Agent Platform Terms of Use

1. The Agent Platform

The "Agent Platform" means our suite of tools, products, and infrastructure for building, deploying, operating, and transacting with AI Agents, including the Agent Wallet, CLI, Agent Service Registry, APIs, dashboards, and related documentation.

1. The "Agent 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. "CLI" means the command-line and other programmatic interface tools we make available to enable you, your software, or your AI Agents to access and use the Agent Platform, and any Circle products or features we make available to you from time to time. The CLI allows you to (i) create an Agent Wallet using Circle's infrastructure, or (ii) import and connect an existing wallet for use with the CLI ("External Wallet"). If you import or connect an External Wallet, the associated private keys, seed phrases, or other signing credentials are not generated, stored, or managed by Circle and remain your sole responsibility or the responsibility of your third-party wallet provider. You are solely responsible for all transactions initiated through the CLI using your credentials, whether initiated by you directly or by any automated system, AI Agent, or third-party software acting with your credentials or under your instructions.
3. The "Agent Service Registry" means the directory and discovery interface for you and your AI Agents to discover, access, and use available third-party Agent Services and Endpoints (defined below).

2. Eligibility

By accessing the Agent Platform, you represent and warrant that:

1. You are at least 18 years old and the age of majority in your country of residence to use the Agent Platform and capable of forming a binding legal relationship with Circle.
2. You must have the requisite capacity, power, and authority to accept these Terms and to carry out and perform your obligations under these Terms.
3. If you are using the Agent Platform on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
4. You are not a Sanctions Target.
5. You will not use the Agent Wallet to benefit or support any Restricted Territories or Sanctions Targets. You will ensure that your Agent Wallet cannot be used or accessed by any person or entity in a Restricted Territory or any Sanctions Target.
6. You will not delegate access to or use of your AI Agent or credentials to any third party or permit any third party to access, use, operate, or control your AI Agent, Agent Wallet, credentials, authenticated sessions, or connected authentication channels unless such third party has completed any identity verification, sanctions screening, or other compliance checks required by Circle.
7. Use by AI Agents and Automated Systems. You acknowledge and agree that any access to or use of the Agent Platform by an AI Agent or other automated system acting on your behalf constitutes access to and use of the Agent Platform by you. All representations, warranties, and obligations made by you under these Terms apply equally to any such access or use. Any acceptance of these Terms, or any action taken on the Agent Platform, by an AI Agent or Automated System acting on your behalf shall be deemed your acceptance of and agreement to be bound by these Terms, and shall have the same legal effect as if performed directly by you.

For the purposes of this section 2, "Restricted Territory" means a region, territory or country subject to Sanctions; "Sanctions" means any legal requirement imposing sanctions, restrictions, or prohibitions on financial transactions or other business dealings that is administered or enforced by the U.S. government (including the U.S. Department of Treasury's Office of Foreign Assets Control, 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 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, including as a result of being owned or controlled by any person or persons described in the foregoing subsection (A) or (B).

3. Prohibited Activity

You agree to use the Agent Platform for its intended purpose and will not engage in, or attempt to engage in:

• hacking, gaining unauthorized access or introducing any kind of malicious code to it;
• reverse engineer or decompile (whether whole or in part) any software available through it;
• making copies, modify, reproduce, transmit, alter or distribute all or any part of the Frontend or any material information contained in it;
• money laundering, terrorist financing, sanctions evasion, or any other financial crime;
• using the Agent Platform to encourage, facilitate, or promote illegal activity or for any purpose that is unlawful;
• using it in any manner that disrupts its operation;
• to circumvent or attempt to circumvent any geographic, compliance, or access restrictions implemented by Circle;
• to transmit, store, or interact with malicious code, tokens, smart contracts, or digital assets designed to defraud, harm, or steal digital assets from other users;
• to use the Agent Platform in any manner that impacts (i) the stability of the hardware running the Agent Platform, (ii) the operation or performance of the Agent Platform or other user's experience or use of the Agent Platform, or (iii) the behavior of other applications that use the Agent Platform;
• to interfere with, disrupt, or disobey the requirements or policies of the Agent Platform, or servers and networks connected to the Agent Platform, including any usage or rate limits;
• to authorize or cause any third-party software, or third-party or user-controlled AI System to access the Agent Platform using your credentials without implementing adequate controls to prevent unauthorized or unintended transactions;

4. MPC Key Management

4.1 Agent Wallet is built on top of Circle's User Controlled Wallets. 2-of-2 MPC is used for key management under which transaction signing requires two "Key Shares." Key Shares are not exposed to your Agent and Key Shares can only be invoked for signing with the user's secret credential. Users retain control of their wallets and Circle cannot unilaterally move funds without the user's involvement.

