Architects
March 25, 2026 · Last updated on March 31, 2026
Architects: Terms & Conditions
Guidelines for participating in the Arc Architects Program
Architects Program Terms & Conditions
Last updated: March 25 2026
These Architects Program Terms & Conditions (the “Terms”) apply to your access to, and use of, the websites, platform, software, technologies, features, Arc House (defined below) and other online services, or participation in live events (collectively, the “Arc Content Services”) provided or made available by Circle Technology Services LLC (the “Company”, “us”, “our”, or “we”) to you, as an individual participant (“you”, “your”, or “Architect”) in the Architects Program (the “Program”). The Program is offered and administered solely by Circle Technology Services, LLC. Nothing in these Terms shall be construed to create any partnership, joint venture, agency, employment, or other relationship between you and any affiliate or related entity of the Company, including Circle Internet Financial, LLC or Circle Internet Group, Inc.
By accessing or using Arc Content Services or by participating in the Program, you agree to these Terms, to our Community Guidelines, Privacy Policy, Cookie Policy, E-Sign Consent Policy, and any other agreements or terms as set forth by the Company, and you consent to the use of the information you provide to communicate with you about the Company or its affiliates or the Program. These Terms will become a binding agreement between you and the Company when you (a) indicate your acceptance in writing or electronically (including by email), or (b) access or use the Arc Content Services or otherwise participate in the Program after receiving notice of these Terms.
These Terms constitute a binding obligation between you and the Company. You are entering into these Terms solely in your individual capacity and not on behalf of any other person or entity. Participation in the Program is limited to individuals only and is limited to one account per individual. If you do not agree to these Terms, do not use the Arc Content Services or participate in the Program.
If you have any questions about these Terms, the Arc Content Services, or the Program, please contact us at [email protected].
YOUR PARTICIPATION IN THE PROGRAM IS ENTIRELY VOLUNTARY, BUT IF YOU ARE PARTICIPATING IN THE PROGRAM, YOU MUST STRICTLY ADHERE TO THE TERMS.
THESE TERMS ARE SUBJECT TO AN ARBITRATION PROVISION. PLEASE REVIEW YOUR RIGHTS IN THE “DISPUTE RESOLUTION” SECTION OF THESE TERMS. PLEASE READ THE ARBITRATION PROVISION CAREFULLY AS IT WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL AND TO BRING OR PARTICIPATE IN A CLASS ACTION. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THE ARBITRATION PROVISION.
- Program Overview
The Company seeks to foster and grow a global community of ambassadors who desire and are able to support and represent the Arc Network, a Layer-1 blockchain designed to unite programmable money and onchain innovation, by engaging in the Arc Network community, building projects, answering questions, creating content, and hosting events (“Architect Community”). The Architect Community is an independent community and is not an affiliate or subsidiary of the Company. From time to time, the Company will announce various contribution opportunities, for example, in the form of hackathons, workshops, onchain incentives, and live events. For information regarding the scope, criteria, rewards, selection process, and other details for each Program, please refer to the specific announcement detailing the particular Program in which you are participating, and any additional documentation you receive (the “Program Documents”).
2. Eligibility to Participate in the Program
By registering for an account on Arc House, an online community forum powered by Gradual, you acknowledge and agree that your participation in the Program is solely in your individual capacity and does not guarantee eligibility or participation in the Program. You may participate in the Program only if you meet the following requirements, and you represent and warrant that you:
- Are a natural person;
- Are 18 years or older and capable of forming a binding contract with the Company;
- Are not the subject of sanctions, or designated on any list of prohibited or restricted parties, or a citizen or organized or resident in a country or territory that is the subject of country-wide or territory-wide sanctions, or otherwise restrained by law from participating in the Program;
- Are not barred from participating under applicable law;
- Meet any other eligibility requirements set forth in the Program Documents; and
- Have read and accepted the Gradual Terms of Service and Gradual Privacy Policy.
