Arc Portal Terms of Use

Last Updated:

September 16, 2026

These Arc Portal Terms of Use (these "Terms") constitute a binding legal agreement between you ("you", or "your") and Circle Technology Services, LLC (on behalf of itself and any other affiliates to the extent relevant) ("Circle," "we," "our" or "us") governing your access to and use of the Arc portal and any related website, interface, hosted application, dashboard, content, tools, and features that Circle or third parties make available through Arc Portal including the Arc Portal Wallet (collectively, the "Arc Portal").

If you are an individual accessing or using the Arc Portal on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an "Organization"), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms.

By accessing or using the Arc Portal in any way, including by automated means, creating an Arc Portal Wallet or Agent Wallet, or connecting an External Wallet to the Arc Portal, using any application made available through the Arc Portal, interacting with any Third-Party App or Offering, and/or browsing the Arc Portal, you agree that you have read, understood and accept (i) all of the terms and conditions contained in these Terms, (ii) the Arc Network Terms of Use, (iii) the Circle Privacy Policy, (iv) Cookie Policy, (v) the E-Sign Consent Policy and (vi) any applicable additional terms or policies that are presented, linked, or otherwise made available to you through the Arc Portal, whether provided by Circle or a third party (“Additional Terms”). You acknowledge and agree that you will be bound by all of the foregoing upon any such access or use of the Arc Portal. If you do not accept the terms and conditions of these Terms, you shall not access or otherwise use the Arc Portal.

PLEASE BE AWARE THAT SECTION 20 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND CIRCLE. AMONG OTHER THINGS, SECTION 20 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 20 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 20 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS: (a) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (b) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

Arc Portal

The Arc Portal is a non-custodial, web-based user interface that serves as an interface to: (i) connect External Wallets, Arc Portal Wallets and Agent Wallets (defined below), (ii) create Arc Portal Wallets and Agent Wallets, (iii) view your Arc Portal transaction history, (iv) view Third-Party Content (defined below), (v) access third-party products and services through direct integrations using Third-Party Apps (defined below) and Circle products and services (“Circle Products”, collectively with the Third-Party Apps, the ”Offerings”), and (vi) discover new Offerings.

Eligibility
1. By accessing the Arc Portal, you represent and warrant that:

You are at least 18 years old and the age of majority in your place of residence to use the Arc Portal.
You are not a Sanctions Target.
You will not use the Arc Portal or any of the Offerings to benefit or support any Restricted Territories or Sanctions Targets.

For the purposes of these Terms, “Restricted Territory” means a region, territory or country subject to Sanctions; “Sanctions” means any legal requirement imposing sanctions, restrictions, or prohibitions that is administered or enforced by the U.S. Government (including the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, or the U.S. Department of State and including designation as a “specially designated national” or blocked person), the United Nations Security Council, and all other relevant international sanctions authority, including any executive orders issued in relation to the imposition of sanctions; “Sanctions Target” means any person or entity that is: (A) included on any list of designated persons maintained by any governmental, regulatory authority or law enforcement department, court, agency, commission, board, tribunal, crown corporation or other law, rule or regulation making entity pursuant to Sanctions, (B) organized, located or resident in a Restricted Territory, or (C) otherwise the target of any Sanctions such that a person is prohibited from dealing with such person or entity, including as a result of being owned or controlled by any person or persons described in the foregoing subsection (A) or (B).

Restricted Use
1. You agree to comply with all applicable laws, regulations, sanctions, anti-money laundering requirements, anti-corruption rules, export controls, tax rules, and other legal requirements in connection with your use of the Arc Portal and any Offerings.
2. You may not access or use the Arc Portal or Offerings to engage in or facilitate unlawful, fraudulent, deceptive, manipulative, abusive, infringing, or otherwise prohibited conduct, including money laundering, sanctions evasion, terrorist financing, market manipulation, unauthorized access, malware distribution, interference with systems, or infringement of third-party rights, or in connection with blocked addresses, darknet markets, illegal goods or services, stolen funds, or other prohibited transactions or restricted activities that Circle identifies in these Terms, the Arc Portal, or related policies.
Supported Assets

Circle may, in its sole discretion and at any time, determine, limit, restrict, condition, suspend, block, remove, or decline to support any digital asset, token, protocol, Offering, or other product or functionality available through the Arc Portal, in whole or in part, with or without notice. Without limiting the foregoing, Circle may restrict or decline to support through the Arc Portal assets or products that are, or that Circle determines may be, securities, crypto-asset securities, tokenized or real-world assets (RWAs), event contracts, futures, options, swaps or other derivatives, prediction markets, or other regulated financial products or instruments. The availability of any asset or product through the Arc Portal is not a representation that it is lawful, registered, suitable, or appropriate for you or in your jurisdiction, and the absence or removal of any asset or product is not investment, legal, or tax advice. Circle will not be liable for any losses, costs, or damages arising from any such determination, restriction, removal, or discontinuation.

