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Dapper Service Terms of Use
Latest Update: June 9, 2020

Thank you for visiting https://accounts.meetdapper.com (the “Site”). This Dapper service user agreement is an important legally binding agreement between you (“you”, “your” or “User”) and Dapper Labs Inc. (“Dapper”, “we”, “us” or “our”). This agreement, the Dapper Service Privacy Policy, your Settings and such other terms as may be included in any of them by reference (collectively, the “Agreement”) govern your use of the Site, and the services of Dapper (collectively, the “Services”).

BY CLICKING ‘I AGREE’ OR ‘ACCEPT’ OR OTHERWISE ACCEPTING THIS AGREEMENT, YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT, SO PLEASE READ IT CAREFULLY PRIOR TO DOING SO. We strongly recommend that you frequently review this Agreement to ensure that you understand it and how it applies to your access to and use of the Services.

Please refer to the Glossary at the end of this Agreement for definitions of capitalized terms that are not defined in the text of the Agreement.

Users and Accounts

A User is prohibited from accessing or using the Services unless the User: (i) has accepted this Agreement; (ii) is located and domiciled in an Approved Region; (iii) is eighteen (18) years of age or older OR a parent or guardian has provided express consent for User to use the Services; (iv) is not a Prohibited User (as defined below); and (v) is not otherwise prohibited from using the Services. Persons under twelve (12) years of age are not permitted to use the Services, even if they have parental consent.

Following acceptance of this Agreement by a User, Dapper shall grant User a unique digital Account to access the Services and act as a record of Transactions. User will create and use a password to access the Account. Dapper may also provide User with access tokens for the Account. User shall not disclose such password or tokens or permit any third party to use them. User has full responsibility for use of their Account, password, and tokens. User will be given the ability to adjust Settings in the Account, which selected Settings are incorporated into this Agreement. User is exclusively responsible for those selections, even if they contain errors on the part of the User or cause losses to the User. User is exclusively responsible for all Transactions in the Account. Except as required to deliver the Services or as required by law, Dapper will not grant any third-party access to the User’s Account.

For initial signup for an Account, all User needs to provide is an email address and password.

Later, in the course of adding features to the Account or at Dapper’s discretion, User must, when and as requested, supply Dapper with additional User KYC Information. User represents that all User KYC Information provided is true and accurate and shall immediately update such information in the Account or by notice to Dapper if any of it changes. Dapper reserves the right to terminate this Agreement or suspend performance hereunder immediately on determining that any User KYC Information is false, inaccurate, misleading or out of date.

User shall immediately notify Dapper if User suspects any unauthorized use or access of the Account or otherwise suspects any security breaches or attempted security breaches in the Services, Account, a User Device, any NFT Wallet or those of any Other User.

User assumes exclusive responsibility for all Transactions and other activities that occur in User’s Account and through the Services and accepts all risks of any unauthorized access to User’s Account, to the maximum extent permitted by law.

Dapper may, but is not obligated to, offer or require enhanced security features for the Account, such as two-factor authentication. For any enhanced security features, User shall ensure the security of User’s Device or account (e.g. phone) that may be associated with the enhanced security features. Any mention of, or linking to, third parties by Dapper that provide such security features (“2FA Provider”) is offered as a convenience and shall not be considered an endorsement or requirement of Dapper to use such 2FA Provider.

Prohibited Users

Services are not offered to absolutely everyone.

The following Persons are prohibited from using the Services (each, a “Prohibited User”): (i) Persons who appear on the United States Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN), United States Commerce Department’s Denied Persons or other similar lists; (ii) Persons who are nationals or residents of Cuba, Iran, North Korea, Sudan, Syria or any other country, territory, or other jurisdiction that is embargoed by Canada, the United States or listed at Exhibit “A” of this Agreement; (iii) Persons who are less than 18 years of age; (iv) Persons who are not residents of and located in an Approved Region; (v) Persons, or their Affiliates, who have been subject to an Account termination for cause; and (vi) Persons that are not individual natural persons, unless such Persons pass additional KYC requirements as indicated by Dapper. If User is an entity and not an individual person, please contact [email protected] Dapper reserves the right to add or remove Approved Regions at its sole discretion.

You are prohibited from accessing or using the Services in, from or through a location where your use of the Services would violate any Applicable Law. You represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the Services while located in any such jurisdiction.

The Services are not available in all jurisdictions. Dapper prohibits the use of the Services in certain jurisdictions, which jurisdictions may vary at Dapper’s sole discretion. Dapper may implement controls to restrict access to the Services from any jurisdiction from which use of the Services is prohibited. You shall comply with such restrictions, even if the methods imposed by Dapper to prevent the use of the Services are not effective or can be bypassed.

Prohibited Activities

Services cannot be used for absolutely any purpose.

User shall use the Services for only good faith Transactions for its own purposes and not on behalf of third parties. User shall not use the Services to, directly or indirectly, assist in any activity that is illegal in Canada, the U.S. or the jurisdiction of User or use the Services in relation to any other any Prohibited Activity (all of which are listed below in the Glossary). Dapper reserves the right to add or remove Prohibited Activities at its sole discretion.

Risk – NFTs

You acknowledge and agree that there are inherent risks associated with NFTs and that such risks extend to your use of the Services. These risks include, but are not limited to, the failure of hardware, software or internet connections, the risk of malicious software introduction and the risk of unauthorized access to your Account or NFT Wallets. It is your responsibility to familiarize yourself with the risks involved with NFTs, their protocols and networks. Use of the Services does not remove these risks. Dapper is not responsible for any communication failures, disruptions, errors, distortions or delays when using the Services, however they may be caused.

You acknowledge that an NFT has no inherent value nor does Dapper or any third party promise that an NFT has or will ever have any specific value. Transactions can take time to be confirmed and may, in some cases, not be completed. For example, if you initiate a withdrawal Transaction to settle NFTs to an External Wallet and you provide an incorrect or incomplete address, the withdrawn NFTs may be lost and may not be recoverable. If you attempt to send or receive NFTs that are not supported by the Services, the NFTs may be lost entirely and may not be recoverable. In no event will Dapper be liable to you or to any third party for any of the foregoing.

If the Services post a dollar value in association with a specific NFT in your Hosted Wallet, such posting shall not constitute a representation as to the actual or projected value of such asset. Instead, such posting constitutes either: (i) the potential value attributed to the NFT by another User; or (ii) Third Party Content published to the Site or Account for your general information only, and you should not rely on such posting for any financial decision. You agree that it is your responsibility to independently ascertain the value of your NFTs, without relying on the Services. Dapper is not, itself, offering to purchase or sell any NFTs from you or to you under this Agreement.

You understand and accept that there are also inherent risks associated with using any NFTs network, including Approved Networks. These risks include, but are not limited to, unanticipated changes to the network protocol or unknown vulnerabilities which may include or result in underlying technology attacks. Other possible risks may include forks or rollbacks of NFTs, networks, or blockchains. Dapper has no control over any Approved Networks and will not be responsible for any loss you suffer when you transact via any Approved Network.

Services

The Services include the right, subject to the terms of this Agreement, to:

  • use the Site to access the Account and Services;
  • use an Account, described in greater detail above;
  • use a Hosted Wallet, described in greater detail below;
  • cause Dapper to send and receive User Data to and from PSW Provider and other Third Party Servicers.
Hosted Wallet for NFTs

The Hosted Wallet is an NFT hosted wallet Service provided to User.

(i) Hosted Wallet Deposit

The Hosted Wallet Service permits the User to generate one or more addresses through the Account to which User may transfer NFTs from an External Wallet. User may be required to verify that they control the External Account prior to Dapper accepting or allowing User to transact in NFTs from the External Account. Deposits to the Hosted Wallet will not be immediately available for use in the Services; they may be subject to delays on the Approved Network, holds imposed to reduce fraud or other risks, or other limitations pursuant to the AML Program or otherwise. User must not transfer NFTs that are not supported by Dapper to a Hosted Wallet , as indicated in the Services and the Account. If User transfers any NFTs that are not supported by Dapper to a Hosted Wallet, such NFTs may be permanently lost; a loss for which Dapper shall not be liable. NFTs in a Hosted Wallet can only be used in connection with Services and not for any transactions outside of the Services. If User wishes to use their NFTs for activities other than the Services, User must first transfer them to an External Wallet.

(ii) Hosted Wallet NFT Contents

As and when User deposits NFTs into the Hosted Wallet, the Service shall indicate the presence of each NFT in the Hosted Wallet. Dapper holds Hosted Wallet NFTs.

(iii) Hosted Wallet NFT Withdrawal

Should Dapper enable a withdrawal feature, on instructions from User through the Account, Dapper shall debit the Hosted Wallet and send the User-specified NFT to an External Wallet specified by the User. The Hosted Wallet will also be debited when User initiates an Exchange Transaction that includes a debit of the User-specified NFT. As discussed below in this Agreement, Dapper shall automatically debit User PSW for the amount of Fees owing under this Agreement. Dapper shall also freeze or debit the Hosted Wallet where it is required to do so by Applicable Law. Fees may apply to deposit or withdrawals of NFTs and as otherwise set forth herein or in the Account.

(iv) External Wallets

Dapper does not assume any liability with respect to any External Wallet. User must familiarize themselves with the terms of use, technology and security protocols of any External Wallet (e.g. saving private keys in a safe place etc.). External Wallets may levy fees on User for Transactions; Dapper is not liable for any such fees. If an External Wallet rejects NFTs sent to it from the Hosted Wallet, Dapper shall not be liable for any losses related thereto.

User represents to Dapper that any External Wallet used by User to send NFTs to the Hosted Wallet or to withdraw NFTs from the Hosted Wallet is owned and controlled exclusively and directly by User and no other Person. Dapper reserves the right to put a hold on funds from an External Wallet or block the use of an External Wallet for withdrawals from the Hosted Wallet where Dapper is not satisfied, in its sole discretion, that the foregoing representation is true. Acceptance by Dapper of NFTs from an External Wallet or permitting withdrawals to one does not constitute Dapper confirmation as to legal title therein. On request by Dapper, User shall provide External Wallet addresses for each NFT held in the Hosted Wallet so that Dapper can, if either requested by User or otherwise necessary under the terms of this Agreement, return all NFTs of the User to such External Wallets.

User PSW

Dapper shall assist User in entering into a User PSW Agreement with PSW Provider (being a payments and Stablecoin wallet provider) which, if approved by PSW Provider, shall result in User obtaining a User PSW. The User PSW is not provided by Dapper and Dapper does not take possession of Fiat or Stablecoin deposited therein. All User rights and privileges with respect to the User PSW are set out in the User PSW Agreement. Dapper has no liability for Fiat or Stablecoin Transactions, all of which liability rests with PSW Provider.

User hereby appoints Dapper as its agent to send and receive User Data to and from PSW Provider, including but not limited to instructions to initiate Fiat or Stablecoin Transactions from the User PSW.

(i) User PSW Load

If User wishes to add Fiat or Stablecoin to the User PSW, they can do so using PSW Provider and sending instructions to it through the Account, provided that the User can send such Fiat or Stablecoin only from an External PSW that is owned exclusively by User or an External PSW that is otherwise acceptable to Dapper.

(ii) User PSW Balance

The Account will post User Data concerning the User PSW balance.

(iii) User PSW Withdraw

If User wishes to withdraw funds from the User PSW, they can do so by instructing the PSW Provider to do so via instructions sent through the Account.

Transactions

The Services allow Users to engage in a variety of Transactions.

Transactions are subject to the following rules and disclaimers, without limitation:

  • You represent that you are using NFTs primarily as objects of play and not for investment or speculative purposes;
  • Dapper does not control any Approved Network and makes no representations to its ability to complete a given Transaction;
  • Dapper does not take possession of any Fiat or Stablecoin and makes no representations as to the PSW Provider’s ability to store or fulfill Transactions;
  • Dapper shall have no liability if a Transaction is delayed or fails on account of errors, lack of processing capacity or other failure of an Approved Network, or PSW Provider;
  • Dapper does not control External Wallets, External PSWs, or User PSWs and shall have no liability to User for their failures, fees and other risks associated with User use of the same;
  • Without prior notice or consent of User, Dapper reserves the right to impose, in its sole discretion, User, geographic, quantum, velocity, Fiat, Stablecoin, NFT kind and other limits on Transactions in order to protect User, Other Users, Dapper and its suppliers from legal, fraud, security or other risks;
  • Dapper is not able to reverse any Transaction. Dapper bears no responsibility or liability for Transactions initiated by User that contain incorrect, erroneous or improperly formatted User Data or are intended for a different type or destination of NFT, External Wallet, or PSW Provider;
  • User has the exclusive responsibility to ensure that their Transactions are carried out: (i) in compliance with Dapper requirements set out herein and in the Account; (ii) in compliance with any applicable Third Party Servicer or NFT requirements; (iii) using addresses and information that are true, correct, and free of error; and (iv) in compliance with the User PSW Agreement, and any other applicable Third Party Servicer Agreement; and
  • Dapper reserves the right, in its sole discretion, to prohibit Transactions from or to any External Wallet or External PSW in order to reduce the risk of fraud, security breaches, or other risks and also to comply with Applicable Law.

Failure by User to adhere to the foregoing rules may result in the permanent loss of their NFTs or Fiat for which Dapper shall have no liability.

Dapper Regulatory Status

Dapper is a hosted NFT service that is integrated with third parties who provide Fiat and Stablecoin custodial services directly to User, including the PSW Provider.

Dapper is not registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) or U.S. Department of the Treasury Financial Crimes Enforcement Network (FinCEN) as a money services business.

Dapper is not a bank. There is no FDIC insurance on Hosted Wallet NFTs. User acknowledges that NFTs have no intrinsic value. Fiat or Stablecoin balances, if any, are not held by Dapper.

The Services may be unavailable or subject to certain restrictions in certain states or jurisdictions at the sole discretion of Dapper without prior notice to you and without your consent.

Third Party Servicers

If User has a User PSW, then Dapper shall share User Data with the PSW Provider and also retrieve User Data from PSW Provider. Such exchanges of information shall be in furtherance of instructions given by User through the Account and may result in Transactions.

As per Settings, User also authorizes Dapper to send and receive User Data to and from other Third Party Servicers.

If User authorizes Dapper to take instructions from User, or in respect of an Account, via a Third Party Servicer, then such instructions shall be deemed delivered to Dapper by User directly.

User represents that each Third Party Servicer is party to a Third Party Servicer Agreement with User and that User assumes exclusive responsibility for acts and omissions of all Third Party Servicers whether under the Third Party Servicer Agreement, with respect to User Data or otherwise. The use of a Third Party Servicer does not relieve User of any of its responsibilities or obligations under this Agreement. User is liable for any and all fees charged by Third Party Servicers. Unless indicated to the contrary in the Account, Fees for Services do not include fees applicable under Third Party Servicer Agreements.

Personal Information Consent

On sign-up for the Services and at other times throughout the term of this Agreement, as a condition to accessing the Services, User shall provide User KYC Information to Dapper for purposes of verifying User identity, implementing the requirements of the AML Program and monitoring the User, Account and Transactions for suspicious activity. These identity verifications and screening procedures may include, but are not limited to, detection of money laundering, terrorist financing, fraud, or any other financial crime, checking the information you provide against the anti-terrorism financing list, maintained by the Office of the Superintendent of Financial Institutions (available at http://www.osfi-bsif.gc.ca/Eng/fi-if/amlc-clrpc/atf-fat/Pages/default.aspx), pursuant to subsection 83.05(1) of the Canadian Criminal Code (the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and United Nations Al-Qaida and Taliban Regulations) or Specially Designated Nationals and Blocked Persons list maintained by the United States Department of the Treasury Office of Foreign Assets Control (OFAC), the United States Department of Commerce Denied Persons list, or any other similar list issued by any United States governmental authority or any other Regulator having jurisdiction under Applicable Law prohibiting or limiting business activities with any person.

User authorizes Dapper to, directly or through third parties, make inquiries and take any other actions Dapper deems reasonably necessary to verify User identity, and the information User has provided. User acknowledges and agrees that such inquiries will result in User KYC Information being disclosed to credit reference and fraud prevention or financial crime agencies and services. Where Dapper is not entirely satisfied that it has verified User identity, it reserves the right to limit User access to some or all Services.

User consents to Dapper collecting, storing, processing and disclosing User KYC Information and other User Data as required to perform the Services and in accordance with the Privacy Policy and AML Program.