Ongoing compliance with these Terms and the Program Documents is a continuing condition of your eligibility to participate in the Program. The Company may, at its sole discretion, introduce new or change existing eligibility criteria or change or modify the conditions or requirements of the Program and terminate any Architect’s participation at any time, as the Company deems appropriate. The Program may operate in certain phases (“Tiers”), and participation in any one Tier of Program does not imply or guarantee that you will be selected or approved for any other Tiers of Program.
3. No Employment or Agency Relationship
Participation in the Program is entirely voluntary. Unless the Company expressly agrees otherwise in a separate written agreement signed by the Company, your participation in the Program is unpaid and you will not receive wages, salary, employee benefits and/or compensation from the Company. You acknowledge and agree that you are not entitled to compensation for any time, effort, services, or contributions you make in connection with the Program, including any opportunity costs or expenses you incur, except as expressly agreed by the Company in writing.
Your participation in the Program is in your individual capacity and not on behalf of the Company. Accordingly, nothing herein shall be construed as establishing an employer/employee, consultancy, joint venture, or partnership relationship between you and the Company. Because you are not an employee of the Company, you are not eligible for any employee benefits, including health insurance, paid leave, retirement benefits, workers’ compensation, unemployment insurance, or any other benefits typically provided to employees, except as required by applicable law or expressly agreed by the Company in writing.
You shall not take any action binding on us or our affiliates except as authorized in writing by us in advance. You will not make statements or represent yourself as an employee, agent, representative or authorized spokesperson of the Company or its affiliates or mislead or deceive any third party with respect to your relationship with the Company or its affiliates. You shall not incur any liabilities or expenses on our behalf.
Any statements, content, or communications made or presented by an Architect in connection with the Program are made solely in the Architect’s individual capacity and not as an employee, agent, or representative of the Company.
4. Non-Discrimination and Equal Opportunity
The Company prohibits discrimination and harassment in connection with the Program on the basis of any status protected by applicable law. Program decisions - including Tier approvals, speaking opportunities, event invitations and other Benefits - may be based on Program criteria, compliance with these Terms, and Program needs and capacity, but will not be made based on race, religion, sex, sexual orientation, gender identity or expression, age, disability, veteran status, or any other status protected by applicable law. Nothing in this section limits the Company’s right to administer, modify, suspend, or terminate the Program or any aspect of it in its sole discretion, in accordance with these Terms.
5. Program Benefits
The Company may, in its sole discretion, choose to provide incentives and/or benefits (“Benefit”) for participation or achievements in the Program, for completing certain activities or for other contributions as the Company deems appropriate. Benefits may include physical goods or clothing of minimal value (such as Arc swag), access to in-person or virtual meetings, events, conferences or hackathons, or a digital badge. Notwithstanding any other information provided by the Company regarding the Program, including on its website, blog posts or through other communications, the Company may in its discretion change or modify the amounts or types of Benefits and/or discontinue, or terminate, temporarily or permanently, all or any part of the Benefits at any time and without notice. Benefits are not guaranteed, and meeting any stated criteria or eligibility thresholds does not entitle you to receive any Benefit. You agree that any Benefit received will be for your activities in the Program and will be the sole reward for those contributions. The Company may elect not to provide any Benefits to any Architect for failure to adhere to these Terms.
To be eligible to receive any Benefit offered you must meet certain eligibility requirements. You must:
- Not be an employee, consultant, or an affiliate of the Company; and
- Remain in ongoing compliance with these Terms and any applicable Program Documents.
6. Expenses; Reimbursements
You are responsible for all costs and expenses you incur related to the Program including any travel or accommodation expenses, unless we expressly agree in writing to reimburse or pay you for any such costs and expenses. Where we have expressly agreed in writing to reimburse or pay you for pre-approved costs or expenses, such reimbursement or payment will not be withheld solely due to subsequent changes to these Terms.
7. Digital Badge
Architects who have been conferred Tier 1 status or above may be eligible to receive and display a digital badge as recognition of their participation and status in the Program. When a digital badge has been provided, we grant you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable license to use, display, and share the digital badge in your profile picture on various social media platforms. Architects may not use the digital badge for any commercial purpose, modify, alter, or create derivative works based on the underlying image, sell, sublicense, or distribute the digital badge or the underlying image, or use the digital badge in any way that is defamatory, unlawful, or offensive. This license remains in effect only as long as your participation in the Program has not been revoked or terminated, and for so long as you remain in compliance with these Terms.
