By accessing or using this website (the “Site”) of Circle International Bermuda Limited and its affiliates (collectively, “CIBL”), you hereby accept and agree to comply with these Terms and Conditions (“Terms”). You acknowledge your understanding that these Terms constitute a binding agreement between you and CIBL (sometimes referred to as “we” or “us”) that governs your access and use of the Site, which includes any images, text, illustrations, designs, icons, photographs, programs, music clips, downloads, systems and methods of trading, video clips, graphics, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content (together, “Content”), including but not limited to the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Site.

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PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS IN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS STATED HEREIN, DO NOT USE THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

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YOUR COMPLIANCE WITH THESE TERMS AND ALL OTHER RULES, PROCEDURES, POLICIES, TERMS THAT GOVERN ALL OR ANY PORTION OF THE SITE IS A CONDITION TO YOUR RIGHT TO ACCESS THE SITE. YOUR BREACH OF ANY PROVISION OF THESE TERMS OF USE OR OTHER RULES, PROCEDURES, POLICIES, TERMS THAT GOVERN ALL OR ANY PORTION OF THE SITE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SITE AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE SITE AFTER SUCH BREACH.

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Limited Right to Use

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CIBL grants you a limited right to use the Site. Your right to use the Site is subject to your agreement to abide by these Terms in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason CIBL may revoke your right to use all or any portion of the Site.

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Updates to the Site

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CIBL reserves the right to make changes to the Site and these Terms at any time without prior notice to you. For this reason, each time you use the Site, you should visit and review the then-current Terms that apply to your use of the Site.

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Site Security

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You may not violate or attempt to violate the security of the Site. Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site, whether or not through the use of agents, are prohibited and constitute a breach of these Terms.

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You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, any password and login functionality used to authenticate users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (e) sending unsolicited email, including promotions and/or advertising of products or services; (f) forging any TCP/IP packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available on the Site and other than generally available third party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software; (i) removing any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or (j) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Site.

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Any violations of system or network security, including attempts to intentionally access a computer without authorization or exceed your authorized access level, may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). CIBL may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the Site if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.

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Ownership of Materials on Site

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You may download or copy Content only to the extent such download is expressly permitted in writing on the Site. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Site or any related software.
Anything transmitted to the Site by you becomes CIBL’s property and may be used by us for any lawful purpose. CIBL reserves all rights with respect to copyright and trademark ownership of all material on the Site, and will enforce such rights to the full extent of the law.

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Unless otherwise noted, all Content are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by CIBL or by third parties who have licensed their materials to CIBL and are protected by U.S. and international copyright laws. The compilation of all Content on the Site is the exclusive property of CIBL and is also protected by U.S. and international copyright laws.

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Cookies

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We may collect certain aggregate and non-personal information when you visit the Site. We may collect this information through “cookie” technology. Cookies are bits of text that can be placed on your computer’s hard drive when you visit certain websites. Cookies may enhance your online experience by saving your preferences while you are visiting a particular site. The “help” portion of the toolbar on most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. Remember, though, without cookies, you may not be able to take full advantage of all of the Site features.

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No Offers or Reliance

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The information on this Site is provided for informational purposes only. No Content or other material on the Site shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services. Offers can only be made where lawful under, and in compliance with, applicable law.

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CIBL makes no representations that transactions, products or services discussed on the Site are available or appropriate for sale or use in all jurisdictions or by all investors. Those who access the Site do so at their own initiative and are responsible for compliance with local laws or regulations.

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While CIBL uses reasonable efforts to obtain information from reliable sources, CIBL makes no representations or warranties as to the accuracy, reliability or completeness of any information or document at the Site obtained outside of CIBL. Certain information on the Site may contain forward-looking statements, which reflect our views with respect to, among other things, our operations and financial performance. Such forward-looking statements are subject to various risks and uncertainties and speak only as of the date on which they are made. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from this indicated in these statements. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “anticipate,” “optimistic,” “intend,” “plan,” “estimate,” “aim,” “will” or the negative version of these words or similar expressions. CIBL undertakes no obligation to update publicly or revise any information on the Site, whether as a result of new information, future developments or otherwise. Opinions and any other Content at the Site are subject to change without notice.