Unacceptable use or behavior

User alone is responsible for User actions, conduct, and behavior while using the Services. User shall not:

  • Use or attempt to use any Other User’s account;
  • Engage in activity, or use the Services in any manner, that imposes an excessive burden on Dapper, or exposes either to excessive security, financial or reputational risk, each as determined by Dapper in its sole discretion;
  • Engage in any behaviors that disrupt or negatively affect or inhibit Other Users from fully enjoying the Services or those of Third Party Servicers;
  • Detrimentally interferes with, intercept, or expropriate Dapper systems, data, or information;
  • Transmit or upload to Dapper or the Services any malware, virus, trojan horses, worms, or other harmful programs;
  • Circumvents, or attempts to circumvent, any content filtering techniques used by Dapper;
  • Access, or attempt to access, any feature of the Services that User is not authorized to access;
  • harass, stalk, threaten, defame, abuse, violate or infringe the legal rights of others, or otherwise be deceptive or objectionable, each as determined by Dapper in its sole discretion;
  • Post or distribute unsolicited content, promotions, campaigns, or commercial messages (SPAM), or any message or user content designed to advertise a third party product or service or deceive Other Users or other third parties;
  • Post content or collect content containing private information of any Other User or third party, including but not limited to phone numbers, email addresses, mailing addresses;
  • Violate any intellectual property rights; or
  • Induce or encourage any third party to engage in any activities or behaviors prohibited in this section.
Fees

Fees are as disclosed in the Account. You authorize Dapper to instruct PSW Provider to release the amount of Fees, or other amounts of which you are liable hereunder, to Dapper from the External Wallet maintained by your PSW Provider. If there is no such External Wallet or if there is insufficient value therein to pay Fees, you agree to pay them to Dapper by such means as Dapper may reasonably require within five (5) days of when they are first posted as owing in your Account.

Dapper may make third party products or services available via the Site or otherwise through the Services. Such third parties, including PSW Provider, may charge fees for their services. Dapper is not responsible for the fees charged by any such third parties.

Approved Networks charge network fees. These fees are often required to cover the transaction costs on virtual currency networks and may apply to Transactions. Unless indicated otherwise in your Account or elsewhere in the Services, you are solely responsible for paying all network fees. Dapper will not advance nor fund network fees on your behalf, nor be responsible should the network fee paid be insufficient or excessive. Your Hosted Wallet or User PSW from which you wish to send must hold sufficient NFTs, Fiat or Stablecoin to cover the transaction and its associated network fees, failing which the transaction may be blocked, might fail or result in your value being suspended temporarily or forever.

Term and Termination

User can terminate this Agreement at any time for any reason or for no reason by closing their Account. Prior to termination by User, User shall remove their NFTs from the Hosted Wallet and cause them to be sent to an External Wallet. Such Transactions on termination may be subject to at least a 30 day fraud-prevention hold term, and such other restrictions as may be necessary to prevent fraud or security breaches.

Dapper may, at any time and in its sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of our Services, either temporarily or permanently.

At any time and in its sole discretion, without prior notice, and without any liability to you, Dapper may (i) cancel or deactivate User’s Account; or (ii) temporarily or permanently, suspend, restrict, or terminate access to any or all of Services for any reason or for no reason. Dapper is under no obligations to disclose its reason for any termination or suspension of the Service for User or generally.

Dapper shall not be liable for any losses suffered by User resulting from any suspension or termination of the Services. You agree that your NFTs will be impossible to access during a suspension of Services.

In the event of any termination of this Agreement, discontinuation of all Services, or termination of your right to access all Services: (i) all Fees and amounts payable to Dapper by you shall immediately become due, (ii) Dapper may delete User Data without any liability to User, provided that Dapper also reserves the right to retain User Data for seven (7) years following termination; and (iii) Dapper may cancel any Transactions that are pending at the time of the termination of your right to access all Services or discontinuation of the Services. Dapper reserves the right to retain aggregated anonymized User Data for longer in order to improve Services, prevent fraud and produce aggregated statistics.

On any termination of the Services or termination of this Agreement, Dapper shall: (i) return all NFTs in its possession to User; and (ii) instruct PSW Provider to transfer any User PSW Fiat or Stablecoin to a User External PSW. In order to fulfill this obligation, User must provide Dapper with External Wallet addresses for each NFT and an External PSW, failing which Dapper shall not return NFTs, or cause PSW Provider to return Fiat, to User. If, after reasonable efforts, Dapper cannot reach User for such purposes then NFTs of the User shall be remitted to the relevant governmental agency in the jurisdiction of User.

Third party content

In the Services, you may view or otherwise access Third Party Content. Dapper does not control or endorse any Third Party Content. Dapper shall have no liability for Third Party Content, including without limitation any material that may be erroneous, incomplete, misleading, offensive, or otherwise objectionable. Further, User interaction with such Third Party Content is between User and the third parties and shall be subject to the third parties’ terms of use. User acknowledges and agrees that use of any Third Party Content is at their own risk, and that Dapper is not responsible for any loss or damage in connection with such use.

Taxes

It is your sole responsibility to comply with Applicable Laws related to your use of the Services including, without limitation, to pay any and all taxes that apply to any Transactions you have made using the Services. It is your sole responsibility to report and remit the correct tax amount to any and all tax authorities. You acknowledge and agree that Dapper is not responsible for determining the amount of any taxes you owe, nor is Dapper responsible for determining if taxes apply to your use of the Services, nor is Dapper responsible for collecting, reporting, or withholding any taxes arising from your use of the Services.

Unclaimed property

If a User Account is inactive for one year, then Dapper will make an attempt to return any NFT balances to the User, but if it is unable to find the User, Dapper shall escheat those NFTs to the relevant governmental authorities in the jurisdiction where the User last indicated they were residing within thirty (30) days of the end of such year.

Property disputes

If Dapper receives notice or allegation that any NFTs held in your Hosted Wallet are stolen or lawfully not yours to possess, Dapper may, but has no obligation to, place an administrative hold of undetermined length on those NFTs or the whole of the Hosted Wallet, User PSW, or Account. Such hold may include but may not be limited to a suspension of access to the Services. Dapper shall not be liable for any losses incurred by User, or diminished value in NFTs, that occur in the course of an administrative hold, suspension or termination of access to any portion of or all of the Services in a property dispute. Dapper retains the right to report illegal or suspicious activity to the appropriate Regulators.

Electronic notices

User agrees to receive all communications, including but not limited to, User Agreement, other applicable policies, updates to the same, statements, reports, invoices, receipts, notices, disclosures, legal or regulatory statements, or documents (collectively, the “Communications”) with respect to User’s Account and User’s use of the Services via electronic delivery.

By consenting to electronic delivery, User authorizes Dapper to deliver Communications by (i) email notification, or (ii) via SMS or text message to a mobile phone number User has provided, or (iii) by sending User an email message containing a link to, or a notice that directs User to, the Site where the communication or document can be read or printed.

Dapper shall have no liability and User shall fully indemnify Dapper for any and all losses, liabilities, costs, expenses, demands, charges and claims of any kind resulting from User’s reliance on email or User’s Devices or failures in User’s email systems or Devices. If User prefers not to accept these risks, then User shall not create an Account or use the Services.

It is the responsibility of User to provide Dapper with an up to date, true, accurate, and complete email address and to make sure Dapper emails are not deleted or otherwise missed on account of spam filters.

User’s consent to receipt of electronic statements, reports and other Communications shall be valid until User withdraws such consent by notifying Dapper in writing, in which case: (i) Dapper shall provide statements, reports and other Communications on paper; and (ii) Dapper may suspend or terminate the Account and access to the Services.

Risk disclosures, assumption of risks, and release of Dapper

Other than as expressly set forth in this Agreement, Dapper shall not be liable for any risks inherent in the Services or related NFTs or losses that may be incurred by User as a result thereof. User agrees to and does hereby: (i) release Dapper from any and all liability related to or arising from risks inherent in the Services and related NFTs, except as expressly set forth in this Agreement, and (ii) assume all risks inherent in the Services and related NFTs including, but not limited to, the following:

  • Risk of the Approved Network ceasing to operate rendering a NFT impossible to be subject to a Transaction and entirely without use. The market for NFTs may also collapse without warning or discernible logic.
  • There is risk that changes in Applicable Law could adversely affect User’s right to legally use, transfer, exchange, and/or obtain value from NFTs. It may be illegal, now or in the future, to own, hold, sell or use NFTs in one or more countries, including the United States.
  • Transactions in NFTs are, as a rule, irreversible. Consequently, losses due to fraudulent or accidental Transactions are generally not recoverable. Once a Transaction has been recorded on the Approved Network it is not reversible. It is possible that, through computer or human error, or through theft or fraud, User NFTs could be transferred in incorrect amounts or to unauthorized third parties.
  • Some NFT Transactions shall be deemed to be made when recorded on the Approved Network, which is not necessarily the date or time that the User initiated the Transaction.
  • NFTs are a target of fraud and cyber-attacks. On your Devices and External Wallets, such fraud and attacks can result in total loss to the User. In the Hosted Wallet, Dapper makes commercially reasonable efforts to verify that User is the true initiator of Transactions, but where User’s Account is compromised such efforts may fail and could result in total loss of User NFTs in the Hosted Wallet. Attacks on Dapper may also result in unplanned and significant Unscheduled Downtime during which Transactions will not be executed. Absent fraud or intentional wrongdoing on the part of Dapper, Dapper shall not be liable for User losses on account of any of the foregoing circumstances or compromised Account credentials.
  • The Services and NFTs rely on the internet, that includes third party hardware, software, and internet connections, all of which may suffer communication failures, disruptions, errors, distortions or delays that might affect User’s ability to access and use the Services such as the Account and Hosted Wallet.

User shall carry out their own independent analysis and assessment of the risks specific to the NFTs and the Services.

Approved Networks

Dapper’s decision to support any particular NFT via its Services is not an endorsement or approval of the NFT’s value, security, operation, or underlying technology. Dapper’s decision to support any individual NFT does not reduce any risks associated with the NFT. Dapper does not make any warranty about the suitability of any NFT for ownership or trading.

You acknowledge and agree that Dapper retains the right, in its sole discretion, to determine whether to support, or not support, certain NFTs to be used in conjunction with the Services. Dapper may discontinue or terminate support for any NFT at any time, for any or no reason. Dapper will make reasonable efforts to provide advance notification of any termination or discontinuation of support of an NFT. If you do not transfer an NFT out of your Hosted Wallet by the date specified in such advance notice, the NFT may be lost. Dapper will not be liable to you for any losses, liability, or expenses related to any discontinuation or termination of support of any NFTs.

Copyright; intellectual property rights; trademark

Unless otherwise expressly indicated by us, all copyright and intellectual property rights in all content and materials (including but not limited to our logo, designs, text, graphics, files, videos, and displayed text, collectively “Dapper Materials”) contained on our Site or affiliate sites provided in connection with our Services are the proprietary property of Dapper, or our suppliers, licensors, or third party affiliates, and are protected by U.S. and international property laws.

We grant you a limited, non-exclusive, non-sublicensable license to access and use the Dapper Materials for your personal use. Such license does not permit the: (i) distribution of Dapper Materials, (ii) resale of Dapper Materials, (iii) making derivative works of Dapper Materials, or (iv) decompilation, disassembling, reverse engineering, or any other attempt to discover the source code of the Site, Services, or Dapper Materials. This license shall automatically terminate if your access to the Services is suspended or terminated by us. “Dapper”, “Dapper Labs Inc.”, any product or service names, logos, and other marks used on the Site or in Dapper Materials, or that we otherwise use in connection with the Services are trademarks owned by Dapper and our licensors. Without our prior written consent, you may not copy, imitate, or use Dapper trademarks.

We reserve the right to limit, deny, or terminate access to our Services with respect to any person who infringes on the intellectual property rights of others. If you knowingly misrepresent that any activity or Dapper Materials are infringing on the intellectual property rights of another party, you may be liable to Dapper for certain costs or damages.

Feedback; user content

Dapper shall own and have exclusive rights (including but not limited to intellectual property rights) to any feedback, ideas, suggestions, or other materials or information that you provide through chat, email, posting through our Service, or otherwise (“Feedback”). You acknowledge and agree that any Feedback you submit is not confidential. You shall not be entitled to, and hereby waive any claim for, acknowledgement or compensation related to any Feedback you provide. You grant Dapper the right to unrestricted use and dissemination of any Feedback you provide, without acknowledgement or compensation to you.

You hereby grant Dapper a royalty free, irrevocable, perpetual, and exclusive worldwide license to use, copy, modify, display, publish, or distribute, in any form, any text, images, data, or materials or other content that you provide to Dapper using the Services, or submit, post, or otherwise send to Dapper that is not Feedback (the “User Content”). Dapper may remove any User Content from the Site or the Services at any time for any or no reason.

Disclaimer of warranties

THE SERVICES ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. DAPPER EXPRESSLY REFUSES TO REPRESENT OR WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES, SITE, SERVICES OR THE INFORMATION CONTAINED THEREIN OR ANY ASPECT OF ANY SERVICE CONTAINED THEREON.

YOU ACKNOWLEDGE THAT INFORMATION AND NFTs YOU STORE OR TRANSFER USING OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED, OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES INCLUDING, BUT NOT LIMITED TO, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS INCLUDING THIRD PARTY DOS ATTACKS, SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, SCHEDULED OR UNSCHEDULED DOWNTIME OR MAINTENANCE, COMPUTER OR HUMAN ERROR, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES AND RECORDS OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS; THEREFORE, SOME OR ALL OF THE DISCLAIMER OF IMPLIED WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

Limitation of liability

IN NO EVENT SHALL DAPPER, ITS AFFILIATES OR SERVICE PROVIDERS, LICENSORS OR THEIR RESPECTIVE DIRECTORS, SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, JOINT VENTURERS, OR REPRESENTATIVES, BE LIABLE FOR: (I) ANY AMOUNTS GREATER THAN THE VALUE OF THE FEES PAID BY YOU TO DAPPER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY; (II) ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM DAPPER, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, VIRUSES, OR DELAYS IN SERVICES OPERATION OR TRANSMISSION; (III) ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, OR DESTRUCTION ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, OR THIS AGREEMENT; OR (IV) ANY LOST PROFITS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE EVEN IF AN AUTHORIZED REPRESENTATIVE OF DAPPER HAS BEEN ADVISED OF, OR KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING THE FOREGOING, IF USER HAS DIGITAL ASSETS IN THE HOSTED WALLET, AND USER WISHES TO WITHDRAW THE NFTs TO AN EXTERNAL WALLET, THE FOREGOING LIMITATION ON DAPPER LIABILITY MAY NOT SERVE TO LIMIT DAPPER’S OBLIGATION TO SETTLE SUCH NFTs TO EXTERNAL WALLETS OF THE USER.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE, SOME OR ALL OF THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO USER WHERE THEIR APPLICATION IS REDUCED BY APPLICABLE LAW.

Indemnification

You agree to indemnify and hold harmless Dapper, our officers, directors, shareholders, employees, agents, affiliates, attorneys, suppliers, contractors, representatives and service providers (collectively, “Indemnified Parties”), from any and all claims, demands, actions, lawsuits, proceedings, investigations, liabilities, damages, losses, costs, expenses, fines and penalties including, without limitation, reasonable attorney’s fees, arising out of or related to (i) your breach of this Agreement, (ii) your violation of any Applicable Law, or the rights, including intellectual property rights, of any other person or entity, (iii) your use or misuse of our Services, (iv) your conduct in connection with the use or misuse of our Services, and (v) your negligence, fraud, willful misconduct or misrepresentations. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding and determine if we wish to settle it, and if so, on what terms.

Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH US. If you have a dispute with us, we will first seek to resolve such a dispute through our support team.

All disputes arising out of or in connection with this Agreement or the Services or in respect of any legal relationship associated therewith or derived therefrom will be referred exclusively to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre (BCICAC) pursuant to its applicable Rules posted here: http://bcicac.com. The appointing authority will be the British Columbia International Commercial Arbitration Centre. There will be a single arbitrator who shall be a practicing B.C. lawyer in accordance with the applicable BCIAC rules. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, Dapper will pay them for you. Arbitration will take place in the English language in Vancouver, British Columbia, Canada. You may choose to have the arbitration conducted by telephone, based on written submissions. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court. Notwithstanding the foregoing, Dapper may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement is specifically enforceable by Dapper through injunctive relief and other equitable remedies without proof of monetary damages. The parties expressly waive their right to a jury trial and also waive their right to participate in a class action claim related to this Agreement.

NOTICE: BOTH YOU AND DAPPER ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS AGREEMENT, BOTH YOU AND DAPPER ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR PROVINCIAL LAW. BOTH YOU AND DAPPER CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

Governing law

These Terms shall be governed by and construed in accordance with British Columbia, Canada law, without regard to principles of conflict of laws.

SEVERABILITY

This Agreement and any policies incorporated herein by reference shall be deemed severable. The invalidity or unenforceability of any of the terms or provisions of this Agreement, and any policies incorporated herein by reference, or the invalidity or unenforceability of the application thereof to any individual, entity or circumstance, shall not affect the application of such terms or provisions to individuals, entities or circumstances other than those as to which they are held invalid or unenforceable, and shall not affect the validity or enforceability of any other terms or provisions of this Agreement. Each term and provision of this Agreement and any policies incorporated herein by reference shall be valid and enforceable to the fullest extent permitted by law.