Wallet Requirements
1. Certain Arc Portal features may require you to connect a compatible self-custody wallet (“External Wallet”) or generate a user-controlled wallet (“Arc Portal Wallet”). In addition, you have the option to generate a wallet tailored for agentic use cases (“Agent Wallet”) or connect an existing Agent Wallet.
2. If you access the Arc Portal through an External Wallet, the applicable terms of that External Wallet provider will govern your use of the External Wallet. If you access the Arc Portal through the Arc Portal Wallet, these Terms govern your use of the Arc Portal Wallet. If you generate an Agent Wallet or access any of the agentic features via the Arc Portal, the Agent Platform Terms of Use govern your use of the Agent Wallet and any related transactions.
3. We accept no responsibility or liability to you in connection with your use of an External Wallet and make no representations and warranties regarding how the Arc Portal or any of the Offerings will operate or be compatible with any specific External Wallet.
4. You are solely and exclusively responsible for:

generating, storing, safeguarding, maintaining the confidentiality and security of any cryptographic credential associated with your Agent Wallet, External Wallet or Arc Portal Wallet (collectively, the “Wallets”) such as cryptographic credentials, private keys and API keys and any other credentials used to access or authorize activity through the Arc Portal;
any and all messages or conduct signed with your private key;
all transactions and activities that occur through your Wallets, whether or not authorized by you;
implementing and maintaining appropriate spending controls, and access restrictions on any automated system you authorize your AI Agent (defined below) to interact with the Arc Portal or any related feature on your behalf;
verifying all transaction details (including recipient address, blockchain network, digital asset, and amount) before confirming any transaction;
verifying all actions taken by your AI Agent when using the Arc Portal with your credentials; and
monitoring your Wallet activity for unauthorized or unintended programmatic transactions and addressing any potential issues immediately.

Arc Portal Wallet
1. The Arc Portal Wallet is a digital asset wallet where the key shares are secured with two-of-two multi-party computation ("MPC") that allows you to (a) generate and manage blockchain wallet addresses and associated cryptographic credentials, (b) submit transactions on supported blockchains as updated from time to time, (c) view digital asset balances and transaction history, (d) interact with third-party applications, protocols, and smart contracts, and (e) access third-party services.
2. The Arc Portal Wallet is built on top of Circle's user-controlled wallets. Two-of-two MPC is used for key management under which transaction signing requires two "Key Shares." Key Shares can only be invoked for signing with your cryptographic credential.
3. Circle cannot unilaterally move funds without your involvement. Nor can Circle initiate, cancel, or reverse any blockchain transaction on your behalf. No fiduciary, custodial, trust, or advisory relationship is created between you and Circle by virtue of your use of the Arc Portal Wallet.

Non-Custodial Service; User Control of Assets
1. The Arc Portal operates as a non-custodial interface. At no time does Circle hold, control, custody, or have access to your funds by offering the Arc Portal. Subject to any applicable Additional Terms, title to and beneficial interest in your digital assets remain with you or the wallet or smart contract you control, and do not transfer to Circle at any time.
2. You are solely responsible for reviewing and authorizing each transaction you initiate through the Arc Portal, including the recipient wallet address, route, protocol, blockchain network, digital asset amount, smart contract permissions, and transaction details. Circle has no ability to reverse, cancel, or retrieve assets associated with a transaction submitted through the Arc Portal, including without limitation transactions sent to an incorrect address.
3. Circle does not automatically transfer, deposit, stake, lend, or otherwise deploy the digital assets held in your Wallet or your Gateway Balance into any Third-Party Lending Protocol or other yield-generating product or protocol without your or your AI Agent’s authorization. Assets are moved into a Third-Party Lending Protocol or other yield-generating product only when you or your AI Agent authorizes the applicable transaction. Circle does not exercise discretion over, and does not make investment, allocation, or deployment decisions with respect to, your digital assets. For the purpose of this section, Circle Gateway is a Circle Product that enables you to hold and access a unified balance of USDC across supported blockchains that you control (your "Gateway Balance").
Third-Party Apps
1. The Arc Portal may display, integrate with, route you to, or otherwise enable access to third-party wallets, payment providers, protocols (including blockchains), bridges, aggregators, applications, smart contracts, data feeds, analytics, block explorers, or other third-party content or services (“Third-Party Content” or "Third-Party Apps" as applicable). You agree that you view, access or use such content and services at your own election.
2. Your use of any Third-Party Content or Third-Party App is solely between you and the relevant third party and may be subject to separate terms, privacy notices, and risk disclosures from that third party. Those terms and conditions may involve separate fees and charges or may include disclaimers or risk warnings about reliance on or the accuracy of any information. It is your responsibility to understand the terms and conditions of the Third-Party App, including how the Third-Party App providers (each, an “App Operator”) use any of your information under their privacy policies. Circle is not a party to your relationship with any App Operator unless Circle expressly states otherwise in separate written terms.
3. Circle does not control, operate, or guarantee the performance, availability, security, legality, compliance, quality, or outcomes of any Third-Party App. Any presentation of a Third-Party App or Offering through the Arc Portal — including any listing, display, order, sequencing, categorization, tag, search result, featured placement, or similar arrangement — is provided for discovery and informational purposes only. It does not constitute and should not be construed as approval, endorsement, sponsorship, verification, audit, due diligence, a suitability or fitness determination, a recommendation, a solicitation, or a ranking by Circle, in each case unless Circle expressly states otherwise. The order or manner in which any Offering appears does not indicate its quality, safety, legality, performance, or suitability and may be based on factors that do not reflect any assessment of the Offering.
4. Third-Party Content and Third-Party Apps are provided for your convenience only. We do not verify, audit, or control any Third-Party Content or Third-Party Apps. As a result, we do not warrant, guarantee, endorse, recommend or assume responsibility for such content, product or service offered via the Arc Portal. You access, rely upon or use any Third-Party Content or Third-Party App at your own risk. Circle disclaims all responsibility and liability for any losses on account of your reliance upon or use of such content or services. We have no responsibility for Third-Party Content that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction. The choice to rely on Third-Party Content or to use a Third-Party App is your own, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws.
5. Any links, references, or pointers to Third-Party Apps, App Operators, or other third-party websites, resources, or services made available through the Arc Portal are provided for your convenience only. Such links may change, be updated, redirect, or stop functioning at any time, and Circle does not guarantee that any link is current, accurate, complete, or operational. Circle is not responsible for the content, availability, or accuracy of any linked third-party website, resource, or service.
6. When you click on certain links or select certain Third-Party Apps, you may leave the Arc Portal and be directed to a website, application, interface, or service operated by a third party App Operator and governed by that App Operator's own terms and privacy policy. Circle may, but is not obligated to, display a notice before you leave the Arc Portal, and the presence or absence of any such notice does not affect your responsibility for, or Circle's disclaimer of responsibility for, any third-party destination. Your access to and use of any such destination is at your own risk and solely between you and the relevant App Operator.
7. Circle may, but is not obligated to, provide support relating to the functionality of the Arc Portal interface itself. Circle does not provide support for, and may be unable to resolve, issues that arise from or relate to Third-Party Apps, App Operators, Payment Service Providers, or other third parties — including issues relating to identity verification or "know your customer" processes, fiat payments or payment processing, External Wallets, third-party protocols or smart contracts, swaps, bridging, routing, liquidity, yield, or the operation of any third-party application. Those issues must be raised with, and may only be resolved by, the relevant third party.
8. Third-Party Apps made available through the Arc Portal are powered, operated, or fulfilled by third-party App Operators. When you use such Third-Party App, you may be required to review, acknowledge, and/or accept the applicable App Operator's own terms of service and privacy policy. Your use of such Third-Party App is governed by those applicable App Operator terms. Where an App Operator requires your acceptance of its terms, that acceptance may be presented within the App Operator's interface or within the applicable Arc Portal flow, and you must accept those terms to use the relevant Third-Party App. The App Operator terms are Additional Terms applicable to Third-Party Apps and, except as expressly set forth herein, do not amend, supersede, or override these Terms.