Circle cannot 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 Agent Wallet.

4.2 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 and/or CLI such as user secret credentials, private keys, API keys and/or other credentials;
• all transactions and activities that occur through your Agent Wallet, External Wallet or CLI, whether or not authorized by you;
• implementing and maintaining appropriate spending controls, and access restrictions on any automated system you authorize to interact with the Agent Platform 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 Agent Platform with your credentials; and
• monitoring your Agent Wallet or External Wallet activity for unauthorized or unintended programmatic transactions and addressing any potential issues immediately.

4.3 You acknowledge that if any AI Agent or Automated System authorized by you to access or use the Agent Platform is compromised, including through malware, prompt injection, unauthorized code execution, or other security vulnerabilities, locally stored credentials, session tokens, API keys, or other authentication artifacts may be exposed, exfiltrated, or misused by unauthorized parties. Such compromise may enable unauthorized access to your Agent Wallet, External Wallet, or CLI and the initiation of irreversible transactions. You are solely responsible for the security, configuration, monitoring, and ongoing integrity of any AI Agent or Automated System you authorize to interact with the Agent Platform, and for implementing appropriate safeguards to prevent unauthorized access or misuse.

5. Use of the CLI

By using the CLI, you acknowledge and agree that:

• Where the CLI is configured to respond automatically to payment requests issued by third-party protocols or services ("Automated Systems"), all resulting transactions will be executed programmatically based on your prior instructions. Such transactions may execute immediately and irreversibly upon satisfying applicable protocol conditions, without any secondary confirmation prompt. You must configure your Automated Systems to handle failures, rejected requests, and partial responses safely. You are solely responsible for ensuring that the Automated Systems and any AI Agent you operate or authorize is correctly configured before enabling it to interact with the Agent Platform. Circle does not control your Automated Systems and is not liable for losses arising from your Automated Systems.
• If you authorize or cause any AI Agent to access the CLI using your credentials, you assume full responsibility for all actions taken by such systems as if you had taken those actions directly. Circle does not distinguish between human-initiated and agent-initiated transactions.
• Circle has no ability to verify whether a request submitted through the CLI using valid credentials was authorized by you or resulted from unauthorized access, misconfiguration, or user error. You are solely responsible for securing your credentials and for all activity occurring through CLI using your Agent Wallet or External Wallet. Transactions broadcast to a blockchain network are irreversible once confirmed.
• Any spending limits, rate limits, or access controls made available through the CLI are provided are not guaranteed to prevent all unintended transactions in all circumstances, including due to network conditions, race conditions, or software errors. You are solely responsible for implementing independent controls and monitoring on your own systems. Circle does not control your Automated Systems and is not liable for losses arising from your Automated Systems.
• Circle may, in its sole discretion and without any prior notice to you, modify or update the CLI, and/or implement rate limits, safety checks, transaction caps, geographic restrictions, or temporary holds. Circle may reject, delay, or suspend CLI requests where it determines such actions are appropriate. Such modifications or controls may affect Automated Systems and Circle is not responsible for resulting interruptions, partial execution, inconsistent outcomes, financial losses, or damages.
• You acknowledge that use of command-line software inherently involves the execution of user-provided commands, piping of output to other programs, modification of local files, handling of environment variables, and interaction with third-party software and services. Circle is not responsible for the effects of commands you run, how you use CLI, or how other software on your device interprets or uses CLI or its output.
• You are responsible for reviewing commands before execution, protecting sensitive information displayed in terminal output, and ensuring that your use of CLI does not expose private keys, credentials, wallet addresses, configuration files, or other confidential data. Circle does not access or recover data stored locally on your device and cannot reverse local system changes.
• Circle is not liable for damage to hardware, software, data, accounts, or external systems arising from local execution, misconfiguration, incompatible dependencies, malicious package, clipboard interception, shell history retention, remote access tools, or other characteristics of your computing environment.
• You acknowledge that certain transactions initiated through Automated Systems or third-party protocols may not have a determinable amount at the time of authorization. In such cases, any configured spending limits may not be enforceable, and the Agent Platform may instead provide notification (including by email) after such transactions are initiated or executed. You remain solely responsible for all such transactions.