Assignment

Dapper may assign any of its rights or obligations under this Agreement without your consent and without prior notice to you. You may not assign or transfer any of your rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Dapper, which may be withheld in Dapper’s sole discretion. Any actual or attempted assignment hereof by User contrary to the terms of this Agreement shall be null and void. Dapper may, at its discretion, assign some or all of its rights or obligations to a third party, without consent or approval of User. In the event that Dapper is acquired by, sold to, or merged with a third party entity, Dapper reserves the right to transfer or assign all User Data as part of such merger, acquisition, sale, or change of control.

Amendments

Dapper reserves the right to amend this Agreement at its sole discretion, without your consent. This Agreement may be amended by Dapper by Dapper providing notice of the amendment (i) by email to the email account used to create your Account; (ii) by posting a new version hereof to the Services; or (iii) by your accepting a revised version of this Agreement at an Account login. Where you have accepted the amendment or where the amendment is required by a change in Applicable Law, or to address a security or compliance requirement, as indicated in the notice of amendment contemplated above, the amendment shall take effect as of when this Agreement is updated or the notice contemplated above has been sent, otherwise, the amendment shall take effect if you do not close your Account within thirty (30) days following the notice contemplated above. If you do not agree with a proposed or actual amendment to this Agreement, your sole remedy is to discontinue use of the Services and close your Account.

NON-WAIVER OF RIGHTS

Any failure or delay by Dapper to exercise any right, privilege, or power under this Agreement shall not operate as a waiver thereof. This Agreement shall not be construed to waive any rights that cannot be waived under Applicable Laws.

Force majeure

Dapper shall have no liability or responsibility for; (i) failure in performance or interruption of service (ii) any inaccuracy, error, delay in, or omission of information or transmission of information, (iii) any loss or damage that you may incur, which results directly or indirectly from any force majeure event including, but not limited to flood, act of civil or military authorities, terrorist acts, extraordinary weather conditions, pandemic, fire, pandemic, war, strike or other labor dispute, interruption of telecommunication services, accident, power failure, hardware or software malfunction, any act of god, or any other act that is beyond our reasonable control.

Independent relationship; no broker or agent

Dapper is an independent contractor, and nothing in the nature of the Services or any provisions in this Agreement shall be deemed, or cause, or is intended to cause User and Dapper to be treated as partners, joint venturers, or as an agent of the other party. Dapper is not User’s broker, intermediary, agent, or financial advisor, and Dapper has no fiduciary obligation to User in connection with any Transactions, or other acts or omissions of User with respect to the Services. For the avoidance of doubt, Dapper is in no manner providing investment advice, tax advice, legal advice, or other professional advice whether through the Services or otherwise. Dapper does not recommend or endorse that you purchase or sell any NFT or that you make any investment or enter into any trade or Transaction.

Before engaging in any trading or investment activity, User should always consult a qualified professional.

Survival

All provisions of this Agreement, and any policies incorporated herein by reference, which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination or expiration of this Agreement. Such provisions include, but are not limited to, sections and provisions relating to Account termination or suspension, funds due to Dapper, disputes with Dapper, Risk Disclosures, Unclaimed Property, Copyrights, Trademarks, Eligibility, Disclaimer of Warranties, Limitation of Liability, Indemnification, Binding Arbitration, and Governing Law.

Contact

If you have any feedback, comments, complaints or questions other than technical support, you can contact us using the contact information on our Site. When contacting us, please be sure to provide us with your name, contact information and any other information we may need to identify you, your Dapper Account and any transaction on which you have questions, comments, or complaints.

Headings

Section headings and section labels are provided for convenience only, and do not form part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

English

This Agreement is presented in the English language. Any translation of this Agreement is for your convenience, and any meanings of terms, conditions, or representations are subject to the definition and interpretation of the English language.

Entire agreement

This Agreement, and the policies incorporated herein by reference, constitute the entire understanding and agreement between User and Dapper regarding the Services. This Agreement, and the policies incorporated herein by reference supersede all other representations, agreements and understandings, both written and oral, including without limitation any prior versions of this Agreement, among User and Dapper with respect to the Services. In the event of any conflict between this Agreement and any other agreement User may have with Dapper, unless the other agreement specifically references and identifies this Agreement, this Agreement shall control.

Glossary

For the purposes of this Agreement, the terms below in this glossary have the meanings indicated below:

Account means a unique account created and hosted by Dapper and shall serve as a record of: (i) your acceptance of this Agreement; (ii) your use of the Services; and (iii) Transactions.

Affiliate means, in relation to a Party, another person or entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Party, or a Party's principal partners, shareholders, or owners of some other ownership interest.

AML Program means the anti-money laundering and know your customer programs, policies and procedures in place at Dapper, such as they may be from time to time.

Applicable Law means, with respect to any Person, any domestic or foreign, federal, state, provincial or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, judgment, decree or other requirement of any Regulator which is legally binding and applicable to such Person or any of its Affiliates or any of their respective properties, assets, equity holders, officers, directors, members, partners, employees, consultants or agents.

Approved Network means the blockchain or network supporting a NFT and Transactions in that NFT.

Approved Regions means Canada, the United States and those places not listed in Exhibit “A” to this Agreement and where the Services are made available, such as they may be from time to time.

Assets means, collectively, all NFTs in a Hosted Wallet and all Fiat and Stablecoin in the User PSW.

External PSW means an account of the User at a third party payment or Stablecoin wallet provider that is not the PSW Provider.

External Wallet means a NFT Wallet owned by you or a third party and from which Dapper is not capable of initiating any Transaction.

Fees means the fees applicable to the Services, or any element thereof, indicated in the Services or in your Account, such as they may be from time to time.

Fiat means real currency, specifically United States Dollars.

Fiat or Stablecoin Transaction means a Transaction involving the transfer of Fiat or Stablecoin, respectively.

Hosted Wallet means the Dapper-hosted custodial service of allowing the User to deposit with Dapper, store with Dapper, transfer or withdraw NFTs, via the Account.

NFT means a one-of-a-kind, non-fungible, cryptographic token representing a unique digital asset for which there is no copy or substitute. An NFT cannot be substituted for another NFT as each NFT is distinctive and unique in some way. An NFT is not a medium of exchange and is not convertible virtual currency. A CryptoKitty is an NFT.

NFT Transaction means a Transaction involving NFTs being transferred from one NFT Wallet to another.

NFT Wallet means the Hosted Wallet, or a third party service, device, code or protocol used to store NFTs or initiate NFT Transactions via the Account or otherwise.

Other User means a Person that is not the User or an Affiliate of the User, who is party to an agreement with Dapper substantively identical to this Agreement and that is a user of the Services;

Person means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, Regulator or government or any agency or political subdivision thereof.

Privacy Policy means the Dapper NFT Service Privacy Policy, posted at the Site, such as it is from time to time.

PSW Provider means a third party who provides Users with Fiat payments capabilities and Stablecoin Wallets subject to the User PSW Agreement. Circle Internet Financial, Inc. is a PSW Provider.

Regulator means any federal, provincial, state or local or foreign government or any court, arbitrator, administrative or regulatory agency or commission or other governmental authority or agency.

Settings means selections you make through the Account or in a means otherwise provided by Dapper from time to time.

Stablecoin means a type of cryptocurrency that attempts to maintain price stability relative to a reserve asset such as Fiat.

Third Party Content means links, graphics, images, social media content to third party sites, content or other information supplied by third parties and that can be viewed or access from the Account or Site.

Third Party Servicer Agreement means an agreement between User and a Third Party Servicer pursuant to which the Third Party Servicer delivers their services. User PSW Agreement is a Third Party Servicer Agreement.

Third Party Servicer means a third party: (i) whose service are compatible with the Services, as indicated by Dapper in the Account; (ii) that User has retained under a Third Party Servicer Agreement; (iii) with whom User wishes to share User Data; and (iv) through which User wishes to deliver instructions to Dapper with respect to the Account. Each PSW Provider is a Third Party Servicer.

Transaction means any of an NFT Transaction, Fiat or Stablecoin Transaction, or other transaction in NFTs or Fiat within or initiated by the Services.

User Data means the information collected, stored, accessed or used by Dapper in the course of supplying the Services in respect of the Account.

User Device means an electronic device used by User to access the Services, such as a computer, tablet, mobile phone or other device.

User KYC Information means information requested by Dapper or provided by User in relation to the initial establishment of the Account or the subsequent operation of the Account and includes, but is not limited to, User name, address, email address, date of birth, government-issued photo identification, taxpayer identification number, government identification number, bank or other payment account information, IP address, a photo or video of the User, MAC address of User Device, payment account information (e.g. credit card) and User NFT Wallet information.

User PSW Agreement means the agreement between User and PSW Provider governing the User PSW. Three such agreements are the following with Circle Internet Financial, Inc. Payments, Wallet, and Stablecoin wallet provider.

User PSW means an account of the User at the PSW Provider.

Prohibited Activity means the operation of or the direct or indirect facilitation of any of the following:

  • Any act that is illegal in the United States or in the jurisdiction where the Person carrying out the activity is resident, domiciled or located;
  • Operation of a business that is similar to or competitive with the Services;
  • Operation of a crypto currency exchange;
  • Operation of a crypto currency wallet;
  • Operation of a payment processor, money transmitter, check casher, foreign exchange dealer, provider of prepaid access or other money services business;
  • Betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races;
  • Bill payment services;
  • Credit counseling or repair agencies;
  • Credit protection or identity theft protection services;
  • Direct marketing or subscription offers;
  • Inbound or outbound telemarketing businesses including lead generation businesses;
  • Internet, mail or telephone order pharmacies or pharmacy referral services;
  • Creation, promotion or sale of items that encourage, promote, facilitate or instruct others to engage in illegal activity;
  • Creation, promotion or sale of items that may be counterfeit;
  • Creation, promotion or sale of items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
  • Creation, promotion or sale of items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
  • Creation, promotion or sale of items that promote, support or glorify acts of violence or harm towards self or others;
  • Using the Services in any manner related to live animals;
  • Using the Services in any manner related to payment aggregators;
  • Purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses;
  • Unregulated sales of money-orders or foreign currency;
  • Using the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;
  • Using the Services in a manner that Dapper or any of its suppliers reasonably believes to be an abuse of the Services;
  • Using the Services in a manner so as to avoid payment of Fees;
  • Using the Services in any manner that could damage, disable, overburden, or impair Dapper or any of the Services including without limitation, using the Services in an automated manner;
  • Using the Services in any way that assists User or others in the violation of any law, statute or ordinance;
  • Using the Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs;
  • Using the Services to control an account that is linked to another account that has engaged in any of the foregoing activities;
  • Using the Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about users, registered recipients, or third parties without their consent;
  • Using the Services to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
  • Using the Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others;
  • Using the Services to send or receive what Dapper considers to be funds for something that may have resulted from fraud or other illegal behavior;
  • Using the Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity; or
  • Using the Services in any manner related to weapons including replicas and collectible items.

EXHIBIT “A”

The Service cannot be used in the following jurisdictions:

Canada - Sanctioned Country List
  • Central African Republic
  • Democratic Republic of the Congo
  • Eritrea
  • Iran
  • Iraq
  • Lebanon
  • Libya
  • Mali
  • Myanmar
  • North Korea
  • Somalia
  • South Sudan
  • Sudan
  • Syria
  • Tunisia
  • Venezuela
  • Yemen
  • Zimbabwe
OFAC - Sanctioned Country List
  • Afghanistan
  • Balkans
  • Belarus
  • Burundi
  • Central African Republic
  • Crimea (Ukraine)
  • Cuba
  • Democratic Republic of Congo
  • Guinea-Bissau
  • Iran
  • Iraq
  • Lebanon
  • Libya
  • Mali
  • Myanmar
  • Nicaragua
  • North Korea
  • Somalia
  • Sudan and Darfur
  • South Sudan
  • Syria
  • Syrian Arab Republic
  • Venezuela
  • Yemen
  • Zimbabwe
User Agreement last updated

June 9, 2020

Dapper Service Privacy Policy
Latest Update: June 9, 2020

Dapper prides itself on its relationship with its users. Dapper promises to protect the privacy of users as detailed in this privacy policy. The Dapper NFT wallet is a hosted custodial service that helps users to receive, hold and transmit select non-fungible tokens (each, an “NFT”) (the “Dapper Service”). The Dapper Service is proprietary to Dapper Labs Inc., a British Columbia company having its registered address at #600-565 Great Northern Way, Vancouver, British Columbia, Canada, V5T 0H8 (referred to in this privacy policy as “Dapper”, “we”, “us”, or “our”).

This privacy policy (this “Policy”) outlines how Dapper collects, maintains, processes, uses, discloses and protects your personal information. Personal information is any information that directly or indirectly identifies you or by which your identity could be deduced. Protecting your privacy is important to us, and our goal is to maintain your trust and confidence when we handle personal information about you.

This Policy will apply to you if you visit our website at www.meetdapper.com (the “Site”), create an account with us (an “Account”), register for, access or use the Dapper NFT Service, or when you otherwise do business or make contact with us (the Site, the Dapper NFT Service, and each of your Accounts are hereinafter collectively referred to as the “Dapper Services”.)

The Dapper Services are intended for use by persons who are at least the age of majority in the jurisdiction where they reside. By visiting our Site, or registering for, accessing or using any of the Dapper Services, you affirm (i) are eighteen (18) years of age or older OR a parent or guardian has provided express consent for you to use the Services, (ii) you have the legal capacity to consent to this Policy, and (iii) you agree to the terms of this Policy. If you do not agree to any part of this Policy, you should not use the Site or any of the Dapper Services.

The Dapper NFT Service, being a custodial service offered by Dapper, means that Dapper assists users in the storage and control of their NFTs. Dapper will only initiate transactions on instruction from a user, and only for NFTs rightfully owned by said user. Dapper retains all liability for transactions not instructed by a rightful user.

What information do we collect?

Dapper collects data to enable us to operate the Dapper Services effectively and to provide you with the best experience on the Site and with the Dapper Services. You provide some of this data to us directly, such as when you create an Account or otherwise register to use the Dapper Services, subscribe to a newsletter, respond to a survey, make an enquiry through our Site, contact us for support, or contact us as a prospective user, vendor, supplier, or consultant. We get some of your data by recording how you interact with our Site and the Dapper Services by, for example, using technologies like cookies. We also obtain and process data in the context of making the Dapper Services available to you.

You have choices about the data we collect. When you are asked to provide personal data, you may decline. But if you choose not to provide data that is necessary to enable us to make the Dapper Services available to you, you may not be able to sign up for an Account or use the Dapper Services.

The data we collect depends on the context of your interactions with Dapper and the Dapper Services and the choices you make (including your privacy settings). The personal information we or our third party partners collect about you may include: email address, name, username, mobile phone, date of birth, proof of identity (e.g., driver’s license, passport, or government issued ID), bank or other payment account information, additional personal information (at the discretion of our compliance team), device information, screen information, browser information, operating system information, IP address, location information, time zone, log information, button clicks, page views, account information, third party wallet information and transaction information, and correspondence.

Why do we collect personal information, and what do we do with it?

We use the data we collect to operate our business and to make the Dapper Services available to you. This includes using the data to improve the Dapper Services and to personalize your experiences. We may use this data to comply with applicable law and regulations, such as for example complying with know your customer regulations. We may also use the data to communicate with you to, among other things, inform you about your Account, inform you about your transactions, provide security updates, and give you information about the Dapper Services. We may also use the data to manage your email subscriptions, improve the relevance and security of our Site, respond to user enquiries, send you periodic marketing communications about the Dapper Services, and improve the relevance of our advertising.

Examples of such uses include the following:

  • Establishing your identity through email verification or third party provider services
  • Facilitating your transactions
  • Facilitating the creation of your Dapper NFT Service account
  • Protecting you and other users and Dapper from error and fraud
  • Analyzing your use of the Dapper Services to help make the Dapper Service better for all users
  • Carrying out Dapper’s regular business activities related to the Dapper Services
  • Communicating with you regarding your Accounts and/or Dapper NFT Service(s)
  • Complying with legal and regulatory requirements
  • Responding to your inquiries
  • Providing the best possible user experience
  • Improving the Dapper Services
  • Providing you with technical support
  • Sending periodic emails to provide you with more details about the Dapper Services that we think you may want to be aware of
  • Inviting you to participate in contest, promotions, surveys, or other features of the Dapper Services
  • Communicating with you, and personalizing your experience with us
How do we collect personal information?

We collect personal information directly from you, and we may receive certain personal information about you from third parties and our partners. We collect and update personal information throughout our relationship with you. The relationship begins the first time you visit our Site and continues through termination of your use of the Dapper Services. As such, personal information may be collected any time you visit the Site, set up an Account or use the Dapper NFT Service, use the Dapper Services, communicate with our customer service team, and any other time you communicate with us.

Each and every time you provide personal information to us though any means, you consent to the collection, use and disclosure of such information in accordance with this Policy. If you do not agree to the gathering of this information, you should not use Dapper’s Services or visit our Site.

Cookies; Pixels; Beacons

Dapper uses cookies - tiny data files placed on your device that contain a unique identifier that identify your browser. Cookies allow us to collect information about you as a user, to improve our platform, store preferences and settings, and help with sign-in. While you can manage cookies in your Account’s preferences setting, if you disable cookies you may not be able to use or access some or all of the Dapper Services.