Third-Party Disputes and Release
1. If you have a dispute with a wallet provider, Payment Service Provider, third-party protocol, App Operator, liquidity provider, data provider, governance council, or any other third party, that dispute is solely between you and that third party. If you are not satisfied with any product, service including Third-Party Payment Services, or Third-Party App accessed through our Arc Portal, you must handle those issues directly with such third party. You acknowledge that we cannot guarantee, nor are we in any way responsible or liable for, the acts or omissions of third parties or the performance of their products or services that may be available through the Arc Portal or otherwise be relevant to any Offering.
2. You hereby release and forever discharge Circle (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Arc Portal (including any interactions with, or act or omission of, any App Operator, Payment Service Provider or any Third-Party Apps). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Arc Onramp
1. Arc Portal may allow you to access certain third-party services that enable you to purchase digital assets using fiat currency and complete identity verification, onboarding, or related compliance checks (collectively, the “Third-Party Payment Services”). These services are made available through Arc Onramp.
2. The Third-Party Payment Services are provided by independent third-party providers (“Payment Service Providers”). Circle provides Arc Onramp as a technology interface that enables access to those Payment Service Providers and their services. Circle does not provide the Third-Party Payment Services, including payment processing, fiat currency conversion, identity verification, know-your-customer checks, sanctions screening, or related compliance services.
3. When you use Arc Onramp, you may interact directly with a Payment Service Provider through its widget, interface, or embedded experience. A Payment Service Provider may require you to complete identity verification, sanctions screening, or other onboarding requirements, and may require you to review and accept its own terms of service and privacy policy before you can proceed. Your use of any Third-Party Payment Services is governed by the applicable Payment Service Provider’s terms and policies. Circle is not a party to those terms and is not responsible for any Payment Service Provider’s acts, omissions, decisions, fees, processing times, approvals, rejections, or performance. wi
4. You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Circle or its service provider, solely for the purposes of identifying you or your wireless device and to prevent fraud. For more information regarding your wireless carrier's use of your personal information, please refer to your wireless carrier's Privacy Policy.
5. Any prices, quotes, fees, exchange rates, limits, processing times, or availability information displayed through Arc Portal are provided for convenience only, may be supplied by the applicable Payment Service Provider, and may differ from the amounts ultimately charged or delivered.
6. Circle does not control and is not responsible for the availability, functionality, legality, security, or performance of any Third-Party Payment Services. Circle may add, modify, suspend, or remove access to any Payment Service Provider or Third-Party Payment Services at any time.
7. The Arc Portal currently supports fiat onramp functionality only and does not currently provide fiat off-ramp functionality (i.e., the ability to convert digital assets into fiat currency). The availability of fiat onramp functionality does not create any obligation for Circle to provide off-ramp or other fiat conversion functionality. Circle is not responsible for any losses, costs, or damages arising from the absence of off-ramp functionality, your inability to convert digital assets to fiat currency through the Arc Portal, or any change to fiat-related functionality.

AI Agent Access

If you access or use the Arc Portal or any Offerings through an AI Agent or other automated system, including by generating or using an Agent Wallet, your use is also governed by the Agent Platform Terms of Use. You may use the Arc Portal to generate a suggested prompt (“Agent Prompt”) for use with your AI Agent. Any Agent Prompt generated through the Arc Portal is provided for convenience only. Agent Prompts may be generated using artificial intelligence, and may contain errors, omissions, inaccuracies, and/or outdated information. You are solely responsible for reviewing, verifying, and approving any such content before using it, and for any actions taken by you or your AI Agents based on such content. Circle does not warrant that any Agent Prompt is accurate, complete, or fit for your intended use.