6. Third-Party Links

The Agent Platform and related documentation may display links or references to third-party websites. You acknowledge and agree that Circle is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party website. Links to other websites are provided solely as a convenience to you.

7. Third-Party Services

Third-Party service providers ("Third-Party Providers") may provide access to various services, products, software, content, or other functionality to you and your AI Agent via the Agent Platform ("Third-Party Services"). The Third-Party Providers operate independently under their own terms of service, acceptable use policies, pricing structures, privacy policies, and data handling practice, to which you will be independently bound. You are responsible for reviewing and complying with all applicable third-party terms. Any personal data, usage data, or transaction data transmitted to a Third-Party Provider is subject to that provider's own privacy policy and data handling practices, which Circle does not control. Third-Party Providers may also impose geographic restrictions, identity verification requirements, transaction limits, and additional fees that are not set or controlled by Circle.

Circle is not responsible for transaction failures, delays, denials, chargebacks, fees, or disputes with any Third-Party Provider, and you must contact the applicable Third-Party Provider directly for payment support, refunds, or inquiries.

Circle does not endorse, maintain, or audit any Third-Party Service. Use of any such Third-Party Service involves risks, and you are solely responsible for conducting your own diligence and reviewing the applicable terms and conditions before using such service.

7.1 Funding Services

The Agent Platform may provide access to Third-Party Services that enable you to fund your Agent Wallet with USDC using fiat currency ("Funding Services"). These Funding Services are provided by independent Third-Party Providers, not by Circle. By using the Funding Services, you acknowledge and agree that:

• use of the Funding Services are entirely optional and you or your AI Agent must opt-in to use the Funding Service;
• all purchases of USDC using fiat currency are transactions between you and the applicable Third-Party Provider, not between you and Circle;
• Circle does not handle, process, or store your payment information (including credit card numbers, bank account details, or other financial credentials).

7.2 Third-Party Gateway Deposit Services

The Agent Platform may provide access to third-party Circle Gateway deposit service ("Third-Party Gateway Deposit Services"). "Third-Party Gateway Deposit Service" means any service, endpoint, API, tool, smart contract flow, or other functionality made available by an independent third party to facilitate faster deposits into Circle Gateway, including by receiving user funds, relying on third parties to execute the underlying transactions and provide any required proofs, and then depositing the funds into Circle Gateway. These Gateway Deposit Services are provided by third-party Gateway Deposit Service providers ("Gateway Deposit Provider"), not by Circle. By using any Third-Party Gateway Deposit Service, you acknowledge and agree that:

• use of any Third-Party Gateway Deposit Services is entirely optional and you or your AI Agent must opt-in to use the applicable Third-Party Gateway Deposit Service by calling the Gateway Deposit Provider's API;
• you are transferring your funds to a third-party protocol, smart contract, or other third-party infrastructure that Circle does not control ("Third-Party Protocol") and all such transactions are between you and the applicable Gateway Deposit Provider, not between you and Circle;
• use of a Third-Party Gateway Deposit Service may rely on third parties to execute the underlying transactions and provide the proofs necessary to complete the deposits, and failures, delays, or errors by any such third parties may impair or prevent completion of the deposit;
• If the relevant third party goes offline, or otherwise fails to complete the underlying transactions or provide the necessary proofs, any funds transferred to the Gateway Deposit Provider may remain locked in the Third-Party Protocol. Circle cannot pause, block, monitor, or recover funds from the Third-Party Protocol during this process;
• Circle does not operate, control, endorse, maintain, or audit any Third-Party Gateway Deposit Service and is not responsible for its security, functionality, availability, legality, or performance.