Our web pages may contain electronic images known as web beacons (also called single-pixel gifs) that we use to help deliver cookies on our websites and to count users who have visited those websites. We may also include web beacons in our promotional email messages or newsletters to determine whether and when you open and act on them.

In addition to placing web beacons on our own websites, we sometimes work with other companies to place our web beacons on their websites or in their advertisements. This helps us to develop statistics on how often clicking on an advertisement on a Dapper website results in a purchase or other action on the advertiser's website.

Finally, the Dapper Services may contain web beacons or similar technologies from third-party analytics providers (like, for example, Google Analytics) that help us compile aggregated statistics about the effectiveness of our promotional campaigns or other operations. These technologies enable the analytics providers to set or read their own cookies or other identifiers on your device, through which they can collect information about your online activities across applications, websites or other products.

Consent

Consent for the collection, use and disclosure of personal information may be expressly given or implied. Your express consent, if required, may be given in writing, verbally or through electronic means. Implied consent is given by your actions, such as instances when you visit our Site or and as otherwise described herein.

Dapper can collect, use or disclose your personal information without your consent for legal, security or certain processing reasons as required by law to deter fraud and money-laundering, or for other legal purposes.

Your consent can be withdrawn by contacting [email protected] If you do not notify us of the withdrawal of your consent, we will consider your consent to be ongoing. Should you withdraw consent, we may not be able to provide all or some of the Dapper Services to you and you are not permitted to access our Site.

How to Access and Control Your Personal Data

You can view, access, edit, delete, or request a copy of your personal data for many aspects of the Dapper Services via your Account settings. Within your user settings you can also make choices about Dapper’s collection and use of your data.

You can always choose whether you want to receive marketing communications from us. You can opt out from receiving marketing communications from us by using the opt-out link on the communication, or by visiting your Account settings or sending us an email at [email protected]

Data Access. You can access your personal data in your Account settings.

Data Portability. You can request a copy of your personal data by submitting an email to us at [email protected] and including “Please send me a copy of my personal data” in the “Subject” line. Dapper will verify your ability to access that email, then send you a digital export of the data we hold that is associated with your email address. We will use reasonable efforts to respond to your request within 14 days, but in all events within 30 days of our receipt of the request. Dapper may be limited in its ability to send certain personal data to you.

Data Erasure. You can request that portions of your personal data be erased by submitting an email to us at [email protected] and including “Please delete my personal data” in the “Subject” line. Dapper will verify your ability to access that email, then use reasonable efforts to respond to your request within 14 days, but in all events within 30 days of our receipt of the request. Please be aware that we require certain information about you in order to make the Dapper Services available to you, and we are required to maintain certain information as required by applicable law and regulation. This means that if you want to delete any of these critical pieces of personal data, we may not be able to delete the data right away, but only after the minimum retention period mandated by law. As a response to your request for data erasure, you may be required to delete your entire Account and no longer be able to access the Dapper Services.

Data Correction. You can modify your personal data in your Account settings. Note that some of the data we collect is specific to you, and you may not be able to modify this data without needing to create a new user profile.

Your Communications Preferences. You can choose whether you wish to receive marketing communications from us. If you receive marketing communications from us and would like to opt out, you can do so by following the directions in that communication. You can also make choices about your receipt of marketing communications by signing into your Account, and viewing and managing your communication permissions in your Account settings, where you can update contact information, manage your contact preferences, opt out of email subscriptions, and choose whether to share your contact information with Dapper and our partners. Alternatively, you can request that we withdraw your consent to use your personal data by submitting an email to us at [email protected] and including “Please withdraw my consent for marketing communications” in the “Subject” line. Dapper will verify your ability to access that email, then update our systems to remove your email address from the system we use to send marketing communications. We will use reasonable efforts to respond to your request within 14 days, but in all events within 30 days of our receipt of the request. Please note that these choices do not apply to mandatory communications that are part of the Dapper Services or to surveys or other informational communications that have their own unsubscribe method.

Data Retention

We may retain your personal information as long as you continue to use the Dapper Services, have an Account with us, as long as necessary to comply with applicable law or regulation or for as long as is necessary to fulfill the purposes outlined in this Policy. You can ask to close your Account by contacting us as described above, and we will delete your personal information on request and as governed by the data erasure section of this policy.

We may, however, retain personal information for an additional period as is permitted or required under applicable laws, for legal, tax, or regulatory reasons, or for legitimate and lawful business purposes.

We will retain your personal data for as long as necessary to make the Dapper Services available to you, or for other essential purposes such as complying with our legal obligations, resolving disputes, and enforcing our agreements. Because these needs can vary for different types of data, actual retention periods can vary significantly.

How we share information and third-party servicers

We do not sell or trade your personal information to third parties. We share your personal data with your consent, or as necessary to make the Dapper Services available to you. We also share your data with vendors working on our behalf; when required by law or to respond to legal process; when responding to audits; to protect our customers; to protect lives; to maintain the security and integrity of the Dapper Services; and to protect our rights or our property.

Companies we have hired to provide cloud hosting services, off-site backups, know your customer verifications, payment processing, fiat and stablecoin hosted wallet provider and customer support may need access to personal data to provide those functions. In such cases, these companies are required to abide by our data privacy and security requirements and are not allowed to use personal data they receive from us for any other purpose. If you would like to consult a list of our current vendors, or have questions or concerns about the vendors, feel free to contact us at [email protected]

One of our payment processing, fiat and stablecoin hosted wallet functionality is Circle Internet Financial, Inc.; their privacy policies are Wallet privacy policy, Stablecoin privacy policy and payments privacy policy.

We may disclose your personal data as part of a corporate transaction such as a corporate sale, merger, reorganization, dissolution, or similar event.

Finally, we will access, transfer, disclose, and/or preserve personal data, when we have a good faith belief that doing so is necessary to:

1. comply with applicable law or respond to valid legal process, judicial orders, or subpoenas;

2. respond to requests from public or governmental authorities, including for national security or law enforcement purposes;

3. protect the vital interests of our users, customers, or other third parties (including, for example, to prevent spam or attempts to defraud users of our products, or to help prevent the loss of life or serious injury of anyone);

4. operate and maintain the security or integrity of the Dapper Services, including to prevent or stop an attack on our computer systems or networks;

5. protect the rights, interests or property of Dapper or third parties;

6. prevent or investigate possible wrongdoing in connection with the Dapper Services; or

7. enforce our Terms of Use.

We may use and share aggregated non-personal information with third parties for marketing, advertising, and analytics purposes.

Where we Store and Process Personal Data; International Transfers

Personal data collected by Dapper may be stored and processed in Canada or in any other country where Dapper or its affiliates, subsidiaries or service providers maintain facilities. The storage location(s) are chosen in order to operate efficiently, to improve performance, and to create redundancies in order to protect the data in the event of an outage or other problem. We take steps to ensure that the data we collect is processed according to the provisions of this Policy, and the requirements of applicable law wherever the data is located.

We transfer personal data from the European Economic Area and Switzerland to other countries, some of which have not been determined by the European Commission to have an adequate level of data protection. When we engage in such transfers, we use a variety of legal mechanisms, including contracts, to help ensure your rights and protections travel with your data. To learn more about the European Commission’s decisions on the adequacy of the protection of personal data in the countries where Dapper processes personal data, please visit: ec.europa.eu/justice/data-protection/international-transfers/adequacy/index_en.htm

Protection and Security of Information

We make reasonable efforts to protect your personal information using appropriate physical, technological and organizational safeguards. No security is foolproof, and the Internet is an insecure medium. However, we work hard to protect you from unauthorized access, alteration, disclosure and destruction of your personal information collected and stored by us. As such, we have policies, procedures, guidelines and safeguards in place to ensure your personal information is protected. Only authorized employees of Dapper have access to your information, and these employees are required to keep the information confidential. Additionally, we periodically review our practices related to collection, storage and use of personal information and how such practices are utilized by our employees, contractors and agents to ensure high levels of protection.

Be aware that non-fungible tokens, virtual currencies, and digital assets are not necessarily truly anonymous. Generally, anyone can see the balance and transaction history of any public digital asset address. It may be possible to match your public digital asset address to other personal information about you and to identify you from a blockchain transaction. This is because, in some circumstances, personal information published on a blockchain (such as your digital asset address and IP address) can be correlated with personal information that we and others may have. This may be the case even if we, or they, were not involved in the blockchain transaction itself. Furthermore, by using data analysis techniques on a given blockchain, it may be possible to identify other personal information about you. You understand that we have no control over whether third parties utilize such techniques to identify you or obtain your personal information, and you agree that we will not be liable to you for any such activities. As part of our security, anti-fraud and/or identity verification and authentication checks, we may conduct such analysis to collect and process such personal information about you. You agree to allow us to perform such practices and understand that we do so.

How do we Ensure that our Processing Systems remain Confidential, Resilient, and Available?

We implement a variety of measures to ensure that our processing systems remain confidential, resilient, and available. Specifically, we have implemented processes to help ensure high availability, business continuity, and prompt disaster recovery. We commit to using third party services that maintain strong physical and logical access controls.

High Availability. Every part of the Dapper Services utilizes properly-provisioned, redundant servers (e.g., multiple load balancers, web servers, replica databases) in case of failure. The third parties we use take servers out of operation as part of regular maintenance, without impacting availability.

Business Continuity. We keep encrypted backups of data daily in multiple regions on Google Cloud Platform. In the rare case of production data loss (i.e., primary data stores loss), we will restore organizational data from these backups.

Disaster Recovery. In the event of a region-wide outage, we will bring up a duplicate environment in a different Google Cloud Platform region. Our operations team has extensive experience performing full region migrations.

Physical Access Controls. The Dapper Services are hosted on Google Cloud Platform (“GCP”). These data centers feature a layered security model, including extensive safeguards such as custom-designed electronic access cards, alarms, vehicle access barriers, perimeter fencing, metal detectors, and biometrics. Dapper employees do not have physical access to these data centers, servers, network equipment, or storage.

Logical Access Controls. Dapper is the assigned administrator of its infrastructure on GCP, and only designated authorized Dapper operations team members have access to configure the infrastructure on an as-needed basis

Penetration Testing. We engage an independent, third-party agency to perform black box penetration testing on an annual basis. Information about security vulnerabilities that are successfully exploited through penetration testing is then used to set mitigation and remediation priorities.

Third Party Links

Dapper’s Site and the other elements of the Dapper Services may contain links to other sites. The owners of the linked sites are solely responsible for their privacy practices and content. Dapper is not responsible and does not endorse or control the content and privacy practices of third-party websites. Anytime you access a third-party website, you will be subject to the terms of their applicable privacy policies and should review them carefully.

Accessing and Keeping your Personal Information Accurate

We take reasonable and practical steps to ensure that your personal information is accurate with regards to the purpose for which it is used. It is your responsibility to provide accurate personal information about yourself. If any information that has been provided is no longer correct, it is your responsibility to contact us to update this information. Corrections can be made through your Dapper Account or by contacting us at [email protected]

Subject to certain exceptions under applicable law, you may request access to the personal information that we hold about you in order to view, verify and correct such personal information by contacting us at [email protected] When handing such requests, we will verify the identity of the requesting party through the same or similar methods that we use to verify a user’s email address upon Account creation to ensure that they are the person legally entitled to make the request. It is our policy to not charge for such requests, however, in the case that the requests become repetitive or unduly onerous, or there is request for copies of documents, a charge may apply. We will let you know at the time of the request if there will be a charge. Normally, such requests will be responded to within 30 days.

Changes to this Policy

Dapper reserves the right to amend this Policy from time to time. The most up to date version will be available on our Site with the most recent version’s date listed clearly at the top of the page. Changes are effective at the time we post them on the Site. While Dapper may make reasonable attempts to notify active Account and Dapper NFT Service holders when this Policy is updated, we nonetheless recommend that you consult this Policy each time you visit our Site or use any of the Dapper Services to be assured that you are familiar with the most current version of this Policy.

Questions, Concerns and Complaints

If you have questions, concerns or complaints regarding this Policy, the handling of your personal information or Dapper’s privacy or data protection practices, including but not limited to the use of any service providers outside of Canada, please contact [email protected] We investigate all complaints and will generally respond within 30 days of receipt of your complaint. If we find a complaint to be justified, we will take all appropriate measures, including, as necessary, amending our policies and practices.

Please note that when you send us a message, you will be providing us with personal information, including your email address, name, and any other information provided in the message. In some cases, additional personal information may be needed in order to answer your questions, concerns or requests. Such information will be handled in accordance with this Policy.

Circle Wallet Terms and Conditions

These terms and conditions (“Agreement”) are a contract between you and Circle Internet Financial, Inc. (“Circle,” “we,” or “us”) that applies to your use of Circle’s Wallet Services as a user (“User”, “you” or “your”). By purchasing Circle Credits or using your Circle Wallet Account, you agree that you have read, understood and accept all of this Agreement, including our Privacy Policy.

You agree that we may provide notices, disclosures and amendments to this Agreement, and other information relating to your Circle Wallet Account by electronic means.

1. About your Wallet Account

Following your request, Circle issues you a wallet account (“Wallet Account”) which allows you to purchase credits (“Circle Credits”) for use on the Dapper Platform (“Dapper Platform”). The dollar value that you use to purchase Circle Credits is a prepayment for the goods and services on the Dapper Platform. Circle Credits are only redeemable for products on the Dapper platform.

Unless otherwise required by law or permitted by this Agreement, the dollar value you paid to purchase Circle Credits is nonrefundable and may not be redeemed for cash. The value of these credits can change at any time and the issuance and redemption of Circle Credits could discontinue at any time including if Circle’s relationship with the Dapper Platform is terminated.

2. Purchasing Circle Credits

You may purchase Circle Credits, which will be held in your Wallet Account on the Dapper Platform. You may not have more than $2,000 in value of Circle Credits at any time in your Wallet Account, and no more than $2,000 in total transaction volume may be associated with your Wallet Account in a single day or $10,000 over the account lifetime. This means that the activity on your Wallet Account cannot exceed $2,000 over the course of a day or $10,000 over the lifetime of the account.

3. Fees and Expiration

We do not charge any activation, service, dormancy or inactivity fees in connection with your Wallet Account or Circle Credits. The Dapper Platform may impose fees, please see the applicable Dapper Platform terms of conditions.

4. Fees and Expiration

The Wallet Services are currently only available to individuals located in supported jurisdictions. For a complete list of currently supported jurisdictions, please see here.

You must be at least 18 years of age and must not have been previously suspended or removed from the Wallet Services or any other service or product offered by Circle or its affiliate entities, including but not limited to Circle UK Trading Limited, Circle Payments, LLC, Poloniex, LLC or Circle Trade Europe Limited, to enter into this Agreement.

Notwithstanding the foregoing, Circle may determine not to make the Wallet Services, in whole or in part, available in every market, either in our sole discretion or due to legal or regulatory requirements, depending on the User’s location. We may without liability to you or any third-party refuse to let you register for a Wallet Account.

5. Receipts and Transaction History

When you use your Wallet Account, a receipt can be given to you by the Dapper Platform, if you request one. Circle will not send you statements of transactions on your Wallet Account.

6. Fraud Associated with your Wallet Account

We will not allow any purchase of Circle Credits or the use of your Wallet Account, if we reasonably believe that the use is unauthorized (whether by the Dapper Platform or by anyone other than the User), fraudulent, or otherwise unlawful, and we consider such action appropriate to limit our risk. Circle does not have any liability to you for any third-party fraud or unlawful activity associated with your Wallet Account and Circle Credits. If Circle discovers any Circle Credits were purchased or derived from fraud or other unlawful means, we may in our sole discretion, cancel all impacted Wallet Accounts and retain all Circle Credits without notice to you. We may use retained Circle Credits and Wallet Account balances to help offset our liability to card companies, networks and issuers of lost or stolen credit or debit cards used to purchase Circle Credits. In the event that any of the previously mentioned actions are taken by Circle, you will be notified by the Dapper Platform and your only available recourse is with the Dapper Platform.

7. Privacy Policy

Please read Circle’s Privacy Policy following this Agreement. You should carefully read our Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used, how to update or change your personal information, and how we communicate with you.

8. Security of User Information

You agree to (i) notify the Dapper Platform immediately if you become aware of any unauthorized use of your Wallet Account, Circle Credits or any other breach of security regarding your Wallet Account. Circle will not be liable for any loss or damage arising from your failure to protect your account information. We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack.

9. Third Parties

Circle does not have control of, or liability for, any products or services that are purchased or sold by the Dapper Platform in connection with the Wallet Services. Circle is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, legality (including any consequences for illegal transactions that might be triggered under this Agreement), quality, delivery, or satisfaction with any products purchased by means of a Circle Credits transfer. If you are not satisfied with any goods or services purchased from, or sold to, a third party using the Wallet Services, you must handle those issues directly with the Dapper Platform.