If you access or use Arc Portal or any Offerings through an AI Agent or other automated system, you remain solely responsible for that access and use and for all acts, omissions, instructions, decisions, and transactions of such AI Agent or automated system as if you had taken them directly. Any AI Agent that accesses or uses Arc Portal or any Offerings does so solely on your behalf, and you remain fully responsible for all resulting activity.

For purposes of these Terms, an “AI Agent” means any artificial intelligence agent, model, bot, script, or other automated system that accesses, uses, interfaces with, or acts in connection with the Arc Portal or any Offerings on your behalf or using your credentials, access rights, or permissions.

No Advice; No Recommendation
1. If the Arc Portal displays price, yield, APY, growth, rankings, route suggestions, or other comparative information (“Portal Data”), that information is provided for convenience only. Circle does not guarantee that any Offering, including any third-party yield-bearing opportunity, will remain available, achieve any target return, maintain a quoted rate, or preserve principal. Portal Data is not investment advice, financial advice, legal advice, tax advice, a recommendation, a solicitation, a promise of performance, or a best execution undertaking by Circle. NEITHER CIRCLE NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE ARC PORTAL. NEITHER CIRCLE NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN "EXPERT" UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER CIRCLE NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THE ARC PORTAL COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.
2. For any swap, bridge, route, or other transaction facilitated through the Arc Portal, Circle does not guarantee or represent that you will receive the best available price, exchange rate, or yield; the best, fastest, cheapest, or most reliable route or venue; the lowest fees, gas, or costs; available or sufficient liquidity; or successful, complete, or timely execution or settlement. Any route, venue, quote, or parameter presented through the Arc Portal is provided for convenience only, may be one of several available options, and is not a recommendation, endorsement, solicitation, or best-execution undertaking by Circle. You are responsible for evaluating available options and determining whether any transaction is appropriate for you.

Third-Party Lending Protocols
1. Circle may make available certain third-party vaults, protocols, lending markets or related borrowing, collateral, or yield features through the Arc Portal ("Third-Party Lending Protocols") that allow you to deposit digital assets to earn yield or to access related borrowing or collateral functionality. Third-Party Lending Protocols are a type of Third-Party App, are operated by third-party App Operators, and are not offered, operated, controlled, guaranteed, or insured by Circle. Any deposit you make into a Third-Party Lending Protocol is a transaction between you and the relevant App Operator effected through the applicable Third-Party Lending Protocol.
2. Certain third-party vaults made available through the Arc Portal are ones for which Circle has been designated a Sentinel, Guardian, or similar protocol function. Your access to and use of any such vault is also subject to Circle's separate Circle Guarded Vaults Terms (available at http://circle.com/legal/guarded-vaults), and, in the event of a conflict, Section 29 (Conflicts) governs.
3. You acknowledge and accept the risks of using Third-Party Lending Protocols, including, without limitation:
  1. loss of some or all of your principal;
  2. the risk that quoted or displayed yields, APYs, or returns are estimates only, are not guaranteed, and may change or fail to be realized. Any yield, APY, or return information displayed through the Arc Portal in connection with a Third-Party Lending Protocol constitutes Portal Data and is subject to section 12 (No Advice; No Recommendation). Circle does not guarantee the availability, performance, solvency, or security of any Third-Party Lending Protocol, the availability or timing of withdrawals, or the preservation of principal or any return;
  3. You are sending transactions directly to third-party protocols and autonomous smart contracts on the applicable blockchain. Circle is not responsible for protocol performance, code security, collateral management, liquidations, redemptions, yield, customer support, monitoring your position, unwinding transactions, recovering digital assets, or making you whole for any losses related to the Third-Party Lending Protocols;
  4. Third-Party Lending Protocols and any related strategies are not investments or investment advice, financial instruments, portfolio management services, or any other regulated activity provided by Circle. Any display of a Third-Party Lending Protocol, strategy, APY, yield, or similar data (“Lending Data”) through the Arc Portal is for informational purposes only and does not constitute an invitation, inducement, endorsement, recommendation, or solicitation by Circle to invest, lend, borrow, or otherwise deploy digital assets;
  5. Circle does not operate, control, audit, verify, endorse, or accept responsibility for any Lending Data displayed, published, or otherwise made available through any Third-Party Lending Protocol. Any such information is provided by the applicable third party or other source, not by Circle. Circle is not responsible for the accuracy, completeness, timeliness, methodology, assumptions, legality or availability of any such information;
  6. Circle may perform its own diligence of certain Third-Party Lending Protocol for its own purposes, but does not represent that any such diligence is complete, sufficient, or conducted for your benefit, and makes no representation or warranty regarding the security, solvency, functionality, resilience, legality, or suitability of any of the foregoing, even if made accessible through the Arc Portal;
  7. Circle does not guarantee the performance, availability, yield, or outcomes of any Third-Party Lending Protocol and does not assume any fiduciary, advisory, investment, or custodial duties in connection with your access to or use of any Third-Party Lending Protocol. You should not rely on Circle or the Arc Portal for any financial decision or expectation of return in connection with any Third-Party Lending Protocol;
  8. Circle does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise on any Third-Party Lending Protocol. Any such attacks or delays on any such blockchain might materially impact you or your ability to access your deposits and Circle shall bear no responsibility for any losses that result from such issues;
  9. Circle may, in its sole discretion and without liability to you or any third party, refuse, suspend, delay, limit, or impose conditions on, or discontinue your access to Third-Party Lending Protocol through the Arc Portal at any time for any reason. Any such action will not itself terminate, unwind, or close any underlying position you may have in the applicable Third-Party Lending Protocol, nor will it affect your ability to access the Third-Party Lending Protocol through a third-party platform or directly via the third-party protocol. Circle is not responsible for any losses or liabilities resulting from your inability to access or manage that position through the Arc Portal;
  10. Regulatory actions could negatively impact the availability of Third-Party Lending Protocol or deployment of the relevant smart contracts in various ways; and
  11. Third-Party Lending Protocols are subject to a range of risks inherent to decentralized finance, including without limitation: (i) smart contract risk, including bugs, exploits, hacks, or other vulnerabilities that may result in partial or total loss of deposited assets; (ii) oracle risk, including inaccurate, delayed, stale, or manipulated price feeds; (iii) liquidity risk, including insufficient liquidity to withdraw and the risk that withdrawals are delayed, suspended, gated, queued, or temporarily or permanently unavailable; (iv) withdrawal delays or inability to redeem during periods of stress or illiquidity; (v) market volatility, utilization spikes, and interest rate fluctuations; (vi) depeg, freeze, or transfer restriction risks associated with any supported digital asset; (vii) custody, redemption, bridge, finality, and issuer risks associated with any wrapped or bridged digital assets used as collateral or otherwise deployed in connection with a Third-Party Lending Protocol; (viii) governance, curator, or administrator risk, including actions, decisions, or changes made by protocol governance, vault curators, or other parties with privileged control; (ix) blockchain outages, reorganizations, sequencer or validator failures, and network congestion; (x) changes to protocol parameters, including supply or borrow caps, collateral factors, interest rate models, fees, or supported assets; and (xi) bad debt, insolvency, under-collateralization, or default within a protocol that may impair your ability to withdraw or be repaid. Circle makes no representation that this list is exhaustive. You are solely responsible for evaluating all risks before interacting with any Third-Party Lending Protocol.