8. Points
The Company may choose to provide Program incentives in the form of points. Points are promotional in nature only and do not constitute compensation or any other form of consideration for services. Points are non-transferable, not a financial instrument, have no monetary value, and cannot be redeemed for cash, USDC or any other virtual currency, Benefits or any other product or service, and cannot be used as payment for any product or service. The Company does not guarantee that points will continue to be offered for a specific length of time and you may not rely upon the continued availability of any points, and your points may be cancelled by the Company for any reason. The Company may, in its sole discretion, change or eliminate the point system, including eligible activities and point values, at any time and without notice. If the Program expires or terminates, you acknowledge and agree that you will not be entitled to receive any further or additional points and all points will expire immediately as of the effective date of such termination. Points will not be converted into any form of legal tender or any future rewards offered by the Company. POINTS HAVE NO CASH VALUE. POINTS ARE MADE AVAILABLE “AS IS” AND WITHOUT WARRANTY OF ANY KIND.
9. Tiers and Roles
There are six tiers of participation in the Program ranging from Tier 0 to Tier 5. Architects will be eligible to apply to participate in the various Tiers based on the number of points they have earned. Tier placement is determined by the Company in its sole discretion.
Architects may, at any point during their participation in the Program, apply for various Architect roles (“Roles”). The Company may approve or deny any application for a Role for any reason (or no reason). Architects who are approved for a Role will be required to review and agree to additional terms (“Supplemental Terms”). Failure to accept Supplemental Terms will result in the cancellation of the Architect’s Role. The Company may, in its sole discretion, alter, limit, or modify the Role or Tier rules or any other feature of a particular Role or Tier or may terminate a particular Role or Tier at any time, without notice.
10. KYC Screening Process
Depending on your status in the Program, including your Tier level, you may be required from time to time to provide certain identifying information and successfully complete the Company’s KYC screening process. You represent and warrant that any identifying information you provide to the Company truthfully and accurately represents you, and only you. Failure to provide such identifying information, pass sanctions and watchlist screening, and/or a failure to demonstrate compliance with the requirements herein may result in termination of your participation, forfeiture of any Benefit, prohibition from participating in the Program, and other actions. Providing false or inaccurate identifying information during the KYC screening process will result in the immediate application of these consequences.
11. Intellectual Property Rights
Except where the Program Documents require creation of and posting to a GitHub repository in order to open source any Program output or otherwise expressly provided in this Section 11, all rights, title, and interest in and to the Program, including all feedback, modifications, improvements, and enhancements made thereto, and all proprietary rights therein, shall be and remain the Company’s sole and exclusive property (and you do not receive any rights therein). Nothing in these Terms grants you any rights in or to the Arc Network or any related technology, digital assets or governance rights.
The Program may invite you to create technical or non-technical content and to submit or present it as a “Submission”. By submitting any Submission, you acknowledge and agree that such Submission is provided subject to these Terms and any applicable requirements set forth in the Program Documents. The Company may reject or remove any Submission that does not comply with these Terms or the Program Documents and may suspend or remove you from the Program in accordance with these Terms.
Original Work. You represent that your Submission is your original work, created only for the Program and not previously published, and that you have full authority to transfer all intellectual property rights to the Company on behalf of yourself and any others who participated in creating the Submission. You represent that your Submission does not contain any content that violates any third party’s rights (including privacy, personality or intellectual property rights, or that constitutes copyright infringement) or any brands, logos, or trademarks that you do not own. You represent that you have permission from all parties mentioned in the Submission (if any) to use their name, image, and likeness in the Submission and to grant the rights set forth herein. You agree to provide evidence of such third-party permissions in a form acceptable to the Company upon our request.
Compliance with Terms and Law. You represent that your Submission does not violate any terms and conditions of any third-party services used to create the Submission or embedded in or used by the Submission. You are solely responsible, and you assume all liability, for ensuring compliance with all laws.