10. Changes to This Agreement

We may amend this Agreement at any time. We will post the amended terms to the Dapper Service User Agreement, and for a period of thirty (30) days after we post the amended terms, we will include a notice stating which terms have changed. As permitted by applicable law, any change, addition or deletion will become effective at the time we post the revised terms to [Dapper Platform Terms]. You are deemed to accept the changes, additions or deletions, if (i) you do not notify us to the contrary in writing within 20 days of the date of our notice or such other time specified in the notice, or (ii) you use your Wallet Account or Circle Credits after notice has been given. In the event that you do not agree with the amended terms, your sole and exclusive remedy is to terminate your use of your Wallet Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of this Agreement. If you notify us that you do not accept the changes, additions or deletions and you meet the customer onboarding requirements for a Wallets Plus Account, your Circle Credits may be converted pursuant to the USDC terms and conditions.

11. Cancellation of this Agreement

We may suspend or terminate this Agreement and revoke or limit any or all of the rights and privileges granted to you at any time. Termination may result from your fraudulent or unauthorized use of the Wallet Account and/or Circle Credits or the termination of the relationship between Circle and the Dapper Platform.

12. Indemnification; Release

You agree to indemnify and hold Circle, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, your violation of any law or regulation or your use of your Wallet Account.

For the purpose of this Section, the term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section that are the result of the matters set out in this Section and that may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).

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

13. Force Majeure

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

14. Arbitration

This Section applies only if your country of residence is the United States.

Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought, in an individual capacity only, and not on a class-wide or representative basis, in the courts specified in Section 18 without the posting of a bond), any dispute between you and Circle related in any way to, or arising in any way from, our Wallet Services or this Agreement (“Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the American Arbitration Association (“AAA”) rules for arbitration of consumer-related disputes (available from AAA on its website at www.adr.org), as modified by this Agreement, or in accordance with rules on which we may mutually agree; provided, however, that to the extent a Dispute is within the scope of a small claims court’s jurisdiction, either you or Circle may commence an action in small claims court, in the county of your most recent physical address, to resolve the Dispute.

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

15. Assignment

You may not assign this Agreement without our prior written consent and any attempted assignment will be void. We may assign all or part of this Agreement without notice to you. We are then released from all liability. If you object to such transfer or assignment, you may stop using our Wallet Services and terminate this Agreement by contacting support and asking us to close your Wallet Account.

16. Entire Agreement and Survival

This Agreement is the complete and exclusive statement of agreement between you and Circle, and supersedes and merges all prior proposals and all other agreements governing your Wallet Account (not including Circle’s Privacy Policy). If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Upon termination of your Wallet Account and this Agreement, all rights and obligations of the parties that by their nature are continuing will survive such termination.

17. Limited License; IP Rights

We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of this Agreement, to access and use your Wallet Account solely for approved purposes as determined by Circle. Any other use of your Wallet Account is expressly prohibited. Circle and its licensors reserve all rights in the Wallet Account services and you agree that this Agreement does not grant you any rights in or licenses to the Wallet Account services except for the limited license set forth above. Except as expressly authorized by Circle, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Wallet Account services, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the Wallet Account services may be terminated pursuant to this Agreement. "Circle.com", "Circle", and all logos related to the Wallet Services are either trademarks, or registered marks of Circle or its licensors. You may not copy, imitate, or use them without Circle's prior written consent. All right, title, and interest in and to the Circle website, any content thereon, the Wallet Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Circle and its licensors.

18. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts notwithstanding any conflict of law rules.

19. Inquiries or Questions

Please contact the Dapper Platform at [email protected] if you have any questions and in the event you are unable to reach the Dapper Platform, you may contact Support at [email protected] to report any violations of this Agreement or to ask any questions regarding this Agreement.

U.S. Privacy Policy

This Privacy Policy describes how Circle Internet Financial, Inc. (“Circle”) collects, uses, stores, shares and protects your information whenever you use Circle through the website (www.circle.com) or Circle’s mobile applications. We know how important privacy is to our users, which is why we only collect the information we need and will not share your personal information with any third parties unless it is necessary. Even within Circle, access to your personal information is limited to only those employees who require such information to handle matters relating to compliance, identity verification and customer support.

Circle (including its affiliate entities that may handle your information) complies with the EU-US Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union to the United States. Circle has certified to the Department of Commerce that it adheres to the Privacy Shield Principles. If there is any conflict between the terms in this Privacy Policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov/.

We may change this Privacy Policy from time to time. When we do make updates, we’ll let you know by changing the date above. If it is a big update, we’ll send you a notification or post a notice on our website. If you ever have any questions about changes made to the Privacy Policy, just reach out to Support.

By using Circle’s website or mobile apps, you consent to the practices contained in this Privacy Policy.

1. Information we Collect

What You Directly Provide Us

When you create a Circle account, we’ll collect some important details about you such as your name, address, phone number, email, birth date, password, etc.

If you want to link a debit card, credit card or bank account, we’ll need to collect the card number or account/routing numbers and related account information. As Circle adds additional features, you may also be prompted to provide additional information.

Sometimes we need to request more information to verify your identity or to meet legal and regulatory obligations. When that is necessary, you will be prompted to provide such information.

In the event that Circle integrates with other platforms, you may be prompted from time to time to grant Circle access to additional information from such platform (or grant such partner platform access to information you have provided to Circle). For example, if Circle implements an integration with a social media platform, you would have the option of linking your account on that platform to Circle in order to streamline the signup process, populate your contact list or other specified purposes.

What is Automatically Collected

There is some information that is automatically collected as you use Circle. This information allows us to deliver cool new features, more easily handle your customer support issues and better protect your account. This information includes:

  • Device Information. We collect information about your device, including the type of device (Computer vs. iPhone vs. Android), operating system, mobile phone number, browser type and language, and device identifiers (such as IMEI and MAC address).
  • Location Information. With your permission, we collect your device location so that we can offer you location-based features such as the ability to send funds to nearby Circle users.
  • Contacts. To make it easier to send money to your contacts, we will - with your permission - collect information from your phone’s address book or other contact lists that you grant us access to (for example, your Facebook friends list).
  • Photos, Videos & Other Media. If you want to attach photos, videos or other media to your payments, payment requests or other communication using Circle, we require access to the photos on your phone. Any photos, videos or other media you attached will be stored and accessible to Circle, but we will never download or store any photos, videos or other media from your phone that aren’t attached to payments, payment requests or other communications using Circle.
  • Message Content. If you include a message with your payments, the content of that message is stored and accessible to Circle.
  • Transactions. We collect information about your payment activity such as the amount, date, time, recipient for each transaction.
  • Cookies. Like most mobile apps and websites, we use cookies. Cookies are small data files that we place on your device that allow us to identify you as a Circle user and provide a customized Circle experience. We use both session and persistent cookies when you access our website or content. Session cookies expire and no longer have any effect when you log out of your account or close your browser. Longer lasting cookies, known as persistent cookies, remain on your browser until you erase them or they expire. You are free to decline our cookies if your browser or browser add-on permits, but doing so may interfere with your use of Circle. The help section of most browsers or browser add-ons provides instructions on blocking, deleting or disabling cookies.
2. Protecting Your Information

Throughout this policy, we use the term “personal information” to describe information that is associated with you or can be used to identify you. We do not consider personal information to include information that has been anonymized.

We protect your information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorized access, disclosure and alteration. Some of the safeguards we use are firewalls and data encryption, physical access controls to our data centers, and information access authorization controls. Sometimes in order to better secure your information and use it for the purposes contemplated by this Privacy Policy, certain personal data may be stored with our third party partners and service providers. All of our physical, electronic and procedural safeguards are designed to comply with applicable laws and regulations.

3. How We Use Your Information

We collect all of this information so that we can provide you with a safe and seamless way to make and receive payments. The information we collect allows us to:

  • Deliver the full range of payments and functionality of the Circle product;
  • Keep in touch with you - whether it be for providing customer service, notifying you of cool new features that have been added to the mobile apps, or providing security notices or information;
  • Verify your identity so that we can prevent fraud or unauthorized activity;
  • Improve Circle or add new product features by analyzing usage trends;
  • Personalize the Circle experience by matching product features to things that we think you specifically might be interested in; and
  • Fulfill any other purpose for which the information was collected.

We will never sell or rent your personal information to third parties. We may combine your information with information we collect from other companies and use it to improve and personalize the Services, as well as our content and advertising.

4. How We Share Your Information

Sharing With Third Parties

In order to provide you with the Circle product and meet our legal and regulatory obligations, we may share the information we collect as detailed below:

  • If you link a debit card, credit card or bank account, we will share your account information with our banking partners so that we can process payments. In order to make adding an account as easy as possible, we’ve partnered with Plaid Technologies, Inc. (“Plaid”), who will receive your account information during this process. All information shared with Plaid will be treated in accordance with Plaid’s own privacy policy, which can be found at https://plaid.com/privacy. We also may need to share your information with your own banking institution in order to verify and complete payment transactions.
  • In order to prevent fraud, we will sometimes need to share your information with third party identity verification services. This lets us make sure you are who you say you are, by comparing the information you provide us to public records and other third party databases.
  • In order to improve Circle’s functionality, we will sometimes share information with service providers that help us analyze how people are using the app. This allows us to refine popular features and improve or eliminate features people don’t use.
  • As a regulated financial institution, we may need to share your information with law enforcement or government officials. We will only do this when we are compelled to do so by a specific regulation, subpoena, court order or formal request, or we otherwise believe in good faith that we need to share such information to prevent physical harm, financial loss, or are obligated to report illegal activity.
  • Circle allows you to send and receive money with customers of Circle affiliates, including Circle UK Trading Limited in Europe and Circle Payments, LLC in California and Wyoming. In order to complete these transactions, we will need to share information regarding your account with those other Circle entities in order to complete such transaction and allow them to meet their legal and regulatory obligations.
  • From time to time Circle may partner with other companies (“Partners”) to allow you to send and receive money with individuals that are customers of such Partners and not Circle. In order to complete these transactions, we will need to share information regarding your account (such as name, email address, phone number and date of birth) with the applicable Partner so they can meet their legal and regulatory obligations. Your information will only be shared with such Partners to the extent you actually transact or interact with customers of such Partner.
  • In order to complete third party financial, technical and legal audits of Circle’s operations, we may need to share information about your account as part of such review.
  • If Circle merges with or gets acquired by another Company, they will have access to the information you have provided to us. If this happens, we will require that the new entity follows this Privacy Policy and will notify you of any such change.
  • We will share your information with other third parties if you specifically authorize us to do so.

Sharing With Other Circle Users

In order to make Circle payments about more than just sending money from A to B, we will share additional information with other Circle users, but only to the extent that you give us permission to do so. This information includes:

  • Transaction Details. To make it easier to send money to your contacts, we will - with your permission - collect information from your phone’s address book or other contact lists that you grant us access to (for example, your Facebook friends list).
  • Messages & Photos. If you attach a message or photo, video or other media to a payment, payment request or other communication using Circle, that information will be visible to the person(s) receiving the payment. You should know that the recipient of a message or photo (or other media) can always save them - so don’t send anything you wouldn’t want shared publicly.
  • Your Identity & Photo. In order for other Circle users to transact with you (sending money, receiving money, requesting money, etc.) they will be able to see your full legal name. If you upload a profile photo or avatar to your account, this will also be visible to other Circle users. If Circle adds additional features that allow you to share more identity information, further information may be shared if you opt in to such features.
  • Location. If you have your location enabled in your settings, the location from which a payment was initiated may be visible to the recipient. This also lets other users take advantage of the “nearby users” function, which makes it easier for them to send you a payment if you’re nearby and not otherwise in their contacts.
  • Status as a Circle User. Other Circle users may be able to see that you have a Circle account. This lets them know they can send you a payment and you will receive it instantly without having to first set up a Circle account.
  • Sharing of Transactions. In the future, Circle may give users the ability to share certain payment information through group payments, a public feed, social media integration or other means. The information may include sender, recipient, date and time of transaction, avatars, location, media or other information regarding the transaction. If this feature is enabled, you will be able to determine how much information is shared in your account settings or opt out of sharing information by not using such features.
  • Other Information. As we add new product features, there may be additional information that is shared with other Circle users. If those new features require sharing any personal information, we’ll always get your permission first and will do our best to allow you to disable such features in your account settings. We’ll also provide information to other Circle users if you specifically request that we share such information.
5. How To Change or Delete Your Information

If you need to add or change any information, you can just log in to your Circle account and make the change in your settings. If it doesn’t look like you can make the change on your own, just reach out to Support and we’ll take care of it.

If you want to know what information we’re keeping on you, check out the categories listed above. We can also provide you with a copy of this information, but we won’t include any sensitive financial information.

If you want to close your Circle account, know that as a regulated financial institution we are required to retain certain information you have provided for a number of years.

6. Children’s Privacy

Unfortunately, if you’re under 13, you can’t use Circle. So we don’t knowingly solicit or collect information from anyone under 13. If we become aware that a child under the age of 13 has provided us with personal information, we’ll delete it immediately.

7. Questions?

If you have any questions about this Privacy Policy, please reach out to the Dapper Platform.

Circle USDC User Agreement
Latest Update: December 9, 2019

This User Agreement (“Agreement”) is a contract between you and Circle Internet Financial, Inc. (“Circle,” “we,” or “us”) that applies to your use of the USDC Services (as defined in Section 15 of this Agreement) as a user (“User”, “you” or “your”).

By registering an account with Circle for USDC Services (a “USDC Account”) or using any of the USDC Services, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as our Privacy Policy, Cookie Policy and E-Sign Consent, and you acknowledge and agree that you will be bound by these agreements and policies. Section 31 of this Agreement governs how this Agreement may be changed over time. The text in the boxes throughout this Agreement is there to help you understand the Agreement, but is not part of the Agreement. If after reading this Agreement in its entirety you are unsure of the terms of the Agreement or you have any questions, please contact Support via email at [email protected]

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

1. About USDC

USDC is a “ERC-20” digital token issued by Circle that operates on the Ethereum blockchain (“USDC” or “USD//Coin”). USDC is fully backed by U.S. Dollars or equivalent assets held by Circle with its U.S. banking partners in segregated accounts, on behalf of, and for the benefit of, Users. This means for every USDC issued by Circle and remaining in circulation, Circle will hold on behalf of Users one U.S. Dollar in its bank account(s) or other approved investments (the “Segregated Accounts”).

2. Scope of USDC and Key Terms

Your use of USDC and USDC Services is subject to this Agreement and Circle’s obligations under this Agreement are conditional on you complying with its provisions. You understand that any violation of this Agreement may result in potential consequences, including the possible loss or forfeiture of U.S. Dollar funds tokenized for USDC. For a description of the process for tokenizing U.S. Dollar funds to USDC and redeeming USDC for U.S. Dollar funds, please see here. You understand and agree that you may only tokenize U.S. Dollar funds to USDC and redeem USDC for U.S. Dollars through this process directly with Circle, and may not do so independently with any of Circle’s banking partners.

Each USDC will have an established value of one (1) U.S. Dollar at the time of being tokenized and redeemed by you, subject to the terms set forth in this Agreement and fees where applicable. While in possession of your U.S. Dollar funds, Circle agrees to take reasonable care in maintaining the established value of U.S. Dollar funds provided by you, and you agree Circle is free to use the funds provided for its own purposes prior to redemption subject to the terms of this Agreement. You also agree that Circle is entitled to any income from the use of your funds, or interest accrued with respect to your funds, prior to redemption. You understand that sending USDC to another address automatically transfers and assigns to the owner of that address (a “Holder”), and any subsequent Holder, the right to redeem USDC for U.S. Dollar funds so long as the Holder is eligible to, and does, register a USDC Account.

3. How We Use Your Information

Your use of the USDC Services is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions.

You unequivocally agree and understand that by registering a USDC Account and using the USDC Services in any capacity, you will act in compliance with and be legally bound by this Agreement and all applicable laws and regulations (including, without limitation, those stated in this Section 3, where applicable). For the avoidance of doubt, continued use of your USDC Account and Circle’s obligations to you under this Agreement are conditional on your continued compliance at all times with this Agreement and all applicable laws and regulations.

4. Eligibility; Limitations

The USDC Services are currently only available to individuals and institutions located in supported jurisdictions. For a complete list of currently supported jurisdictions, please see here.

If you are registering to use the USDC Services as an individual, you must be at least 18 years of age and must not have been previously suspended or removed from the USDC Services or any other service or product offered by Circle or its affiliate entities, including but not limited to Circle UK Trading Limited, Circle Payments, LLC, Poloniex, LLC or Circle Trade Europe Limited, to enter into this Agreement.

If you are registering to use the USDC Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) you are duly authorized by such legal entity to act on its behalf, and (iii) such organization (and any affiliate entity) must not have been previously suspended or removed from the USDC Services or any other service or product offered by Circle or its affiliate entities, including but not limited to Circle UK Trading Limited, Circle Payments, LLC, Poloniex, LLC or Circle Trade Europe Limited, to enter into this Agreement.