Circle may pay fees or other compensation to, and may receive economic or non-economic benefits from certain App Operators in connection with integrations with the related Third-Party Lending Protocol. Circle does not receive any direct revenue-sharing from the App Operators in connection with the Third-Party Lending Protocol, other than any yield or other compensation generally available to any participant in the Third-Party Lending Protocol on the same terms and conditions. None of the foregoing creates any obligation to, guarantee to, or right of users of Third-Party Lending Protocols to receive any corresponding incentives, benefits, or other consideration.

Fees and Payment
1. There are currently no fees to access or use the Arc Portal. Circle may introduce fees to access or use the Arc Portal in the future, and any such fees will be disclosed to you in advance, including by updating these Terms.
2. There may be fees associated with Circle Products and Third-Party Apps that are accessed via the Arc Portal. Fees displayed through the Arc Portal are informational only and may differ from the actual fees ultimately charged by the applicable blockchain network, App Operator or other third party. All transactions processed through the Arc Portal are non-refundable once a transaction has been submitted to a blockchain network.
3. Transactions may fail, be delayed, or be reverted if you are a Sanctions Target or due to blockchain network conditions, smart contract behavior, insufficient gas fees, or other reasons outside of our control. You may still incur fees even if a transaction fails or is not completed, and Circle will not be responsible for such fees. We do not guarantee that any transaction will be executed at a particular fee level or within a particular timeframe.
4. Any transaction history, balance, activity record, or similar information made available through the Arc Portal is provided for convenience and informational purposes only, may be incomplete or inaccurate, may not reflect all of your wallet, on-chain, or third-party activity, and may not be available for all transactions, assets, blockchains, or time periods. Such information does not constitute tax, accounting, or legal advice, is not a tax form, statement, or report, and should not be relied upon for tax, accounting, regulatory, or reporting purposes. You are solely responsible for maintaining your own records and for determining, reporting, and paying any taxes arising from your use of the Arc Portal, your holdings, or any transaction you initiate or authorize through the Arc Portal.

Assumption of Risks

You acknowledge and accept the following risks when accessing and using the Arc Portal, Arc Portal Wallet and related Offerings:

Digital asset transactions are irreversible. If you enter an incorrect, incomplete, or incompatible recipient address, your digital assets will be permanently lost.
A Key Share, private key, or a combination of private keys, is necessary to control and dispose of digital assets stored in your Wallet. Accordingly, loss of requisite private key(s) or Key Shares associated with these Wallets will result in the loss of such digital assets, and the private key or Key Share will not be capable of being restored by the network.
The Arc Portal, Offerings or underlying blockchain networks may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions or other adverse effects in connection with the Arc Portal or your use of any Offering or impact you or your ability to access your digital assets. Circle does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise on any underlying blockchain network, related smart contract or third-party protocol. Any such attacks or delays on any such blockchain or protocol might materially impact you, your AI Agent or your ability to access your digital assets and/or the Agent Wallet and Circle shall bear no responsibility for any losses that result from such issues.
Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to digital assets and protocols by rendering ineffective the consensus mechanism that underpins the underlying blockchain, which could result in the theft, loss of digital assets, or decreased utility of smart contracts. Smart contracts, blockchain application software and blockchain platform protocols are still in an early development stage and relatively unproven.
Smart contracts execute automatically when certain conditions are met. Since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design or other vulnerabilities that may arise due to hacking or other security incidents can have adverse effects to any digital assets bridged, swapped, transferred or utilized via the Arc Portal, including but not limited to significant volatility and risk of loss.
Cryptographic tokens and smart contracts are a relatively new and comparatively untested technology. There are risks that Circle cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.
You acknowledge that there are inherent risks associated with using or interacting with the Arc Portal, Offerings and blockchain technology. There is no guarantee that the Arc Portal or Offerings will be continuously available or free from errors, hacking, or other security vulnerabilities. Blockchains may also be subject to sudden changes in operating rules, including forking events, and it is your responsibility to make yourself aware of upcoming operating changes.
We may retain the ability to limit or block access to certain protocols, digital assets, or addresses to comply with legal or sanctions requirements. These measures do not enable us to seize or freeze digital assets in any of your Wallets or initiate any transactions from any of your Wallets.
Regulatory actions could negatively impact the Arc Portal in various ways.
Circle may, in its sole discretion, add, modify, suspend, or discontinue support for the Arc Portal, Arc Portal Wallet, Agent Wallet, digital asset or any supported blockchain at any time without notice. Circle will not be liable for any damages, losses, costs, fines, penalties, or expenses of any kind, whether or not reasonably foreseeable, arising out of or relating to any such change, suspension, or discontinuation of support.
If a malicious actor or botnet obtains control of more than fifty percent (50%) of the processing power on a network, such actor or botnet could manipulate the network. If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on a network, it may be able to alter the blockchain on which the network and most transactions rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions. The malicious actor could “double-spend” its own digital assets and prevent the confirmation of other users’ transactions. To the extent that such a malicious actor or botnet did not yield its control of the processing power on the network or the community did not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible.

Slippage and Informational Warnings
1. Swaps, bridges, and other transactions you initiate through the Arc Portal are executed against third-party protocols and decentralized exchanges and are subject to market conditions outside Circle's control. You acknowledge and accept that: (a) prices and exchange rates can move between the time a quote is displayed and the time a transaction executes or settles; (b) the amount you actually receive may be less than quoted or expected after slippage, price impact, fees, and gas; (c) any slippage tolerance, quote, minimum-received amount, or price-impact figure displayed is an estimate only and may change or prove inaccurate; (d) transactions may fail, revert, or be delayed (and may still incur gas or other fees) due to price movement beyond any applicable slippage tolerance, insufficient liquidity, or network or smart contract conditions; and (e) validators, staking protocols, or other blockchain network participants may impose slashing penalties or other penalties on staked or deposited assets in response to network conditions or protocol rules, which may result in a partial or total loss of the affected assets, and Circle has no ability to prevent, reverse, or compensate for any such slashing or penalties.
2. Circle may, but is not obligated to, display warnings, estimates, or other informational messages relating to slippage, price impact, network conditions, or other risks ("Warnings"). Warnings are provided for convenience only, and Circle does not guarantee that any Warning is accurate, complete, or timely, or that a Warning will be displayed in any given circumstance. The absence of a Warning is not a representation that a transaction is safe or free of risk, and the display of any Warning does not create any duty or obligation on the part of Circle or transfer any risk (including slippage or price impact) to Circle. You remain solely responsible for reviewing all transaction details and for authorizing each transaction, whether or not any Warning was or was not displayed.

Privacy and Communications
1. Your use of the Arc Portal is subject to the Privacy Policy, Cookie Policy, and any feature-specific privacy disclosures presented in or through the Arc Portal, each as updated from time to time.
2. You acknowledge that Circle may collect, use and disclose and otherwise process information that you provide via the Arc Portal, information relating to your use of the Arc Portal, including your account activity, device or browser interactions, and related compliance or security signals to the extent necessary to operate and improve the Arc Portal, to fulfill its obligations under these Terms, and to comply with applicable law, in each case, in accordance with the Privacy Policy.
3. You and Circle agree that neither is the data processor of the other party under any applicable Data Protection Law (which means, collectively, all legal requirements that apply to processing of personal data under or in connection with these Terms, including applicable international, national, federal, state, provincial, and local laws, rules, regulations, directives and governmental requirements relating to privacy, data protection, or security), nor are you and us acting together as joint data controllers. You and Circle further agree that no monetary or other valuable consideration is provided to either party in exchange for any personal data and that data sharing conducted pursuant to these Terms does not constitute a sale of personal data under any applicable Data Protection Law.
4. If you access, connect to, interact with, or use a Third-Party App, Payment Service Provider or other third-party service through the Arc Portal, you may provide information directly to that third party or authorize Circle or the Arc Portal to facilitate a connection or interaction with that third party. Your use of any such third-party service is subject to that third party’s own terms, privacy notices, and practices.
5. By entering into these Terms or using the Arc Portal, you consent to receive electronic communications from Circle in connection with the Arc Portal, including by email.
Force Majeure

Circle’s obligations under these Terms may be suspended, in whole or in part, to the extent Circle is prevented or delayed from performing due to any event or circumstance beyond its reasonable control (a “Force Majeure Event”). Circle will use commercially reasonable efforts to notify you of any Force Majeure Event materially affecting the Arc Portal and may take such actions as it deems appropriate to mitigate its impact. Circle will not be liable for any delay, suspension, or failure to perform its obligations under these Terms to the extent resulting from a Force Majeure Event.

No Agency; No Fiduciary Duty

Nothing in these Terms creates any partnership, joint venture, agency, advisory, fiduciary, employment, brokerage, or other similar relationship between you and Circle.

Circle does not undertake to act on your behalf or in your best interests, to monitor the suitability of any transaction, to optimize routing or returns for you, or to supervise third-party protocols or providers on your behalf.