For the purposes of this section 7.2, "Circle Gateway" means the Circle product offered by Circle Technology Services, LLC that enables users to deposit USDC into a non-custodial smart contract to create a unified balance that may be accessed across supported blockchains, and is subject to the Circle Developer Terms of Service.

8. Agent Service Registry

8.1 The Agent Service Registry may allow you to:

1. discover and access certain third-party Agent Services. Agent Services means the third-party services made available through endpoints, APIs, tools, or other capabilities ("Endpoint") by the applicable third parties ("Service Provider") that is listed in the Agent Service Registry; and
2. apply to list your Endpoint in the Agent Service Registry. Application to list an Endpoint in the Agent Service Registry does not guarantee that Circle will approve or list such Endpoint or any related Agent Service on the Agent Service Registry. Circle may suspend, remove, or decline to list any Endpoint or Agent Service at any time in its sole discretion. By submitting an application to list an Endpoint or Agent Service, you represent and warrant that: (i) you have all rights, licenses, permissions, and authority necessary to offer and list such Endpoint or Agent Service; (ii) the listing, availability, and use of such Endpoint or Agent Service do not and will not infringe, misappropriate, or otherwise violate any third-party rights, including intellectual property, privacy, or proprietary rights; (iii) such Endpoint and Agent Services are not harmful, fraudulent, deceptive, misleading, illegal, or otherwise prohibited by applicable law; and (iv) the listing, access, or use of such Endpoint or Agent Service will not cause Circle, any AI agent, or any Responsible User to violate applicable law.

8.2 You may access a chosen Agent Service by copying the applicable Endpoint URL for use with your AI Agent in the CLI or by using the Agent Service Registry to generate a suggested prompt ("Agent Prompt") for use with your AI Agent in the CLI. Any Agent Prompt or Endpoint generated or discovered through the Agent Service Registry 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, your AI Agents based on such content. Circle does not warrant that any Agent Prompt or Endpoint is accurate, complete, or fit for your intended use.

8.3 When you access an Agent Service you are subject to the terms and conditions of the Agent Service available on its website ("Third-Party Terms"). Agent Services are not under the control of Circle or any of its affiliates. Circle does not endorse, maintain, or audit any Agent Service's security or functionality and is not responsible for any Agent Service. You are solely responsible for understanding how the applicable provider processes any personal data, usage data, transaction data, prompts, instructions, or other content transmitted by you or your AI Agents. Circle may provide links to and descriptions of the Agent Services including prices ("Agent Data"), but only for informational purposes and does not review, approve, monitor, endorse, warrant, or make any representations with respect to the Agent Data. You should review all applicable Third-Party Terms before proceeding with any transaction with the provider of an Agent Service or relying on Agent Data. Additionally, if a Service Provider alleges that your use of its service (through the CLI or otherwise) violates its terms of service, applicable law, or third-party rights, you agree to indemnify and hold Circle harmless from any resulting claims in accordance with these Terms.

8.4 All pricing, fee estimates, and exchange rates are provided on an "as-is" basis at the time of the applicable request and may be subject to change due to network latency, market movement, liquidity changes, or other factors beyond Circle's control. You are solely responsible for configuring your Automated Systems and payment authorizations, and Circle is not liable for any losses arising from any programmatic transactions. Any fees, charges, or other amounts payable in connection with such Agent Services are owed and paid directly to the applicable Service Provider and not to Circle. The Service Provider is responsible for the fulfillment of Agent Service and resolving any disputes or service failures in connection therewith.

AGENT SERVICES AND ANY RELATED OUTPUTS, PROMPTS, RESPONSES, INSTRUCTIONS, DATA, OR OTHER CONTENT MAY CONTAIN ERRORS, MALICIOUS CODE, DECEPTIVE CONTENT, OR PROMPT INJECTION ATTEMPTS DESIGNED TO INFLUENCE, MANIPULATE, OR OVERRIDE THE BEHAVIOR OF YOUR AI AGENT OR OTHER SYSTEMS. CIRCLE DOES NOT CONTROL OR MONITOR THE CONTENT RETURNED BY AGENT SERVICES AND IS NOT RESPONSIBLE FOR ANY SUCH CONTENT OR FOR ANY ACTIONS TAKEN BY YOU OR YOUR AI AGENT IN RESPONSE TO SUCH CONTENT.