Use of certain USDC Services may have further eligibility requirements that will need to be verified prior to you using such USDC Services or from time to time in order to continue your use of the USDC Services.

By accessing or using the USDC Services, you further represent and warrant that:

  • a) you are not a Restricted Person nor are you resident of a Restricted Territory (each as defined in Section 38 below).
  • b) you will not be using the USDC Services for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed under Sections 23 and 24.

You also understand that there are additional representations and warranties made by you in Section 5 (Accuracy of Information) and Section 38 (Compliance with Export Restrictions) and that any misrepresentation by you is a violation of this User Agreement.

If Circle determines that you have violated this User Agreement, including, but not limited to, transacting with Blacklisted Addresses (as defined in Section 14) or engaging in Restricted Activities or Prohibited Transactions then Circle may be forced to terminate your USDC Account and you may forfeit any U.S. Dollar funds otherwise eligible for redemption.

Notwithstanding the foregoing, Circle may determine not to make the USDC Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on the User’s location. We may without liability to you or any third party refuse to let you register for a USDC Account.

5. Registration Process; Identity Verification

When registering your USDC Account, you must provide current, complete, and accurate information for all required elements on the registration page, including your full legal name. You also agree to provide us, when registering a USDC Account and on an ongoing basis, any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including, but not limited to, a copy of your government issued photo ID or evidence of residency such as a lease or utility bill. You permit us to keep a record of such information and authorize us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you understand, acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

In certain circumstances, we may require you to submit additional information about yourself or your business, provide records, and complete other verification steps (such process, "Enhanced Due Diligence").

You represent and warrant that any all information provided to us pursuant to this Agreement is true, accurate and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible.

From time to time we may be required to request further information regarding your transactions in order to comply with applicable laws and regulation. Failure to provide such information in a timely fashion may result in the suspension of your ability to use the USDC Services (until you provide such information) or the closure of your USDC Account.

We reserve the right to maintain your account registration information after you terminate your USDC Account for business and regulatory compliance purposes, subject to applicable laws and regulation. For example, we are subject to various AML and CTF regulations which, in a number of jurisdictions, require us to retain certain personal data for a minimum period of five (5) years following the closure of your USDC Account.

6. AML and CTF Compliance

Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF. These standards are designed to prevent the use of the USDC Services for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.

7. USA PATRIOT Act Notification

This Section 7 applies only if your country of residence is the United States.

Please also note that Section 326 of the USA PATRIOT Act of 2001 requires all financial institutions to obtain, verify, and record information that identifies each person who registers a USDC Account. This federal requirement applies to all new Users. This information is used to assist the U.S. Government in the fight against the funding of terrorism and money laundering activities.

What this means to you: when each person registers a USDC Account, we will ask each person for his or her name, physical address, mailing address, date of birth, and other information that will allow us to identify him or her.

8. USDC Support Only; Forks & Advanced Protocols Not Supported

Your USDC Account only supports sending and receiving USDC. If you attempt to send any other virtual currency, token, digital currency, or similar digital assets other than USDC (“Other Digital Assets”) to your USDC Account, such Other Digital Assets will be lost forever. If you attempt to send USDC from your USDC Account to a wallet or address that does not support USDC your USDC will be lost forever. Circle bears no responsibility for any losses you might incur as a result of you sending Other Digital Assets to your USDC Account or you sending USDC from your USDC Account to a wallet or address that does not support USDC.

As a result of the decentralized and open source nature of USDC it is possible that a party unaffiliated with Circle could create an alternative version of USDC (a “fork”) that operates independently from USDC. Circle supports only USDC and is under no obligation to support any fork of USDC and assumes no responsibility for any value that might be lost as a result of this lack of support of forks of USDC. In the event of a fork of USDC, Circle shall, in its sole discretion, determine which fork of USDC it will support, if any.

Note that in the event of a fork of USDC, Circle may be forced to suspend all activities relating to USDC (including tokenizing U.S. Dollars for USDC, or redeeming USDC for U.S. Dollars, sending and receiving USDC) for an extended period of time until Circle has determined in its sole discretion that such functionality can be restored (“Downtime”). This Downtime will likely occur immediately upon a “fork” of USDC, potentially with little to no warning, and during this period of Downtime you will not be able to tokenize U.S. Dollars for USDC, nor redeem, send or receive USDC.

9. Ethereum Network and Smart Contract Modifications

USDC operates on the Ethereum blockchain. Circle does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with the Ethereum blockchain. Any such attacks or delays on the Ethereum blockchain might materially delay or prevent you from sending or receiving USDC, and Circle shall bear no responsibility for any losses that result from such issues.

Note that in certain circumstances, including, but not limited to, a fork of the Ethereum blockchain or the identification of a security issue with the Ethereum blockchain, Circle may be forced to suspend all activities relating to USDC (including tokenizing U.S. Dollars for USDC, or redeeming USDC for U.S. Dollars, sending and receiving USDC) for an extended period of time until such Downtime is over and USDC Services can be restored. This Downtime will likely occur immediately upon a fork of the Ethereum blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to tokenize U.S. Dollars for USDC, nor redeem, send or receive USDC.

Circle reserves the right to migrate USDC to another blockchain or protocol in the future should Circle determine, in its reasonable discretion, that doing so is necessary or desirable. Upon Circle’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your USDC to another blockchain or protocol identified by Circle. If you fail to effectuate such migration, the USDC may not be compatible with your USDC Account going forward. Notwithstanding any other provision of this Agreement, Circle will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your USDC to another blockchain or protocol identified by Circle.

10. Privacy Policy

We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read our Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used.

For customers located within the European Economic Area (“EEA”), Circle Trade Europe Limited, an affiliate of Circle, is your representative in the EEA for the purposes of the General Data Protection Regulation (EU) 2016/679.

11. Communications

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

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

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

12. Security of User Information

You are responsible for maintaining the confidentiality and security of any and all account names, user IDs, passwords, personal identification numbers (PINs) and mobile unlock codes that you use to access the USDC Services. You are responsible for keeping your email address up to date in your USDC Account profile and for maintaining the confidentiality of your user information. You agree to (i) notify Circle immediately if you become aware of any unauthorized use of your USDC Account, the USDC Services, or any other breach of security regarding the USDC Services. We strongly advise you to enable all relevant security features such as two-factor authentication, as available: this offers you greater protection from possible attackers attempting to log in to your Account than password alone and in situations where your email and/or password is compromised by a third-party data breach. Circle will not be liable for any loss or damage arising from your failure to protect your account information.

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

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

13. Account Suspension & Closure

We may without liability to you or any third party suspend your USDC Account, consolidate your USDC Accounts if you have more than one, or terminate your USDC Account or suspend your use of one or more of the USDC Services in accordance with the terms of this Agreement, as determined in our sole and absolute discretion. Such actions may be taken as a result of account inactivity, failure to respond to customer support requests, failure to positively identify you, a court order, your violation of the terms of this Agreement (including, but not limited to, Sections 23 and 24) or for other similar reasons. This may result in your loss or forfeit of U.S. Dollar funds corresponding to the USDC capable of redemption in your USDC Account. Circle may also temporarily suspend access to your USDC Account in the event that a technical problem causes system outage or USDC Account errors until the problem is resolved.

You may terminate this Agreement at any time by closing your USDC Account in accordance with this Agreement. In order to do so, you should contact Support who will assist you in closing your USDC Account. You may not terminate your USDC Account if Circle believes, in its sole discretion, that such closure is being performed in an effort to evade a court order or legal or regulatory investigation or to avoid paying any amounts otherwise due to Circle.

We encourage you to transfer any USDC out of your USDC Account or redeem your USDC for U.S. Dollars prior to issuing a request to terminate your USDC Account. We will be unable to terminate your USDC Account at your request unless you have zero USDC in your USDC Account. We reserve the right to restrict or refuse to permit redemptions or transfers from your USDC Account if (i) your USDC Account has otherwise been suspended or unilaterally terminated by Circle in accordance with this Agreement or (ii) to do so would be prohibited by law or a court order or we have determined that the USDC were obtained fraudulently.

Upon closure or suspension of your USDC Account, you authorize Circle to cancel or suspend pending transactions and forfeit all proprietary rights and claims against Circle in relation to any U.S. Dollar funds otherwise eligible for redemption.

In the event that you or Circle terminates this Agreement or your access to the USDC Services, or cancels your USDC Account, you remain liable for all activity conducted on or with your USDC Account while it was active and for all amounts due hereunder.

If you are seeking to terminate a USDC Account on behalf of a deceased User, please contact Support.

13. Risk Factors & Disclosures

The following list of risks associated with USDC and the USDC Services is not exhaustive.

No guarantee of price stability

Subject to the limitations set forth in this User Agreement, (i) when Circle tokenizes U.S. Dollars for USDC it will always do so at a rate of one U.S. Dollar ($1) per one (1) USDC and (ii) when Circle redeems USDC for U.S. Dollars, it will always redeem such USDC at a rate of one U.S. Dollar ($1) per one (1) USDC, less fees where applicable.

For each USDC that is issued by Circle and remains in circulation, Circle will maintain the equivalent of one U.S. Dollar ($1) with its banking partners in Segregated Accounts, on behalf of, and for the benefit of, Users. Circle believes these actions will promote the price stability of USDC with an intended goal of one (1) USDC being worth one U.S .Dollar ($1). However, this does not guarantee that the value of one (1) USDC will always equal one U.S. Dollar ($1). Due to a variety of factors outside of Circle’s control, the value of USDC, particularly on third-party platforms such as cryptocurrency exchange platforms, can fluctuate above or below one U.S. Dollar ($1). Circle cannot control how third parties value USDC, and Circle is not responsible for any losses or other issues that may result from fluctuations in the value of USDC.

Third-party platforms

USDC is based on open source software and runs on the Ethereum blockchain. This means that third parties can elect to support USDC on their platforms without any authorization or approval by Circle or anyone else. As a result, USDC support on any third-party platform does not imply any endorsement by Circle that such third-party services are valid, legal, stable or otherwise appropriate. Circle is not responsible for any losses or other issues you might encounter using USDC on non-Circle platforms.

Users accept all consequences of sending USDC off of Circle’s platform. USDC transactions are not reversible. Once you send USDC to an address, you accept the risk that you may lose access to, and any claim on, that USDC indefinitely or permanently. For example, (i) an address may have been entered incorrectly and the true owner of the address may never be discovered, (ii) you may not have (or subsequently lose) the private key associated with such address, (iii) an address may belong to an entity that will not return the USDC, (iv) an address belongs to an entity that may return the USDC but first requires action on your part, such as verification of your identity. For the avoidance of doubt, nothing in this Agreement is intended to obligate Circle to track, verify or determine the provenance of USDC balances for Users, including any form of security interests claimed thereon.

Blacklisted Addresses & Forfeited Funds

Circle reserves the right to “blacklist” certain USDC addresses and freeze associated USDC (temporarily or permanently) that it determines, in its sole discretion, are associated with illegal activity or activity that otherwise violates the terms of this User Agreement (“Blacklisted Addresses”). In the event that you send USDC to a Blacklisted Address, or receive USDC from a Blacklisted Address, Circle may freeze such USDC and take steps to terminate your USDC Account. In certain circumstances, Circle may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your USDC, including the ability to redeem USDC for U.S. Dollars. Circle may also be forced to freeze USDC and/or surrender associated U.S. Dollars held in Segregated Accounts in the event it receives a legal order from a valid government authority requiring it to do so.

Software protocols and operational challenges

You are aware of and accept the risk of operational challenges. Circle may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the USDC Services. You understand that the USDC Services may experience operational issues that lead to delays, including delays in redeeming USDC. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Circle accountable for any related losses.

Compliance

You are responsible for complying with applicable law. You agree that Circle is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of the USDC Services, including any accurate reporting of the tax or legal status of USDC in your jurisdiction.

Legislative and regulatory changes

Legislative and regulatory changes or actions at the U.S. state, U.S. federal, or international level may adversely affect the tokenization of U.S. Dollars into USDC, and the use, transfer, redemption and/or value of USDC.

No deposit insurance

USDC held in your USDC Account are not subject to deposit insurance protection, including, but not limited to, (i) where your country of residence is the United States, the Federal Deposit Insurance Corporation insurance or Securities Investor Protection Corporation protections; or (ii) where your country of residence is outside of the United States, the United Kingdom Financial Services Compensation Scheme or equivalent scheme in your country of residence.

Claim on funds

Circle holds the equivalent value of one U.S. Dollar ($1) in Segregated Accounts, on behalf of, and for the benefit of, Users for each USDC that is issued by Circle and remains in circulation. Your ability to redeem USDC for U.S. Dollars is conditional on (i) your possession of a corresponding amount of USDC associated with a registered USDC Account, (ii) no violation of this User Agreement, and (iii) no action, pending or otherwise, by a regulator, law enforcement or a court of competent jurisdiction that would restrict redemption.

Sending USDC to another address automatically transfers and assigns to thatHolder, and any subsequent Holder, the right to redeem USDC for US Dollar funds so long as the Holder is eligible to, and does, register a USDC Account.

Legal treatment of USDC transfers

The regulatory status of USDC and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to USDC, blockchain technology and its applications. Accordingly, it is not possible to determine whether a USDC transfer would be recognized under applicable law by a court or regulator at the U.S. state, U.S. federal, or international level.

Encumbrances

Depending on the actions of the owners of USDC addresses before your receipt of USDC from another USDC address, it is possible that the transfer of USDC between USDC addresses could result in the USDC in your USDC Account becoming subject to a lien or other form of security interest before redemption.

On-chain transactions irreversible

When USDC is sent out of your USDC Account to a third-party USDC address, such transaction is completed on the Ethereum blockchain. This means that such transaction is irreversible and Circle does not have the ability to reverse or recall any transaction once initiated. You bear all responsibility for any losses that might be incurred as a result of sending USDC to an incorrect or unintended USDC address.

15. Services; Third Parties

Circle provides you with a secure and convenient way to establish a USDC Account for purposes of (i) tokenizing U.S. Dollars for USDC from Circle, (ii) redeeming USDC for U.S. Dollars from Circle, (iii) sending and receiving USDC to and/or from USDC Accounts (collectively, the “USDC Services”); subject to this Agreement and provided that any of these Services can be discontinued at any time in accordance with Section 20. For purposes of the foregoing, Circle’s “Circle Pay” and “Circle Invest” mobile applications, as well as sending or receiving USDC via a non-USDC Account, are specifically excluded from the definition of USDC Services.

Circle does not have control of, or liability for, any products or services that are purchased or sold by third parties using the USDC Services. Circle is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, legality (including any consequences for illegal transactions that might be triggered under this Agreement), quality, delivery, or satisfaction with any products purchased by means of a USDC transfer. If you are not satisfied with any goods or services purchased from, or sold to, a third party using the USDC Services, you must handle those issues directly with the third-party seller or buyer, as applicable.

If you use your Circle Account to send money to someone in exchange for a product or service, and you have a problem with that product or service, you will need to resolve that dispute directly with the third party.

16. Mobile Services

To the extent you access the USDC Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. By using mobile USDC Services, you agree that we may communicate with you by SMS, MMS, text message, push notification, and/or other electronic means via your mobile device and that certain information about your usage of the USDC Services may be communicated to us. In the event that you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to any person who might acquire your old number.

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

17. Fees; Authorization

Except as disclosed on the USDC Fee Schedule or as otherwise disclosed to you prior to completing a transaction in your USDC Account, Circle will not charge you any fees for tokenizing U.S. Dollars for USDC, sending USDC, or receiving USDC. As disclosed on the USDC Fee Schedule, Circle does charge fees in connection with the redemption of USDC for U.S. Dollars. You should always check the USDC Fee Schedule before completing a transaction in your USDC Account to make sure you understand exactly what fees might be incurred. You also agree to pay any other fees that may be charged by your bank in connection with sending funds to Circle or receiving funds from Circle.

18. Currency Conversion

All tokenizations of U.S. Dollars will be credited in USDC to your USDC Account based on a rate of one (1) USDC per one U.S. Dollar ($1). If you wire funds to Circle to complete a tokenization of U.S. Dollars into USDC, you should denominate your wire transfer in U.S. Dollars. If you transmit your wire in a currency other than U.S. Dollars, Circle’s banking partners will convert such funds to U.S. Dollars at such bank’s then applicable conversion rate and may charge additional fees for completing such currency conversion. Your USDC Account will then be credited with an amount of USDC equal to the amount of U.S. Dollars that results following such currency conversion and deduction of any fees charged for such currency conversion. Circle is not responsible for any processing delays that may result in connection with completing such currency conversion. Additionally, Circle’s banking partners may not support all non-U.S. Dollar currencies, and may be forced to reject or return a wire received in a non-supported currency. Note that your USDC Account only supports USDC amounts out to two decimal places, so all USDC amounts will be rounded down to two decimal places.

19. Transaction Limits

Circle reserves the right to change the tokenization, redemption, conversion, storage, and velocity limits on your USDC Account as we deem necessary. We may establish individual or aggregate transaction limits on the size or number of tokenizations or redemptions you make during any specified time period.

