adequately secure your API Keys and OAuth Tokens, including the measures specified

1.3.2. You shall not:

1. Copy, rent, lease, sell, sublicense, or otherwise transfer your rights in the Developer's Tools to a third party.
2. Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Developer's Tools.
3. Cache, aggregate, or store data or content accessed via the Developer's Tools other than for purposes allowed under this Agreement.
4. Use the Developer's Tools for any Application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code.
5. Use the Developer's Tools to encourage, promote, or participate in illegal activity, violate third party rights, including intellectual property rights or privacy rights, or engage in any Prohibited Use or Prohibited Business as defined in the Terms.
6. Use the Developer's Tools in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise impacts the stability of CoinCircle’s servers or impacts the behavior of other applications using the Developer's Tools.
7. Display Developer's Tools or CoinCircle Marks in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and CoinCircle, other than as expressly permitted in writing by CoinCircle.
8. Attempt to cloak or conceal your identity or your Application's identity when requesting authorization to the Developer's Tools.

1.3.3 Indemnification.  To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless CoinCircle, its affiliates and their respective directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from (a) your use of the CoinCircle API or your CoinCircle Account in violation of this Agreement, (b) your Application that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, or (c) your failure to secure and keep secret your OAuth Token(s) or API key(s).

2. Activities Subject to Additional Restrictions.

2.1. Activities Subject to Additional Restrictions. CoinCircle may require you to obtain written consent and complete enhanced on-boarding procedures, and/or may restrict your Application if you would like to create/offer an Application which is designed for or results in any of the following:

2.1.1. Provide International Remittance Services. Any Application which involves a service that provides for: (i) an international (cross border) transfer of funds from a Sender to a Recipient, (ii) without an underlying sale or other bona fide commercial purpose for the transfer.

2.1.2. Provide Banking or Other Licensed Financial Services. Any Application which either holds money for eventual payment or which offers or provides credit, either directly or as a broker or arranger between third parties, or any Application that would require licensing as a bank, money services business, or other financial service provider, or as an escrow service in the jurisdiction where the service's users reside, unless such Application falls within the definition of a Prohibited Business under the Terms.

2.1.3. Provide Gaming Services. Any Application which involves the payment of funds by a customer in exchange for the chance to earn or win a prize, reward, or other payment.

2.1.4. Provide Digital Currency Exchange Services. Any Application which involves a business engaged in the exchange of Digital Currency for Fiat Currency, funds, or other Digital Currency and which accepts and transmits a convertible Digital Currency or buys or sells convertible Digital Currency for any reason.

2.1.5 Provide Donation Acceptance Services. Any Application which involves a service which allows for the acceptance of donations on behalf of a charity or other religious or spiritual organization.

3. Intellectual Property and Ownership; Use of Marks.

As between CoinCircle and you, the Developer's Tools, CoinCircle Marks, and all intellectual property rights therein and thereto are and shall at all times remain the sole and exclusive property of CoinCircle and are protected by applicable intellectual property laws and treaties. You have no rights with respect to Developer's Tools or CoinCircle Marks except as expressly set forth herein. If you obtain CoinCircle’s prior written consent, you may use and display CoinCircle’s name and logo ("CoinCircle Marks") solely to attribute the Developer's Tools as the source of your Application.

4. API Calls and Compliance

CoinCircle may set limits on the number of API calls that you can make at its sole discretion, for example in the interest of service stability. If you exceed these limits, CoinCircle may moderate your activity or cease offering you access to the CoinCircle APIs altogether in CoinCircle’s sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. CoinCircle may immediately suspend or terminate your access to the Developer's Tools without notice if CoinCircle believes, in its sole discretion, that you are in violation of this Agreement or the Terms.

5. Updates and Support

CoinCircle may elect to provide you with support or modifications for the Developer's Tools, in its sole discretion, and may terminate such support at any time without notice. CoinCircle may change, suspend, or discontinue any aspect of the Developer's Tools at any time, including the availability of any Developer's Tools.

6. Security and Privacy

6.1 Security. You will use all reasonable efforts to protect Customer Data (as defined below) collected by your Application, including without limitation any personally identifiable information ("PII"), from unauthorized access or use. In the event your systems or infrastructure that are used for storage, processing or hosting Customer Data are breached or compromised, or if Customer Data is inadvertently exposed to non-authorized third parties, you shall notify CoinCircle promptly of such a breach or exposure including root cause, remediation steps, and compensating controls to ensure such a breach does not occur in the future. You are responsible for providing customer notification under the state breach notification statutes and any other applicable privacy laws and you will bear the costs incurred by CoinCircle resulting from your breach or exposure. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any Developer's Tools or any authorized or unauthorized use of your Application.

6.2. Privacy and PII. "Customer Data" means any and all technical information, PII, device usage information, or other information derived from access to or use of any of the Developer's Tools, including but not limited to data that relates to any end users of any CoinCircle products or services or pertains to use of any CoinCircle products or services by such end users. You acknowledge and agree that you are solely responsible for obtaining all required consents from end users in connection with any use of your Application and the Developer's Tools, which consent shall be compliant with all applicable data protection legislation and other privacy laws, rules, and regulations. Without limiting the foregoing, before collecting any Customer Data or other information from end users of your Application, you must provide adequate notice of what Customer Data and other information you collect and how it will be used and/or shared and obtain any necessary consents. You and your Application will comply with all privacy laws and regulations (including those applying to PII) in connection with your access and use of the Developer's Tools. You will provide and adhere to a privacy policy for your Application that: (i) complies with all applicable laws, rules, and regulations, (ii) is conspicuously displayed to all end users of your Application, and (iii) clearly and accurately describes to end users of your Application what data and user information you collect (such as PII, login information, etc.) and how you use and share such information (including for advertising) with CoinCircle and third parties. If a user requests of you or CoinCircle to have any Customer Data that may be considered PII under any law, rule, or regulation throughout the world deleted, you agree to promptly honor the user's or CoinCircle’s request and to delete all such data and information from your servers and other assets, including back-ups, to the extent reasonably possible, or to anonymize all user data so it cannot be tied back to a user's identity.

6.3. Data Use. You will not sell any Customer Data or disclose any Customer Data to any third party. Your Application may use Customer Data only as required for use and access to your Application by the end user to whom such Customer Data relates. You shall not sublicense the Customer Data to any third party, and you shall not use or disclose any information derived directly or indirectly from the Customer Data for any purpose other than as set forth above. Without limiting the generality of the foregoing, you shall not use any part of the Customer Data to create a database separate from your Application or transmit all or part of the Customer Data to any third party for any use separate from your Application. Any use of Customer Data other than as expressly permitted by this Agreement is strictly prohibited.