8.5 No Verification of AI Agents. You acknowledge and agree that Circle does not verify, screen, monitor, or make any representations or warranties regarding the identity, legitimacy, safety, security, reliability, or performance of any AI Agent, including any AI Agent developed by you, other users, or third parties, or any AI Agent that interacts with the Agent Platform. Any AI Agent may operate unpredictably, may be controlled by unknown or unauthorized parties, and may expose you to security, financial, or other risks. You are solely responsible for evaluating, selecting, configuring, and monitoring any AI Agent you use or permit to interact with the Agent Platform, and for all actions taken by such AI Agents.

9. Assumption of Risk

You acknowledge and agree that the use of blockchain-based digital assets, AI Agents and Automated Systems involves significant risks. By using the Agent Platform, you expressly assume all risks associated with digital assets and blockchain technology, AI Agents and Automated Systems, including but not limited to:

• automated and programmatic transaction flows may execute transactions at high speed and volume without per-transaction human confirmation, creating the risk of significant and rapid loss of digital assets due to misconfiguration, software error, compromised credentials, or unintended automation behavior, all of which are beyond Circle's control and for which Circle bears no responsibility.
• Digital asset transactions are irreversible. If you or your AI Agent enters an incorrect, incomplete, or incompatible recipient address, your digital assets will be permanently lost. You are solely responsible for verifying all transaction details and instructions before submitting or authorizing any transaction through the Agent Platform, including the recipient address and the blockchain network. Circle has no ability to reverse, cancel, or retrieve assets associated with a transaction submitted by you or your AI Agent through the Agent Platform, including transactions sent to an incorrect address.
• Circle, the underlying blockchain networks, protocols or related smart contracts may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Agent Platform. You understand that the Agent Platform may experience operational issues that lead to delays. You agree to accept the risk of any issues resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Circle accountable for any related losses.
• 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, protocols or smart contracts. 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 Platform and Circle shall bear no responsibility for any losses that result from such issues.
• Regulatory actions could negatively impact the Agent Platform in various ways.
• A private key, Key Share, or a combination of private keys or Key Shares, is necessary to control and dispose of digital assets stored in digital wallets. Accordingly, loss of requisite private key(s) and/or Key Shares associated with these digital 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.
• Circle may, in its sole discretion, add, modify, suspend, or discontinue support for the Agent Platform, 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.
• 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 your Agent Wallet or External Wallet or initiate any transactions from your Agent Wallet or External Wallet.

10. Network Fees

Blockchain transactions require the payment of network fees (commonly referred to as "gas fees") that are paid to blockchain network validators or miners. Network fees are determined by blockchain network conditions and may fluctuate significantly based on network congestion. Network fees are non-refundable, even if the underlying transaction fails, is reverted, or does not achieve the intended result.

11. Privacy and Communications

Your use of the Agent Platform is subject to the Privacy Policy, as updated from time to time, and any feature-specific privacy disclosures presented on the Agent Platform.

You acknowledge that Circle may collect, use and share information you provide via the Agent Platform, information relating to your use of the Agent Platform, including your account activity, device or browser interactions, and related compliance or security signals to the extent necessary to operate and improve the Agent Platform, fulfill its obligations under these Terms and to comply with applicable law, in each case, in accordance with the Privacy Policy. You are responsible for all information, including personal data, confidential information, and other content that you or your AI Agents submit, transmit, or share through the Agent Platform, including with Third-Party Providers or Agent Services.

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.

By entering into these Terms, you consent to receive electronic communications from Circle in connection with the Agent Platform, including by email.

12. 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 Agent Platform 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.

13. 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. Submission of instructions through Automated Systems does not create any advisory, fiduciary, brokerage, or agency relationship beyond execution of user-initiated requests.

Circle does not undertake to: (i) act on your behalf or in your best interests, (ii) monitor the intent, logic, frequency, or correctness of instructions submitted through the CLI, or (iii) supervise your AI Agents, Automated Systems, or any third-party services on your behalf, and has no obligation to detect errors, unintended transactions, repeated submissions, or abnormal behavior caused by your Automated Systems.