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

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

21. Transactions Irreversible

Once a transaction has been initiated, it cannot be reversed. Except as set forth in this Agreement, all transactions processed through the USDC Services are non-refundable. You may have additional refund or chargeback rights under your agreement with the recipient of such funds, your bank, or applicable law. You should periodically review statements from your bank, which should reflect all applicable transactions made using that payment method. You can also access the record of your transactions by logging into your USDC Account.

22. Insufficient Funds

If a payment made to tokenize U.S. Dollars for USDC is reversed by your bank or Circle’s banking partners after a tokenization of U.S. Dollars for USDC is completed, then Circle reserves the right to (i) retroactively cancel such tokenization of U.S. Dollars for USDC and deduct such USDC from your USDC Account, (ii) deduct such amounts from future tokenizations to your USDC Account or otherwise received into your USDC Account, (iii) suspend your USDC Account and access to the USDC Services until resolved, (iv) if you maintain more than one USDC Account, set off the negative amount of USDC in one USDC Account by applying the amount of USDC you hold in your other USDC Account(s) against the negative amount, and (v) pursue legal action or any other means of recovery legally available. To secure your performance of this Agreement, you grant to Circle the right to (a) block transfers of USDC from your account, including any non-USDC account, (b) set off any fees or other amounts owed by you against funds Circle holds on your behalf.

In the event that Circle is forced to engage a third party to assist with the recovery of any funds owed by you to Circle, you will be charged any fees or expenses that are incurred by Circle in connection with such recovery efforts, including, but not limited to, collection fees, legal fees or convenience fees charged by third parties. You hereby explicitly agree that all communication in relation to a funds owed by you to Circle or a delinquent account will be made by electronic mail or phone. Such communication may be made by Circle or by any third party acting on its behalf, including but not limited to a third-party collection agent. Note that if Circle is forced to engage such third parties in connection with recovering amounts that you owe Circle, your credit may be negatively impacted.

23. Restricted Activities

In connection with your use of the USDC Services, you hereby agree that you will not:

  • a) violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;
  • b) intentionally try to defraud (or assist in the defrauding of) Circle or other Circle users;
  • c) provide false, inaccurate, or misleading information;
  • d) take any action that interferes with, intercepts, or expropriates any system, data, or information;
  • e) partake in any transaction involving the proceeds of illegal activity;
  • f) transmit or upload any virus, worm, or other malicious software or program;
  • g) attempt to gain unauthorized access to other USDC Accounts, the Circle website, or any related networks or systems;
  • h) use the USDC Services on behalf of any third party or otherwise act as an intermediary between Circle and any third parties;
  • i) collect any user information from other Circle users, including, without limitation, email addresses;
  • j) defame, harass, or violate the privacy or intellectual property rights of Circle or any other Circle users; or
  • k) upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials

(such activities, “Restricted Activities”).

24. Prohibited Transactions

Using the USDC Services for transfers related to the following is prohibited, and Circle reserves the right to monitor for transactions that relate to:

  • a) any Restricted Persons or persons or entities located in Restricted Territories (as each term is defined in Section 38);
  • b) weapons of any kind, including but not limited to firearms, ammunition, knives, explosives, or related accessories;
  • c) controlled substances, including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories, unless licensed and authorized by the jurisdiction in which the customer is based as well as by the jurisdiction in which the transaction takes place;
  • d) gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, games that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing, unless licensed and authorized by the jurisdiction in which the customer is based as well as by the jurisdiction in which the transaction takes place;
  • e) money-laundering or terrorist financing;
  • f) any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;
  • g) goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;
  • h) credit repair services, or other services that may present consumer protection risks;
  • i) court ordered payments, structured settlements, tax payments, or tax settlements;
  • j) any unlicensed money transmitter activity;
  • k) layaway systems, or annuities;
  • l) counterfeit goods, including but not limited to fake or “novelty” IDs;
  • m) wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;
  • n) purchasing goods of any type from “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); or
  • o) any other matters, goods, or services that from time to time we communicate to you that are unacceptable and which, for example, may be restricted by our and your bank or payment partners

(such transactions, “Prohibited Transactions”).

In the event that Circle learns you are making any such Prohibited Transactions, Circle will consider it to be a violation of this Agreement and may suspend or terminate your USDC Account, which can result in the potential forfeit of any US Dollar funds otherwise eligible for redemption.

25. Unauthorized Transactions

If an Unauthorized Transaction (as defined below) or Error (as defined below) occurs through your USDC Account, and you follow the procedures set forth in this Section 25, Circle will reimburse you for the amount of any eligible Unauthorized Transaction and any losses resulting from an Error, subject to the limitations set forth in this Section 25.

What Constitutes an Unauthorized Transaction or Error?

For purposes of this Section 25, “Unauthorized Transaction” means a transaction that was initiated from your USDC Account without your authorization and that does not benefit you.

For purposes of this Section 25, an “Error” means one of the following: (i) if your bank account is charged for a tokenization, Circle receives the funds, but the corresponding USDC does not show up in your USDC Account, (ii) if you complete a redemption from USDC and the funds are not properly delivered by Circle to your bank account, (iii) you transfer USDC from your USDC Account to an external address and we debit your USDC Account for a USDC amount in excess of the sent amount, (iv) if you receive USDC to your USDC Account and we do not add the proper amount to your USDC Account, (v) if the transaction records in your USDC Account do not accurately reflect your transactions, or (vi) there is some other material mathematical or computational error by Circle in calculating tokenization or redemption amounts.

Notifying Circle of an Unauthorized Transaction or Error

You should notify us immediately if you believe that (i) an Unauthorized Transaction or Error has occurred, (ii) your password and/or two-factor authentication access has been compromised, (iii) a device on which you have downloaded the Circle app or which contains an active Circle session has been stolen or lost, or (iv) you believe there is an Error in your transaction records or account history, or you have a question regarding your transaction records or account history.

In order for Unauthorized Transactions or Errors to be covered by Circle, you must notify us within sixty (60) days of such Unauthorized Transaction or Error showing up in your transaction history and/or account statement. If you do not notify us within sixty (60) days, then you will not be covered by the protections of this Section 25.

Notification Process

The fastest and most efficient way to notify us of an Unauthorized Transaction or Error is to contact Support via email at [email protected] You can also notify us by sending an old fashioned letter to Circle Internet Financial, Inc., PO Box 52235, Boston, MA 02205.

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

Note that in connection with investigating and/or resolving any Unauthorized Transaction or Error, we may need to request further information from you regarding the circumstances of the Unauthorized Transaction or Error. If you do not provide such additional information, it may inhibit our ability to resolve your issue or limit your rights under this Section 25.

Steps Circle Will Take Following Notification

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

Sometimes, we may need more time in order to complete our investigation (up to thirty (30) days, or sixty (60) days for a new account). If we need to take more than ten (10) days to investigate your claim (or thirty (30) days for new accounts), we will provisionally credit your USDC Account with the amount of such Unauthorized Transaction or Error.

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

Regardless of the results of our investigation, we will send you an email explaining the basis for our decision. If you have any questions or concerns regarding our decision, you can request further information regarding the details that led to our decision.

Errors We Discover

If we discover an Error on our own that results in you receiving less than the amount of US Dollar funds to which you are entitled, we will rectify it by crediting your USDC Account with USDC corresponding to the difference. If we discover an Error on our own that results in you receiving more than the amount of funds to which you are entitled, we will rectify it by debiting your USDC Account with USDC corresponding to the difference.

Your Liability for Unauthorized Transactions

Your liability for Unauthorized Transactions and the amount Circle will reimburse you is determined by how quickly you report it to us. If you tell us within two (2) business days after you learn of the compromise of your USDC Account or login credentials, you can lose no more than $50 if someone used your login credentials without your permission. If you do NOT tell us within two (2) business days after you learn of the compromise of your USDC Account or login credentials, and we can prove we could have stopped someone from using your USDC Account without your permission if you had told us, you could lose as much as $500.

Due to these limitations, you should always keep a close eye on your Circle account, push notifications, email receipts and monthly account statements that you receive from Circle to make sure that such transactions are authorized or so that you can avail yourself of the full benefits of this Section 25.

26. Taxes

Circle will maintain a record of your transaction history, which you will be able to access through your USDC Account for purposes of making any required tax filings or payments, but it is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority. This transaction history will include all transactions you complete with Circle including tokenizing U.S. Dollars for USDC, redeeming USDC for U.S. Dollars, and transferring USDC. Circle will make any tax withholdings or filings that we are required by law to make, but Circle is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. As more fully described in this Agreement, Circle will hold the U.S. Dollars or equivalent assets on behalf of Users in a Segregated Account or Accounts. Circle, not the Users, will earn interest on the U.S. Dollars or equivalent assets in such accounts, and Circle will surrender the established value of the USDC in U.S. Dollars upon valid redemption of the USDC in accordance with the requirements set out in this Agreement. Circle and each User do not intend the tokenization of U.S. Dollars to result in a transfer of ownership of the U.S. Dollars to Circle and Circle may take the position that this arrangement constitutes a bailment or other arrangement by which Circle holds the U.S. Dollars for the benefit of the Users pending valid redemption.

27. Indemnification; Release

You agree to indemnify and hold Circle, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, your violation of any law or regulation or your use of the USDC Services.

For the purpose of this Section 27, the term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section that are the result of the matters set out in this Section 27 and that may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).

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

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

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

28. Limitation of Liability; No Warranty

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CIRCLE AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE USDC SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE USDC SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE USDC SERVICES.

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

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

THE USDC SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. CIRCLE, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CIRCLE MAKES NO WARRANTY THAT (I) THE USDC SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE USDC SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

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

Circle will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and check issuances are processed in a timely manner, but Circle makes no representations or warranties regarding the amount of time needed to complete processing because the USDC Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This Section 28 gives you specific legal rights and you may also have other legal rights that vary from state to state.

29. Force Majeure

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

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

30. Arbitration

This Section 30 applies only if your country of residence is the United States.

Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought, in an individual capacity only, and not on a class-wide or representative basis, in the courts specified in Section 39 without the posting of a bond), any dispute between you and Circle related in any way to, or arising in any way from, our USDC Services or this Agreement (“Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the American Arbitration Association (“AAA”) rules for arbitration of consumer-related disputes (available from AAA on its website at www.adr.org), as modified by this Agreement, or in accordance with rules on which we may mutually agree; provided, however, that to the extent a Dispute is within the scope of a small claims court’s jurisdiction, either you or Circle may commence an action in small claims court, in the county of your most recent physical address, to resolve the Dispute.

Any arbitration will be conducted by a single, neutral arbitrator and shall take place in the county of your most recent physical address. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction. An arbitral decision is subject to very limited review by a court. This Agreement evidences a transaction involving interstate commerce, and therefore, the Federal Arbitration Act (“FAA”) applies to this Agreement, including the agreement to arbitrate set forth in this Section 30. Circle and User each agree that the FAA, and not state law, shall govern whether a Dispute is subject to arbitration.

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

31. Amendments

Circle may amend any portion of this Agreement at any time by posting the revised version of this Agreement with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the USDC Services after the initial posting of the revised User Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the USDC Services and terminate your USDC Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of this Agreement.

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

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

32. Assignment and Third-Party Holders

You may not transfer or assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void, subject to the following exception. Sending USDC to an address will automatically transfer and assign to that Holder, and any subsequent Holder, the right to redeem USDC for U.S. Dollar funds so long as the Holder is eligible to, and does, register a USDC Account.

Each Holder is subject to all terms of this Agreement as if a User including, but not limited to, the requirements to not transact with Blacklisted Addresses and not engage in Restricted Activities or Prohibited Transactions.

We reserve the right to freely assign this Agreement and the rights and obligations of this Agreement to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our USDC Services and terminate this Agreement by contacting Support at [email protected] and asking us to close your USDC Account.

33. Survival

Upon termination of your USDC Account and this Agreement, all rights and obligations of the parties that by their nature are continuing will survive such termination.

34. Third Party Applications

If you grant express permission to a third party to connect to your USDC Account, either through the third party's product or through Circle, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold Circle responsible for, and will indemnify Circle from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.

35. Website; Third Party Content

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

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

36. Limited License; IP Rights

We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of this Agreement, to access and use the the USDC Services solely for approved purposes as determined by Circle. Any other use of the USDC Services is expressly prohibited. Circle and its licensors reserve all rights in the USDC Services and you agree that this Agreement does not grant you any rights in or licenses to the USDC Services except for the limited license set forth above. Except as expressly authorized by Circle, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the USDC Services, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the USDC Services may be terminated pursuant to this Agreement. "Circle.com", "Circle", and all logos related to the USDC Services are either trademarks, or registered marks of Circle or its licensors. You may not copy, imitate, or use them without Circle's prior written consent. All right, title, and interest in and to the Circle website, any content thereon, the USDC Services, and all technology and any content created or derived from any of the foregoing is the exclusive property of Circle and its licensors.

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

37. Unclaimed Property

If Circle is holding on your behalf US Dollar funds corresponding to the USDC capable of redemption in your USDC Account, and Circle is unable to contact you and has no record of your use of the USDC Services for several years, applicable law may require Circle to report the corresponding US Dollar funds as unclaimed property to the applicable jurisdiction. If this occurs, Circle will try to locate you at the address shown in our records, but if Circle is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. Circle reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

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

38. Legal Compliance

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

39. Governing Law; Venue

The laws of the Commonwealth of Massachusetts and applicable United States federal law, including the Federal Arbitration Action as specified herein, shall govern this User Agreement. Except for those disputes that shall be resolved in arbitration or in small claims court pursuant to Section 30, each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Boston, Massachusetts, provided that any claims or disputes shall be subject to the arbitration provisions set forth in Section 30. You agree with us that, if you are a consumer, the courts in the permitted region where you are resident will have non-exclusive jurisdiction.

40. Entire Agreement

The failure of Circle to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties, except as specified in Section 31. The headings and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. This Agreement, including Circle’s policies governing the USDC Services referenced herein, the Privacy Policy, the Cookie Policy and the E-Sign Consent constitute the entire agreement between you and Circle with respect to the use of the USDC Services. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and Circle and other Circle affiliates which each shall be a third-party beneficiary of this Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.

This Agreement (along with the Privacy Policy, Cookie Policy and E-Sign Consent) are the only documents that govern your relationship with Circle with respect to the USDC Services. If some future court order deems any particular provision of this Agreement unenforceable, the rest of the Agreement is still valid, except as specified in Section 31.

41. State-Specific Disclosures

Note that while Circle is licensed in many states as a money transmitter, not all states in which we are licensed regulate virtual currency activity as money transmission. Additionally, certain of these states have required specific disclosures of this fact, which can be found below and/or on the Licenses page found at: https://www.circle.com/en/legal/licenses. Note that this Section 41 may be continuously updated with additional state-specific disclosures as may be required by the states in which we hold licenses and the date of last update will be reflected directly above.

  • Alaska

The Alaska Division of Banking and Securities does not currently regulate virtual currency (bitcoin) activity as money transmission (or otherwise).

  • Colorado

Circle is licensed by the Colorado Division of Banking as a money transmitter. The Colorado Division of Banking does not license or regulate services related to virtual currency, including, but not limited to, transmission or exchange of virtual currency which may be conducted by Circle.

  • Hawaii

The Hawaii Division of Financial Institutions does not currently regulate virtual currency (bitcoin) activity as money transmission (or otherwise).

  • Kentucky

Circle is licensed by the Kentucky Department of Financial Institutions as a money transmitter, but such license does not cover virtual currency (bitcoin) activity.

  • Louisiana

Circle is licensed by the Louisiana Office of Financial Institutions as a money transmitter. The Louisiana Office of Financial Institutions does not license or regulate services related to virtual currency, including, but not limited to, transmission or exchange of virtual currency which may be conducted by Circle.

  • Maryland

The Maryland Department of Labor, Licensing and Regulation does not currently regulate virtual currency (bitcoin) activity as money transmission (or otherwise).

  • Minnesota

The Minnesota Department of Commerce does not currently regulate virtual currency (bitcoin) activity as money transmission (or otherwise).

  • New York

(1) Virtual Currency (bitcoin) is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections;

(2) legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Virtual Currency;

(3) transactions in Virtual Currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;

(4) some Virtual Currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction;

(5) the value of Virtual Currency may be derived from the continued willingness of market participants to exchange Fiat Currency for Virtual Currency, which may result in the potential for permanent and total loss of value of a particular Virtual Currency should the market for that Virtual Currency disappear;

(6) there is no assurance that a Person who accepts a Virtual Currency as payment today will continue to do so in the future;

(7) the volatility and unpredictability of the price of Virtual Currency relative to Fiat Currency may result in significant loss over a short period of time;

(8) the nature of Virtual Currency may lead to an increased risk of fraud or cyber-attack;

(9) the nature of Virtual Currency means that any technological difficulties experienced by Circle may prevent the access or use of a customer’s Virtual Currency; and

(10) any bond or trust account maintained by Circle for the benefit of its customers may not be sufficient to cover all losses incurred by customers.