ARBITRATION AGREEMENT

Please read this Section 20 (the “Arbitration Agreement”) carefully. It is part of your contract with Circle and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Circle agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Arc Portal, any communications you receive, any products sold or distributed through the Arc Portal, or these Terms or prior versions of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Circle may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Circle may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that were not noticed at the time you first became subject to these Terms but that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.
Informal Dispute Resolution. There might be instances when a Dispute arises between you and Circle. If that occurs, Circle is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Circle agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Circle agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.

To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Circle should be sent by email to arbitration@circle.com. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one), and wallet address(es) used to access Arc Portal; (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. Circle will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Circle representative).

The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

Waiver of Trial in Front of Judge or Jury. YOU AND CIRCLE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Circle are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 20.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class and Other Non-Individualized Relief. YOU AND CIRCLE MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 20.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section 20.4 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Circle agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts located in the State of Delaware. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated, or litigated in small claims court. This Section 20.4 does not prevent you or Circle from participating in a class-wide or mass settlement of claims.
Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration (defined below), and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and Circle agree that either party shall have the right to finally resolve the Dispute through binding arbitration.

The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, as well as the wallet address(es) and/or email address(es) associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Circle should be sent by email to arbitration@circle.com. Circle will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).

Unless you and Circle otherwise agree, or the Batch Arbitration process discussed in Section 20.9 is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the city where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”).

You and Circle agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

You and Circle agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under Section 20.9 is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding Section 20.4, including any claim that all or part of Section 20.4 is unenforceable, illegal, void or voidable, or that Section 20.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
Attorneys’ Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or Circle need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.
Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Circle agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Circle by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.

All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Circle.

You and Circle agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to arbitration@circle.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address and wallet address(es) used to access Arc Portal, and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Circle’s rights. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.
Invalidity, Expiration. Except as provided in Section 20.4 if any part or parts of this Arbitration Agreement (other than Section 20.9) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section 20.9 is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in Wilmington, Delaware. You further agree that any Dispute that you have with Circle as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. You and Circle agree that any Dispute must commence within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.
Modification. You and we agree that Circle retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted on the Arc Portal, and you should check for updates regularly. Notwithstanding any provision in these Terms to the contrary, we agree that if Circle makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Arc Portal, including the acceptance of products and services offered on the Arc Portal following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of these Terms with an arbitration agreement and you did not validly opt out of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Circle will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

Governing Law

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

Intellectual Property
1. As between you and Circle, Circle owns all right, title, and interest in and to the Arc Portal, including its software, content, design, user interfaces, documentation, trademarks, logos, and other intellectual property rights, together with any derivative works or enhancements thereof.
2. Subject to your continued compliance with these Terms, Circle grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Arc Portal for its intended purposes.
3. You may not, and may not permit any third party to, copy, modify, reverse engineer, decompile, scrape, mirror, frame, lease, sell, sublicense, redistribute, or create derivative works from the Arc Portal.
4. If you submit comments, suggestions, ideas, or other feedback regarding the Arc Portal or related services, you acknowledge and agree that Circle may perpetually and freely use that feedback without restriction, attribution, compensation, or obligation to you.

Termination

We may terminate these Terms or suspend or terminate your use of the Arc Portal (or any portion thereof) at any time for any reason, with or without notice. If these Terms or your access to or use of the Arc Portal or any Offering is terminated or suspended for any reason or no reason: (a) the license and any other rights granted under these Terms and any other applicable terms will end, (b) we may (but have no obligation to other than to the extent required by applicable legal requirements) delete your information and any account data stored on our servers, and (c) Circle shall not be liable to you or any third party for losses, costs, fines, penalties, expenses, compensation, reimbursement or damages, whether or not reasonably foreseeable, for any termination, suspension or support for the Arc Portal or Offering or for deletion of your information or account data. If your use of the Arc Portal is terminated or suspended, you agree to: (i) continue to be bound by these Terms to the extent such provisions survive termination; and (ii) immediately stop using the Arc Portal.