14. Dispute Resolution; Binding Individual Arbitration

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

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

Pre-Filing Requirement to Attempt to Resolve Disputes

Before an arbitration is commenced, you or Circle agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice ("Notice"). Any Notice to Circle should be sent by email to [email protected] or by mail to Circle Technology Services, LLC, Attn: Arbitration Provision, One World Trade Center, 87th floor, NY, NY 10007, USA. Any Notice sent to you will be sent to the address on file for your account. The Notice must: (i) include your name, email address and wallet address; (ii) provide detailed information sufficient to evaluate the merits of the claiming party's individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that state or federal courts in New York, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

Scope of Arbitration

If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the "Arbitrator") administered by JAMS Mediation, Arbitration, ADR services ("JAMS") in accordance with The Comprehensive Arbitration Rules and Procedures of JAMS (available from JAMS on its website at www.jams.com). You and Circle will have the right to file early or summary dispositive motions and to request that the relevant expedited procedures apply regardless of the claim amount. An arbitration will be conducted by a single, neutral arbitrator and shall take place in New York, New York, USA unless otherwise mutually agreed by the parties. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Small Claims Court

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

Arbitration Procedures

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

Arbitration Fees

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

Opt Out

You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the "Opt Out") within thirty (30) days after we first provide you with the right to reject this provision. The Opt Out may be mailed to Circle Technology Services, LLC, Attn: Arbitration Provision, One World Trade Center, 87th floor, NY, NY 10007, USA. Alternatively, you may send an email with the subject line "Opt Out of Arbitration" to [email protected]. Any Opt Out notice must include your name, address, phone number, and the email address(es) and wallet address(es) you used to sign up and use the Agent Platform. You must send such a notice in order to opt out of this provision. Opting out will not affect any other aspect of the Terms or the Agent Platform, and will have no effect on any other or future agreements you may reach to arbitrate with us.

Court Proceedings

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

Limitation on Time to Initiate a Dispute

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

Governing Law

These Terms are governed by Delaware law without regard to its choice of law or conflicts of law principles and/or 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.

15. Intellectual Property

As between you and Circle, Circle owns all right, title, and interest in and to the Agent Platform, including its software, content, design, user interfaces, documentation, trademarks, logos, and other intellectual property rights, together with any derivative works or enhancements thereof.

Subject to your continued compliance with these Terms, Circle grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Agent Platform for its intended business purposes.

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 Agent Platform.

If you submit comments, suggestions, ideas, or other feedback regarding the Agent Platform or related services, you acknowledge and agree that Circle may use that feedback without restriction, attribution, compensation, or obligation to you.

16. Termination

Circle may, in its sole discretion, add, remove, suspend, limit, or modify access or support to any Agent Platform, Agent Service, Agent Data, or third-party service at any time for any reason, with or without notice. We may also terminate these Terms or suspend or terminate your use of the Agent Platform (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 Agent Platform 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 Agent Platform or for deletion of your information or account data. If your use of the Agent Platform 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 Agent Platform.

17. No Warranties

THE AGENT PLATFORM 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 AGENT PLATFORM: (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 AGENT PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE AGENT PLATFORM 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.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRCLE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING 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 AGENT PLATFORM. 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 AGENT PLATFORM, 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 AGENT PLATFORM; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE AGENT PLATFORM; (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 AGENT PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE AGENT PLATFORM 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 AGENT PLATFORM. 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.

19. 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 Agent Platform; (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 Agent Platform with your unique name, password, private key or other appropriate security code; or (f) your willful misconduct, gross negligence or fraud.

20. 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.

21. Modification of Terms

Circle may amend these Terms at any time by posting the revised version on a Circle website, through the Agent Platform, or by other electronic communication. Your continued access to or use of the Agent Platform 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 Agent Platform.

22. Other Provisions

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 Agent Platform.

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.

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.

The section headings in these Terms are for convenience only and do not affect the interpretation of these Terms.

23. Survival

The provisions of these Terms that by their nature should survive termination or suspension will survive, including Section 7 (Third-Party Services), Section 10 (Network Fees), Section 14 (Dispute Resolution; Binding Individual Arbitration), Section 15 (Intellectual Property), Section 17 (No Warranties), Section 18 (Limitation of Liability), Section 19 (Indemnity), Section 20 (Assignment), and Section 22 (Other Provisions).