CIBL is not utilizing the Site to provide investment or other advice, and no information or material at the Site is to be deemed a recommendation to buy or sell any securities or is to be relied upon for the purpose of making or communicating investment or other decisions. In addition, no information, Content or other materials contained on the Site should be construed or relied upon as investment, legal, accounting, tax or other professional advice or in connection with any offer or sale of securities. Any transactions listed on the Site are included as representative transactions and are not necessarily reflective of overall performance.

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CIBL does not advise on the tax consequences of any investment.

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Past Performance

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Past performance is not indicative of future results; no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

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No Warranty; Limitation on Liability

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BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE SITE AND RELATED SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. NEITHER CIBL NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, “ASSOCIATES”) WARRANT THAT USE OF THE SITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER CIBL NOR ITS ASSOCIATES WARRANT THE ACCURACY, INTEGRITY, COMPLETENESS, AVAILABILITY OR TIMELINESS OF THE CONTENT PROVIDED IN THE SITE OR THE MATERIALS OR SERVICES OFFERED IN THE SITE NOW OR IN THE FUTURE. CIBL AND ITS ASSOCIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE SITE, INFORMATION ON THE SITE OR THE RESULTS OBTAINED FROM USE OF THE SITE OR RELATED SERVICES.
UNDER NO CIRCUMSTANCES WILL CIBL OR ITS ASSOCIATES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE SITE, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF CIBL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

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Any Content downloaded or otherwise obtained through the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of CIBL has been advised of or should have knowledge of the possibility of such damages.

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Assumption of Risk

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YOU ACCEPT AND ACKNOWLEDGE THAT CIBL WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS, OR DELAYS YOU MAY EXPERIENCE WHEN USING ANY DECENTRALIZED NETWORK, HOWEVER CAUSED. UPGRADES TO ANY SUCH DECENTRALIZED NETWORK, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON SUCH DECENTRALIZED NETWORK, MAY HAVE UNINTENDED, ADVERSE EFFECTS ON ALL BLOCKCHAINS USING SUCH DECENTRALIZED NETWORK.

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CIBL SHALL NOT BE RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF ANY DECENTRALIZED NETWORK, INCLUDING, BUT NOT LIMITED TO, LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE DECENTRALIZED NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT. 

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CIBL WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF ANY DECENTRALIZED NETWORK, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; OR (III) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST ANY DECENTRALIZED NETWORK.

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Warning Regarding Web Fraud and Phishing

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Our name, brands and reputation may be misused by imposters and frauds publishing fake websites and engaging in “phishing” scams seeking personal or confidential information.
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When communicating with CIBL through digital media, please:

1. Confirm you are visiting a CIBL authorized web site.
2. Do not share your password and login ID with anyone, including anyone from CIBL. Certain CIBL web sites are private, available only to clients through secure log-in procedures. Apart from allowing you to use your password and log-in to enter an authorized web site, CIBL will never ask you for your password or log in information. (If you forget your password or login, we will issue you new ones.)  
3. Do not send e-mails to anyone with an address other than authorized CIBL e-mail addresses. CIBL only uses “@circle.com” for e-mail addresses. CIBL does not permit our employees and authorized representatives to send or receive work related e-mails from personal accounts or any other address.
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If you have any questions about the above, please contact CIBL using our Contact Us page.

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Termination of Use

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These Terms are effective unless and until terminated by either you or CIBL. You may terminate these Terms at any time, provided that you discontinue any further use of the Site. We also may terminate these Terms, in our sole discretion, at any time and may do so immediately without notice, and accordingly deny you access to the Site. Upon any termination of these Terms by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from the Site, as well as all copies of such materials, whether made under these Terms or otherwise.