No Harmful Code. You represent that your Submission does not contain any harmful code, meaning any computer programming code constructed with the intent or likelihood of damage to or interference with other computer programs, data files or hardware, without the knowledge or consent of the computer user, and may include self-replicating and self-propagating program instructions such as viruses, worms, Trojans, backdoors, or the like.
Appropriate Content. You represent that your Submission contains only content that is appropriate for the topic and focus of the Program, and that your Submission does not contain any content that would be deemed by the Company or other Architects as offensive, disparaging, promoting harm, illegal or otherwise unsuitable for the Program.
Our Use of your Submission. By submitting a Submission, you hereby grant to the Company a royalty-free, fully paid-up, irrevocable, perpetual, non-exclusive license to use, reproduce, modify, publish, create derivative works from, and display such Submission in whole or in part, on a worldwide basis, and to incorporate it into other works, in any form, media or technology now known or later developed, including for promotional or marketing purposes, and the right to transfer or sublicense others to do any or all of the foregoing. If requested, you will sign any documentation required for the Company to make use of the non-exclusive rights to be granted to use the Submission. You accept and acknowledge that the Company is not obligated to use the Submission and that the Company, in its sole discretion, shall have the right to use or refrain from using the Submission.
Assignment of Brand Assets. If you submit any logos, designs, taglines, or other brand identifiers related to Company products or services as part of a Submission (“Brand Assets”) that the Company elects to adopt, you hereby assign to the Company all right, title, and interest in and to such Brand Assets, including any copyrights and trademark rights, worldwide and in perpetuity. If requested, you will execute such documents and take such actions as the Company reasonably requests to effect, record, or confirm the foregoing assignment.
Your Use of Our Name and Marks. During the time as an Architect and subject to your compliance with these Terms, you will have the right to refer to yourself as an “Arc Architect” or an Architect in the Program. You must comply with the Circle Brand Use Policy, Arc Logo Guidelines and any directions or brand guidelines we may make available to you from time to time in connection with your display or use of our logos, trade names, trademarks, or service marks.
Use of AI Tools. The Company supports the responsible use of artificial intelligence and similar tools (“AI Tools”) in connection with the Program. If you use AI Tools to create any content, code, or other materials for the Program (including any Submission), you remain solely responsible for such materials and for ensuring they comply with these Terms, the Program Documents, all applicable law, and the terms and policies of the AI Tools you use.
12. Duration of the Program
Notwithstanding any other information provided by the Company regarding the Program, the Company may, in its sole discretion, change, discontinue, or terminate all or any part of the Program, at any time and without notice, including, without limitation, any Benefits or the availability, amounts, or conditions applicable to such Benefits, without any liability to you. Any points accrued under the Program will be forfeited upon suspension or termination of the Program for any reason.
13. Removal and Withdrawal From the Program
The Company may investigate any suspected violation of these Terms or applicable Program rules and may suspend or restrict your participation in the Program pending such review. If you violate any of the provisions of these Terms (as determined solely by the Company) or if you do not provide the required information or fail to provide accurate information, then you may be removed from the Program and will not be eligible to receive points or Benefits. The Company further reserves the right to request information about, review, and investigate all Program activities, and to remove Architects from the Program for any or no reason. All determinations regarding violations, eligibility, or continued participation will be made in the Company’s sole discretion and shall be final.
You may withdraw from the Program at any time, for any reason, by providing written notice to the Company (including by email to [email protected]) and ceasing participation in Program activities. Your withdrawal will be effective as of the date the Company receives your notice. Your withdrawal from the Program does not affect any rights, obligations, or provisions of these Terms that by their nature survive termination.
Any points accrued under the Program will be forfeited upon removal or withdrawal from the Program.