No Warranties
1. THE ARC PORTAL IS PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, CIRCLE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CIRCLE DOES NOT WARRANT OR GUARANTEE THAT THE ARC PORTAL OR ANY OF THE OFFERINGS: (A) IS ACCURATE, RELIABLE OR CORRECT; (B) WILL MEET YOUR REQUIREMENTS; OR (C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, WILL BE UNINTERRUPTED, WILL BE ERROR-FREE, OR WITHOUT DEFECT OR SECURE. CIRCLE FURTHER DOES NOT WARRANT OR GUARANTEE THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE ARC PORTAL OR ANY OFFERING IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ARC PORTAL OR OFFERING ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
2. TO THE EXTENT ANY DOCUMENTATION, DEVELOPER TOOL, SAMPLE CODE, REFERENCE IMPLEMENTATION, SUPPORT RESOURCE OR OTHER ANCILLARY MATERIAL CIRCLE MAKES AVAILABLE IN CONNECTION WITH THE ARC PORTAL INCORPORATES OR LEVERAGES ARTIFICIAL INTELLIGENCE FEATURES, YOU ACKNOWLEDGE THAT SUCH ARTIFICIAL INTELLIGENCE SYSTEMS ARE A RAPIDLY EVOLVING FIELD AND THAT, BECAUSE OF THEIR PROBABILISTIC NATURE, SUCH FEATURES MAY PROVIDE INACCURATE, INCOMPLETE OR UNINTENDED OUTPUTS (INCLUDING SO-CALLED HALLUCINATIONS). NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ARE MADE BY CIRCLE WITH RESPECT TO THE OUTPUTS OF ANY SUCH AI FEATURES, AND YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING AND DETERMINING THE APPROPRIATENESS AND ACCURACY OF ANY SUCH OUTPUT BEFORE RELYING ON OR ACTING ON IT.
3. THE ARC PORTAL OR ANY OFFERINGS MAY USE, INCORPORATE, OR LINK TO CERTAIN SOFTWARE, PROTOCOLS, OR SMART CONTRACTS MADE AVAILABLE UNDER AN OPEN-SOURCE OR FREE LICENSE (“OPEN-SOURCE SOFTWARE”). YOUR USE OF ANY OPEN-SOURCE SOFTWARE IN CONNECTION WITH THE ARC PORTAL OR ANY OFFERING IS AT YOUR OWN RISK. CIRCLE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY OPEN-SOURCE SOFTWARE AND SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR OTHER HARM ARISING FROM OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, ANY OPEN-SOURCE SOFTWARE, INCLUDING ANY VULNERABILITIES, BUGS, EXPLOITS, OR OTHER ISSUES INHERENT IN SUCH SOFTWARE. NOTHING IN THESE TERMS LIMITS YOUR RIGHTS UNDER, OR GRANTS YOU RIGHTS THAT SUPERSEDE, THE TERMS AND CONDITIONS OF ANY APPLICABLE OPEN-SOURCE LICENSE.
4. THE ARC PORTAL OR ANY OFFERINGS MAY NOT BE COMPATIBLE WITH ALL DIGITAL ASSETS, BLOCKCHAINS, WALLET TYPES, PROTOCOLS, OR TRANSACTION TYPES. WHETHER A PARTICULAR DIGITAL ASSET, BLOCKCHAIN, OR OTHER FEATURE IS COMPATIBLE WITH THE ARC PORTAL OR ANY OFFERING MAY CHANGE AT ANY TIME IN CIRCLE’S SOLE DISCRETION, WITH OR WITHOUT NOTICE. CIRCLE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE COMPATIBILITY OF THE ARC PORTAL OR ANY OFFERING WITH ANY PARTICULAR DIGITAL ASSET, BLOCKCHAIN, WALLET, OR THIRD-PARTY SERVICE, AND SHALL NOT BE LIABLE FOR ANY LOSSES ARISING FROM COMPATIBILITY CHANGES OR LIMITATIONS.

Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRCLE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE ARC PORTAL OR OFFERINGS. IN ALL CASES, CIRCLE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. UNDER NO CIRCUMSTANCES WILL CIRCLE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE ARC PORTAL OR OFFERING, OR THE INFORMATION CONTAINED THEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CIRCLE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE ARC PORTAL OR ANY OFFERING; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE ARC PORTAL OR OFFERING; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE ARC PORTAL OR OFFERING; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE ARC PORTAL OR OFFERING BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE ARC PORTAL OR OFFERING. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF CIRCLE IS LIMITED TO $250. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Indemnity

You will indemnify, defend, and hold us (and our employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms, including any violation of our terms or policies; (b) your wrongdoing, misuse, or other wrongful or improper use of the Arc Portal or any Offering; (c) your violation of any third-party right, including any right of privacy, publicity rights or intellectual property rights; (d) your violation of any legal requirement of the United States or any other country; (e) any other party’s access and/or use of the Arc Portal with your unique name, password, private key or other appropriate security code; or (f) your willful misconduct, gross negligence or fraud.

Assignment

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

Modification of Terms

Circle may amend these Terms at any time by posting the revised version on a Circle website, through the Arc Portal, or by other electronic communication. Your continued access to or use of the Arc Portal after the revised version becomes effective constitutes your acceptance of the revised version. If you do not agree to be bound by the updated Terms, then you may not access or use the Arc Portal.

Conflicts

Except as otherwise expressly stated in these Terms, these Terms govern your access to and use of the Arc Portal and will control over any Additional Terms; provided that: (a) to the extent of a conflict between these Terms and any terms applicable to a Circle Product, the Circle Product terms will control solely with respect to the subject matter of that conflict; and (b) to the extent of a conflict between these Terms and the Circle Guarded Vaults Terms with respect to your access to or use of any Available Vault for which Circle has been designated as a Sentinel or Guardian (each as defined in the Circle Guarded Vaults Terms), the Circle Guarded Vaults Terms will control solely with respect to that access or use. For the avoidance of doubt, with the exception of the Circle Guarded Vaults Terms, any Additional Terms applicable to Third-Party Apps do not amend, supersede, or override these Terms.

Other Provisions
1. These Terms and any applicable Additional Terms or policies expressly incorporated herein constitute the complete statement of the agreement between you and Circle regarding the Arc Portal and supersede all prior oral and written discussions.
2. If any provision of the Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of the Terms will remain in full force and effect.
3. No waiver by Circle of any term of these Terms will be deemed a further or continuing waiver of that term or any other term.
4. The section headings in these Terms are for convenience only and do not affect the interpretation of these Terms.

Survival

The provisions of these Terms that by their nature should survive termination or suspension will survive, including Section 9 (Third-Party Disputes and Release), Section 14 (Fees and Payment), Section 15 (Assumption of Risks), Section 20 (Arbitration Agreement), Section 21 (Governing Law), Section 22 (Intellectual Property), Section 24 (No Warranties), Section 25 (Limitations of Liability), Section 26 (Indemnity), Section 27 (Assignment), and Section 30 (Other Provisions).