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Indemnification

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As a condition of your use of the Site, you agree to indemnify and hold harmless CIBL, its members, directors, officers, employees, attorneys, agents, representatives, suppliers, licensors, and contractors (collectively, “Indemnified Parties”) from  and its Associates harmless from and against any and all claims, losses, liability, costs and expenses (including, but not limited, to attorney’s fees), from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost, or expense (collectively, “Losses”), including but not limited to reasonable attorneys’ fees, arising out of or in connection with these Terms, and your use of the Site, the services accessible through the Site, and/or any third-party services. In the event you are obligated to indemnify any Indemnified Party, CIBL (or in its sole discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any legal proceeding or action. 

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Information You Provide to Us

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You may be required to provide any supporting information, including but not limited to, a national identification card, license, address, phone number, passport, and business registration certificates (if applicable) (collectively, referred to as “Supporting Documents”) and/or to go through any form of identify authentication, verification, or due diligence processes as CIBL deems appropriate. 

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Representations and Warranties

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You represent and warrant that: (i) you are capable of forming a binding agreement with CIBL; (ii) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms; (iii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms; (iv) you are not a US person as defined in 17 CFR § 230.902(k) or a person in a jurisdiction where CIBL may not conduct business; (v) you are not subject of sanctions administered or enforced by any country or government or otherwise designated on any list of prohibited or restricted parties (including, but not limited to, the lists maintained by the United Nations Security Council, the U.S. Government, the European Union or its Member States, or other applicable government authority) or a citizen or organized or resident in a country or territory that is the subject of country-wide or territory-wide sanctions (including, without limitation, Cuba, Democratic People’s Republic of Korea, the Crimea, Donetsk, and Luhansk regions, Iran, or Syria); (vi) you are not barred from using the Site and/or the services available through the Site under the laws of the jurisdiction where you reside; (vii) you will provide accurate, true, and complete information to CIBL, as requested, in connection with your access and use of the Site and the services accessible through the Site and will promptly notify CIBL of any changes to such information; (viii) you acknowledge and agree that (x) you have contacted CIBL in your sole initiative, (y) neither CIBL nor its affiliates, and their respective officers, directors, employees, or other agents, have engaged in any form of solicitation, advertisement, or other form of marketing in connection with any service or product offered by CIBL or its affiliates.

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Third-Party Services

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We may share identifying information and documentation with certain vendors or third-party providers, such as technology, identity verification, and screening services providers (the “Third-Party Service Providers”). You agree that your access and use of the services offered by Third-Party Service Providers is governed solely by the terms and conditions of such Third-Party Service Providers, and we are not responsible or liable for, and make no representations as to any aspect of, such services, including, without limitation, their content or the manner in which they handle, protect, manage, or process data or any interaction between you and the applicable Third-Party Service Provider. You irrevocably waive any claim against us with respect to such Third-Party Service Provider. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access, or use of any such Third-Party Service Provider, or your reliance on the privacy practices, data security processes, or other policies of such Third-Party Service Provider.

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Effect on Other Agreements

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Nothing contained in these Terms is intended to modify or amend any other written agreement you may have with CIBL (including without limitation any customer agreement, participation agreement or account agreement) (collectively, “Other Agreements”), if any, that may currently be in effect. In the event of any inconsistency between these Terms and any Other Agreement, the Other Agreement will govern. Some pages within the Site contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms. In the event of a conflict, such supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.

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Governing Law

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These Terms shall be governed by the laws of Bermuda, as applicable (except for conflict of law provisions). Any claim related to any dispute arising as a result of the Site or under these Terms will be made exclusively before a court of competent jurisdiction located in Bermuda. If any provision of these Terms is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable. The failure of CIBL to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit CIBL’s rights with respect to such breach or any subsequent breaches.

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Arbitration

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By using the Site, you agree that Hashnote, at its sole discretion, may require you to submit any disputes arising from the use of the Site, related services or these Terms and Conditions of Use concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section.

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