14. Third-Party Services
The Company may engage certain vendors or third-party providers, including those who provide KYC screening for identity verification and sanctions and watchlist screening services (the “Third-Party Services”) in compliance with the Company’s Privacy Policy and may receive information from such Third-Party Services. You agree that your access and use of such Third-Party Services are governed solely by the terms and conditions of such Third-Party Services, and the Company is not responsible or liable for, and makes no representations as to any aspect of such Third-Party 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 provider of such Third-Party Services. You irrevocably waive any claim against the Company with respect to such Third-Party Services.
15. Taxes
You are responsible for the payment of all taxes associated with your receipt of any Benefits of any type. You agree to promptly provide the Company with any additional information and complete any required tax or other forms relating to your receipt of such rewards.
16. Publicity
The Company retains the exclusive right to speak publicly about any Program and to make related announcements. By participating in the Program, you give the Company permission to use your name, image, voice and likeness in connection with the Program in promotional material, advertising and for any other purposes, worldwide, in any and all media now known or hereafter devised, including the Internet, without limitation and without further payment, notification, permission or other consideration, except where prohibited by law.
You may not make any public statements, or use the Arc or Circle name or marks in any manner, without the prior written consent from the Company, except to the extent expressly permitted under these Terms. If you make any public statement relating to the Company, the Program, or the Arc Network, you must clearly and conspicuously disclose your participation in the Program and any relationship with the Company in accordance with all applicable advertising, endorsement, and consumer protection laws and regulations.
17. Social Media and Public Communications
Any public posts, comments, videos, streams, articles, or other communications (including on social media) relating to the Company, Arc Network, Arc Content Services, or the Program that you make in connection with your participation in the Program (“Public Communications”), must be accurate and compliant with applicable law, including advertising, endorsement, and consumer protection laws and regulations. You must not make or publish Public Communications that: (a) contain false, misleading, or unsubstantiated statements about the Company, Arc Network, Arc Content Services, or the Program; (b) defame or disparage the Company or its personnel; (c) infringe third-party rights; or (d) violate these Terms or applicable law.
If the Company reasonably determines that any Public Communication violates this section or contains statements that are reasonably likely to cause significant reputational harm to the Company, the Company may require you to promptly remove, correct, or clarify such Public Communication, and you agree to comply within the timeframe specified by the Company. The Company may also suspend or terminate your participation in the Program, remove Tier status, and withhold or forfeit certain Benefits to the extent permitted by applicable law.
18. Prohibited Activities
You will not:
- Promote or advertise competing blockchain protocols or similar services in a manner intended to divert users, undermine the Program, or interfere with the Arc Content Services;
- Use or disclose any non-public, confidential, or insider information obtained through your participation in the Program for personal gain or to benefit any competing protocol, project, or third party, or in any way that could harm, disadvantage, or undermine the Program or Arc Content Services;
- Initiate any attacks that violate your cloud service, data center, or other applicable third-party service provider’s rules or policies;
- Unless expressly requested by the Company as part of a security or similar challenge, disrupt or initiate any attacks against users of the Arc Content Services or the Program;
- Disrupt, compromise, or otherwise damage data or property owned by other parties;
- Impersonate any person or entity or misrepresent your affiliation with any person or entity;
- Access any accounts or data other than your own (or those for which you have explicit permission from their owners);
- Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, creating, encouraging, or implementing Sybil attacks;
- Sell or resell Arc Content Services or other services or products related to the Arc Network offered by the Company, its affiliates or any third party, other than those you independently own or operate;
- Make any written or oral statements, or act in any manner that might disparage or damage the business of the Company;
- Engage in any illegal behavior; or
- Encourage or enable any other individual or entity to do any of the foregoing or otherwise violate the Terms.
19. Compliance with Laws
It is your sole obligation to comply, and you agree to comply, with all applicable laws, rules, regulations, and any generally accepted practices or guidelines in the relevant jurisdictions (including without limitation, all applicable export control, sanctions and data protection and privacy laws and regulations) in connection with your participation in the Program. To the extent required by law, you are solely responsible for obtaining or filing any approval, clearance, registration, permit, license or other regulatory authorization and shall comply with the requirements of such authorization. Upon request, you will provide documentation sufficient to demonstrate your compliance with this Paragraph.