  • Tennessee

The Tennessee Department of Financial Institutions does not currently regulate virtual currency (bitcoin) activity as money transmission (or otherwise).

  • Texas

If you have a complaint, first contact the Customer Support Team of Circle Internet Financial, Inc. at 800-398-7172, if you still have an unresolved complaint regarding the company's money transmission or currency exchange activity, please direct your complaint to: Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705, 1-877-276-5554 (toll free), www.dob.texas.gov.

  • Virginia

Circle is licensed by the Virginia Bureau of Financial Institutions as a money transmitter, but such license does not cover virtual currency (bitcoin) activity.

  • Wisconsin

Circle is licensed by the Wisconsin Department of Financial Institutions as a money transmitter, but such license does not cover virtual currency (bitcoin) activity.

Questions? Concerns? Suggestions?

Please contact Support at [email protected] to report any violations of this User Agreement or to ask any questions regarding this User Agreement or the USDC Services.

Circle USDC Privacy Policy
Latest Update: November 28, 2018

This Privacy Policy describes how Circle Internet Financial, Inc. (“Circle”, “we”, “us” or “our”) collects, uses, stores, shares and protects your information when you use the USDC Services (as defined below) through or in connection with your account with Circle for products or services offered at www.circle.com/usdc (“USDC Account”).

The “USDC Services” shall mean [exchanging fiat currency for USDC, redeeming USDC for fiat currency, holding USDC, sending USDC, and receiving USDC] and all other products or services offered atwww.circle.com/usdc or otherwise in connection with USDC. For purposes of the foregoing, Circle’s “Circle Pay” and “Circle Invest” mobile applications are specifically excluded from the definition of USDC Services.

If your country of residence, as determined by your verified residential address (“Country of Residence”), is (i) within the European Economic Area (“EEA”), you will also be referred to in this privacy policy as an “EEA Customer”; or (ii) outside the EEA, you will be referred to in this privacy policy as a “Non-EEA Customer”.

Please use the Glossary to understand the meaning of some of the terms used in this privacy policy.

1. Important information and who we are

Purpose of this privacy policy

We know how important privacy is to our users, which is why we only collect the information we need and will not share your personal information with any third parties unless it is necessary. Even within Circle, access to your personal information is limited to only those employees who require such information to handle matters relating to compliance, identity verification, fraud prevention and customer support.

It is important that you read this privacy policy together with any other privacy notice or fair processing notice we may provide on specific occasions and which may be applicable to you when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data. This privacy policy supplements the other notices and is not intended to override them.

Changes to the privacy policy and your duty to inform us of changes

We may change this privacy policy from time to time. When we do make updates, we’ll let you know by changing the date at the top of this privacy policy. If it is a more extensive update, we’ll send you a notification or post a notice on our website. If you ever have any questions about changes made to the privacy policy, just reach out to [email protected]

It is important that the personal data we hold about you is accurate and current. If you need to add or change any information, you can just log in to your USDC Account and make the change in your settings. If it doesn’t look like you can make the change on your own, just reach out to [email protected] and we’ll take care of it. Please keep us informed if your personal data changes during your relationship with us.

Third-party links

The USDC Services may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.

EEA Customers

The following applies to EEA Customers only.

For the purposes of the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Circle Internet Financial, Inc. is the controller of your personal data and Circle Trade Europe Limited has been appointed as its representative in the EEA.

Circle has appointed a data protection officer (“DPO”) who is responsible for overseeing questions in relation to this privacy policy. If you have any questions about this privacy policy, including any requests to exercise your rights, please contact us using the details set out below.

Full name of legal entity: Circle Trade Europe Limited (as GDPR representative)

Contact: [email protected]

You have the right to make a complaint at any time to the Information Commissioner's Office (“ICO”), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the opportunity to deal with your concerns before you approach the ICO so please contact [email protected] in the first instance.

2. The data we collect about you

Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).

We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:

  • Identity Data includes first name, maiden name, last name, title, username or similar identifier, tax ID, marital status, date of birth, gender, identity document number, nationality and any other information contained in any identification documents you provide to us (e.g. your passport or driver’s licence).
  • Contact Data includes billing address, residential address, email address and telephone numbers.
  • Financial Data includes bank account details.
  • Transaction Data includes details of your USDC activity such as the amount, date, time, recipient for each transaction.
  • Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access the USDC Services.
  • Profile Data includes your username and password, your preferences, feedback and any survey responses.
  • Usage Data includes information about how you use the USDC Services.
  • Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
  • Location Data includes information about your device location.
  • We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy policy.

    We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, genetic and biometric data).

    For Non-EEA Customers only, in the event that Circle integrates with other platforms, you may be prompted from time to time to grant Circle access to additional information from such platform (or grant such partner platform access to information you have provided to Circle).

    Information about criminal convictions

    When you register for a USDC Account or otherwise use the USDC Services, we may receive information about your criminal convictions when we perform certain verification or compliance checks. We carry out these checks in order to detect or prevent any unlawful or fraudulent acts and to comply with our legal obligations.

    If you fail to provide personal data

    Where we need to collect personal data by law, or under the terms of a contract we have with you and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (i.e. to provide the USDC Services to you). In this case, we may have to close your USDC Account but we will notify you if this is the case at the time.

    3. How we collect your personal data

    We use different methods to collect data from and about you including through:

    • Direct interactions. You may give us your Identity, Contact, Financial, Transaction, Profile, Usage, Marketing and Communications and Location Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when:

      • you create or use your USDC Account;
      • you set up a wire transfer to your USDC Account;
      • we need to request more information to verify your identity or to meet our legal obligations;
      • you request marketing to be sent to you;
      • you participate in a survey; or
      • you give us some feedback.

    • Automated technologies or interactions. When you interact with our USDC Services, we may automatically collect Usage and Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. We may also receive Technical Data about you if you visit other websites employing our cookies. Please see our Cookie Policy for further details.
    • Third parties or publicly available sources. We may receive personal data about you from various third parties including:

      • Technical Data from analytics providers such as Google;
      • Contact, Financial and Transaction Data from providers of technical or payment services;
      • Identity and Contact Data from verification or compliance services providers; and
      • In providing personal data of any individual (other than yourself) to us, you agree that you have obtained consent from such individual to disclose their personal data to us for processing.
4. How we use your personal data

Non-EEA Customers

The following applies to Non-EEA Customers only.

We collect all of this information so that we can provide you with the USDC Services safely and seamlessly. The information we collect allows us to:

  • Deliver the full functionality of of the USDC Services;
  • Keep in touch with you - whether it be for providing customer service, notifying you of new features or updates to the USDC Services, or providing security notices or information;
  • Verify your identity so that we can prevent fraud or unauthorized activity; and
  • Fulfill any other purpose for which the information was collected.

We will never sell or rent your personal data to third parties. We may combine your information with information we collect from other companies and use it to improve and personalize the USDC Services, as well as our content and advertising.

EEA Customers

The following applies to EEA Customers only.

We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:

  • Where we need to perform the contract we are about to enter into or have entered into with you.
  • Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
  • Where we need to comply with a legal or regulatory obligation.

Generally, we do not rely on consent as a legal basis for processing your personal data other than in relation to sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting [email protected]

Purposes for which we will use your personal data

We have set out below a description of the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact Support if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.

Purpose/ActivityType of dataLawful basis for processing including basis of legitimate interest
To register you as a new customer.
  • (a) Identity
  • (b) Contact
Performance of a contract with you.
To deliver the full functionality of the USDC Services.
  • (a) Identity
  • (b) Contact
  • (c) Financial
  • (d) Transaction
  • (e) Profile
  • (f) Marketing and Communications
  • (g) Location
Performance of a contract with you.

To manage our relationship with you which will include:

  • (a) Notifying you about changes to our terms or privacy policy; and
  • (b) Asking you to leave a review or take part in a survey.
  • (a) Identity
  • (b) Contact
  • (c) Profile
  • (d) Marketing and Communications

(a) Performance of a contract with you.

(b) Necessary to comply with a legal obligation.

(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our products/services).

To (i) verify your identity; and/or (ii) detect and prevent fraudulent or other unauthorised activities.
  • (a) Identity
  • (b) Contact
  • (c) Financial
  • (d) Transaction
  • (e) Usage

(a) Performance of a contract with you.

(b) Necessary to comply with a legal obligation.

(c) Necessary for our legitimate interests to safeguard the USDC Services.

To administer and protect the USDC Services (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data).
  • (a) Identity
  • (b) Contact
  • (c) Technical

(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganisation or group restructuring exercise).

(b) Necessary to comply with a legal obligation.

To deliver relevant website content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you.
  • (a) Identity
  • (b) Contact
  • (c) Profile
  • (d) Usage
  • (e) Marketing and Communications
  • (f) Technical
Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy).
To use data analytics to improve our website, services, marketing, customer relationships and experiences.
  • (a) Identity
  • (b) Contact
  • (c) Technical
  • (d) Usage
Necessary for our legitimate interests (to define types of customers for our products and services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy).
To (i) improve our product or services; and/or (ii) develop new product or services.
  • (a) Identity
  • (b) Contact
  • (c) Financial
  • (d) Transaction
  • (e) Technical
  • (f) Profile
  • (g) Usage
  • (h) Marketing and Communications
Necessary for our legitimate interests (to develop our products/services and grow our business).
To make suggestions and recommendations to you about products or services that may be of interest to you.
  • (a) Identity
  • (b) Contact
  • (c) Technical
  • (d) Profile
  • (e) Usage
  • (f) Marketing and Communications
Necessary for our legitimate interests (to develop our products/services and grow our business).

Change of purpose

We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.

If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process your personal data without your knowledge or consent where this is required or permitted by law.

Marketing

We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising. We have established the following personal data control mechanisms:

(i) Promotional offers from us

We may use your Identity, Contact, Technical, Profile and Usage Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).

You will receive marketing communications from us if you (i) have requested information from us; (ii) use our USDC Services; or (iii) provided us with your details when you registered for a promotion and you have not opted out of receiving that marketing.

(ii) Third-party marketing

We will get your express opt-in consent before we share your personal data with any company outside the Circle group of companies for marketing purposes.

(iii) Opting out

You can ask us or third parties to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by contacting [email protected] at any time.

Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of your use of the USDC Services, a product/service experience or other transactions. Opting out will also not opt you out of receiving non-marketing information such as quarterly account statements and updates to this privacy policy or our user agreement.

Cookies

You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of our website may become inaccessible or not function properly.

Do Not Track (“DNT”) is an optional browser setting that allows you to express your preferences regarding tracking by advertisers and other third-parties. At this time, we do not respond to DNT signals.

For more information about the cookies we use, please see our Cookie Policy.

5. How we share your personal data

Sharing with third parties

We may have to share your personal data with the parties set out below for the purposes set out in Section 4 above:

  • Banking partners - If you link a bank account, we will share your account information with our banking partners so that we can process payments associated with wiring funds in and out of your USDC Account. We may also need to share your information with your bank based in the country where your bank account is held in order to verify and complete a payment transaction.
  • Verification service providers - In order to detect and/or prevent fraud and comply with our legal obligations, we will sometimes need to share your information with third party identity verification services. This lets us make sure you are who you say you are, by comparing the information you provide us to public records and other third party databases. This may include searches through electronic services such as credit bureaus, but we will not do so in a manner that would have an adverse impact on your credit or credit score.
  • Operational service providers - In order to deliver the USDC Services to you, we will need to share your information with third parties who provide us with certain tools/services including data storage, customer service platforms, accounting and invoicing, IT, email and other communication tools, security and fraud detection.
  • Other service providers - In order to improve Circle’s functionality, we will sometimes share your information with service providers that help us analyse how people are using the USDC Services in order for us to refine the product. We may also share your information with services providers who help us to deliver certain advertising/marketing campaigns in order to grow our business.
  • Law enforcement agencies and regulators - we may need to share your information with law enforcement or government or public officials. We will only do this when we are compelled to do so by a specific regulation, subpoena, court order or formal request, or we otherwise believe in good faith that we need to share such information to prevent physical harm, financial loss, or are obligated to report illegal and other suspicious activities.
  • Group companies - Information may be shared with Circle group entities in order to, inter alia, meet our legal and regulatory obligations. EEA Customers should be aware that affiliates of Circle Internet Financial, Inc. are likely to act as processors in respect of your personal information in order to provide you with the best possible service and customer support.
  • Business Partners - From time to time Circle may partner with other companies (“Partners”) to allow you to transact with individuals that are customers of such Partners and not Circle. In order to complete these transactions, we will need to share information regarding your USDC Account (such as name, email address, phone number and date of birth) with the applicable Partner so that they can meet their legal and regulatory obligations. Your information will only be shared with such Partners to the extent you actually transact or interact with customers of such Partner.
  • Professional advisers - In order to complete third party financial, technical, compliance and legal audits of Circle’s operations or otherwise comply with our legal obligations, we may need to share information about your USDC Account as part of such review with professional advisers acting as processors or joint controllers who provide consultancy, banking, legal, compliance, insurance or accounting services.
  • Third parties - We may choose to sell, transfer, or merge parts of our business or our assets to third parties. Alternatively, we may acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy policy.
  • We will share your information with other third parties if you specifically authorise us to do so.
6. Privacy Shield

Circle (including its affiliate entities that may handle your information) complies with the EU-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union to the United States. Circle has certified to the Department of Commerce that it adheres to the Privacy Shield Principles. If there is any conflict between the terms in this Privacy Policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov.

You may contact us regarding the Privacy Shield, including requests to access your personal information that is retained by Circle, by contacting [email protected] Circle commits to cooperate with the panel established by the EU data protection authorities (DPAs) and comply with the advice given by the DPA panel with regard to personal information transferred from the EU to the United States. The Federal Trade Commission has jurisdiction over Circle's compliance with the Privacy Shield. In certain circumstances, you may be able to invoke binding arbitration with respect to adherence to the Privacy Shield. If Circle shares personal information with certain third parties, Circle may be liable if those parties process that information in a manner that is inconsistent with the Privacy Shield Principles. Circle may be required to disclose personal information in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.

7. How we protect your personal data

We protect your information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorised access, disclosure and alteration. Some of the safeguards we use are firewalls and data encryption, physical access controls to data centers and information access authorisation controls.

Sometimes in order to better secure your information and use it for the purposes contemplated by this privacy policy, certain personal data may be stored with our third party partners and service providers. All of their physical, electronic and procedural safeguards are designed to comply with applicable laws and regulations.

In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

In relation to EEA Customers, we have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

8. Data retention

We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.

To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements. If you want to close your USDC Account, know that as certain members of the Circle group are regulated financial institutions, we may be required to retain certain information you have provided for a number of years. For example, we are subject to various AML and CTF regulations which, in a number of jurisdictions, require us to retain certain personal data for a minimum period of five (5) years following the closure of your USDC Account.

For further details of retention periods for different aspects of your personal data please contact us [email protected]

In some circumstances we may anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.

9. Your legal rights

This Section 9 applies to EEA Customers only.

Under certain circumstances, you have rights under data protection laws in relation to your personal data. Please see the “Your Legal Rights” section of the glossary to find out more about these rights:

Request access to your personal data

Request correction of your personal data

Request deletion of your personal data

Object to processing of your personal data

Request restriction of processing of your personal data

Request transfer of your personal data

Right to withdraw consent

If you wish to exercise any of the rights set out above, please contact [email protected]

No fee usually required

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.

What we may need from you

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time limit to respond

We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

10. Children’s privacy

Unfortunately, if you’re under 18, you can’t use the USDC Services. We do not knowingly solicit or collect information from anyone under 18. If we become aware that a person under the age of 18 has provided us with personal information, we’ll delete it immediately.

11. Questions

If you have any questions about this Privacy Policy, please contact Support.

12. Glossary

This Section 12 applies to EEA Customers only.

Lawful basis

Legitimate Interestmeans the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting [email protected]
Performance of Contractmeans processing your person data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.
Complying with a legal or regulatory obligationmeans processing your personal data where it is necessary for complying with our legal or regulatory obligation.

Your legal rights

Request accessThis enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it. This is also commonly known as a “data subject access request”.
Request correction

This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.

If you need to add or change any information, you can just log into your USDC Account and make the change in your settings. If it doesn’t look like you can make the change on your own, please reach out to Support and we’ll take care of it.

Request deletion

This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with applicable law.

Please note: your right of deletion would not apply for various reasons including if we need to retain your personal data in order to comply with a legal obligation or to establish or defend a legal claim. Where we are unable to comply with your request of deletion, we will notify you at the time of your request.

Object to processing

You have the right to object to the processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms.

You also have the right to object where we are processing your personal data for direct marketing purposes.

In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.

You may also be entitled to object to automated decision-making in certain circumstances.

Request restriction on processing

This enables you to ask us to suspend the processing of your personal data in the following scenarios:

  • (a) if you want us to establish the data's accuracy;
  • (b) where our use of the data is unlawful but you do not want us to delete it;
  • (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or
  • (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
Request to transfer

If you ask us, we will provide to you or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format.

Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.

Withdrawal of consent

This applies where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent.

If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.