To the extent that you collect, share, use or process personal data in connection with the Program:
- You may do so only as necessary to perform Program-related functions expressly authorized by the Company and in compliance with these Terms and applicable data protection and privacy laws and regulations.
- You act as an independent controller for any personal data you collect in connection with Program activities and must not hold yourself out as collecting personal data on Company’s behalf.
- You must not (a) scrape, harvest, or otherwise extract personal data from the Arc House, Arc Content Services or from Program-related events or records; (b) create, compile, maintain, or use independent mailing lists, contact databases, or marketing lists derived from personal data obtained through the Program; or (c) sell, rent, transfer, or otherwise monetize personal data (including attendee lists or contact information) obtained in connection with the Program.
- You are responsible for obtaining any required notices, consents, or authorizations from data subjects before collecting, using, or sharing their personal data, and for honoring any choices or opt-outs required by law.
- You must implement reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the personal data to protect it from unauthorized access, use, or disclosure.
- You must promptly notify the Company, no later than twenty-four (24) hours from discovery, of any actual or suspected unauthorized access, disclosure, or suspected breach involving personal data obtained in connection with the Program and cooperate with the Company in investigating and remediating such incidents.
- Upon the Company’s request or upon termination of your participation in the Program, you will promptly return, delete, or securely destroy any personal data obtained in connection with the Program, except to the extent retention is required by applicable law.
Nothing in these Terms creates a joint controller, processor, or agency relationship between you and the Company with respect to personal data.
20. Privacy Policy
Please refer to our Privacy Policy for more details regarding the information that the Company may collect, use, and disclose and under what circumstances. You acknowledge and agree that your participation in the Program is subject to this Privacy Policy. You acknowledge that you are aware that the Company is headquartered in the United States and that the Program is governed by United States law. If you are participating in the Program from outside of the United States, your information may be transferred to, stored, and processed in the United States or another location where our servers may be located and you hereby consent to the transfer, storage, and processing of your information to and in the United States.
21. Changes to Terms
The Company may update the Terms at any time, in its sole discretion. If it does so, the Company will deliver a notice, if any, either by posting the updated Terms on its website or through other communications. By continuing to access or use the Arc Content Services or participate in the Program after the updated Terms become effective, you agree to be bound by the updated Terms. If you do not agree to be bound by the updated Terms, then you may not participate in the Program.
22. Disclaimer
THE PROGRAM AND THE ARC CONTENT SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, THE COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE PROGRAM OR THE ARC CONTENT SERVICES: (A) ARE ACCURATE, RELIABLE OR CORRECT; (B) WILL MEET YOUR REQUIREMENTS; (C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, WILL BE UNINTERRUPTED, WILL BE ERROR-FREE, OR WITHOUT DEFECT OR SECURE; OR (D) THE ARC CONTENT SERVICES WILL PROTECT YOUR ASSETS FROM THEFT, HACKING, CYBER ATTACK, OR OTHER FORM OF LOSS OR DEVALUATION CAUSED BY THIRD-PARTY CONDUCT. THE COMPANY FURTHER DOES NOT WARRANT OR GUARANTEE THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PROGRAM OR ARC CONTENT SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM OR ARC CONTENT SERVICES 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.
YOU ACKNOWLEDGE AND AGREE THAT NOTHING IN THE PROGRAM, THE ARC CONTENT SERVICES, THESE TERMS, OR ANY PROGRAM DOCUMENTS CONSTITUTES (I) A PROMISE, COMMITMENT, OR OBLIGATION TO DISTRIBUTE, DELIVER, OR TRANSFER ANY DIGITAL ASSETS OR OTHER VALUE TO YOU; (II) A GRANT OF ANY RIGHT, ENTITLEMENT OR EXPECTATION TO RECEIVE, CLAIM OR OTHERWISE BENEFIT FROM ANY TOKENS, DIGITAL ASSETS OR SIMILAR INSTRUMENTS EITHER NOW OR IN THE FUTURE, INCLUDING WITHOUT LIMITATION IN THE FORM OF ANY AIRDROP OR SIMILAR BENEFIT; OR (III) AN OFFER, SOLICITATION, OR RECOMMENDATION TO BUY OR SELL ANY SECURITY, DIGITAL ASSET, OR OTHER INVESTMENT PRODUCT, OR TO PARTICIPATE IN ANY INVESTMENT STRATEGY.
23. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF USE, LOST PROFITS, OR LOSS OF DATA ARISING OUT OF OR RELATED TO THESE TERMS OR THE PROGRAM, HOWEVER, CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF THE COMPANY, ITS SUPPLIERS, AND ITS LICENSORS FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PROGRAM EXCEED FIFTY DOLLARS ($50.00). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
24. Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and its subsidiaries and affiliates, and each of its respective officers, directors, agents, partners, and employees (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Arc Content Services or the Program, including any transactions or smart-contract activity you initiate in connection with the Program; (b) your violation of these Terms; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (d) your conduct in connection with the Arc Content Services or your participation in the Program, including your attendance at, or travel to or from, any Program-related events; or (e) your fraud, willful misconduct or negligence. You agree to promptly notify the Company Parties of any third-party Claims, cooperate with the Company Parties in defending such Claims and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Company Parties will have control of the defense or settlement, at the Company’s sole option, of any third-party Claims.
25. Confidentiality
You acknowledge that, in connection with your participation in the Program, you may be exposed to data and information, including product, technology, business, and strategy information that is confidential and proprietary to us (collectively, “Confidential Information”). As between you and the Company, all Confidential Information shall be the sole and exclusive property of the Company and may be used by you solely as necessary to participate in the Program and perform Program-related activities authorized by the Company, in each case in accordance with these Terms. You may not reveal, publish, or otherwise disclose the Confidential Information to any third party without the prior written consent of the Company, and shall protect the Confidential Information from disclosure using the same degree of care you use to protect your own confidential information of like kind, but in no event using less than reasonable care. You understand and acknowledge that unauthorized disclosure of Confidential Information will cause irreparable harm to the Company. You agree that you will not provide to the Company any confidential, proprietary, or otherwise restricted information belonging to any third party unless you have the lawful right and authorization to do so.
26. Dispute Resolution and Binding Individual Arbitration
“Disputes” are defined as any claim, controversy, or dispute between you and the Company, 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 the Company 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 Program or Arc Content Services.
You and the Company 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 COMPANY. 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 Company 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 Company 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 and account number; (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 Company 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 and/or any Supplemental Terms (or any aspect thereof) 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. Company 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 Company also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Arc Content Services.
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) you used to sign up and use the Arc Content Services. 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, Supplemental Terms, or the Arc Content Services, 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.
27. 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.
28. Assignment
You may not sell, assign or transfer any of your rights, duties or obligations under these Terms without our prior written consent. Any attempt by you to assign or transfer the Terms, without such consent, will be null and void. We reserve the right to assign or transfer these Terms or any of the Company’s rights, duties, and obligations hereunder to any third party without notice. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
29. Force Majeure
The Company’s obligations under these Terms may be suspended, in whole or in part, to the extent the Company is prevented or delayed from performing due to any event or circumstance beyond its reasonable control (a “Force Majeure Event”). The Company will use commercially reasonable efforts to notify you of any Force Majeure Event materially affecting the Program and may take such actions as it deems appropriate to mitigate its impact. The Company 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.
30. General Terms
If any provision of the Terms is held invalid or unenforceable by an arbitrator or 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. These Terms and the Program Documents referenced herein reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. Any amendment or modification to these Terms must be made in accordance with the “Changes to Terms” section of these Terms or in a writing signed by both you and the Company. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.”
31. Waiver of Rights
The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
32. Survival
The following sections of these Terms survive and remain in effect in accordance with their terms upon termination of these Terms: 11 (Intellectual Property Rights), 22 (Disclaimer), 23 (Limitation of Liability), 24 (Indemnification), 25 (Confidentiality), 26 (Dispute Resolution and Binding Individual Arbitration), 27 (Governing Law).
33. Contact
If you have questions about these Terms or the Program, please contact us at [email protected].
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