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These Arc Network Terms of Use (these “Terms” or this “Agreement”) constitute a binding legal agreement between you (“you,” “your”) and the applicable Circle entity offering the relevant network instance: Circle Technology Services, LLC (“CTS”) with respect to the Arc Network Testnet (the “Testnet”), and Arc Network Services LLC (“Arc LLC”) with respect to the Arc Network Mainnet (“Arc” or the “Network”). CTS, with respect to the Testnet, and Arc LLC, with respect to Arc, each as applicable, is referred to in these Terms as the “Company,” “we,” “our,” or “us.” These Terms govern your access to and use of Arc and the Testnet, including any access to or use of Arc or the Testnet by any AI Agent (defined below) or other automated system acting on your behalf or using your credentials, access rights, or permissions. Arc is a permissionless open source L1 blockchain initially deployed by Arc LLC and intended over time to be operated, validated, and governed by a broader set of Validators (defined below) and other participants. Arc uses a Proof-of-Authority consensus mechanism, under which permissioned Validators secure the Network and produce blocks. The Company makes no representation or commitment as to the timing, manner, or extent of any change in the consensus mechanism, validator set, governance, or operation of Arc or the Testnet. The Testnet is a testing environment deployed by CTS solely for development, experimentation, research and other non-production purposes. The Testnet is not a production network, and does not process, transfer, or store real money or digital assets of value. You are permitted to access and use the Testnet only to test and improve the experience, security, and design of Arc. The Company may change, discontinue, or terminate, temporarily or permanently, all or any part of the Testnet, at any time and without notice. If you are an individual accessing or using Arc and/or the Testnet on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. By using or accessing Arc and the Testnet you agree to be bound by these Terms and any documentation and guidelines accompanying Arc, the Testnet and their features or functionalities, and all other terms, policies, and guidelines applicable to your use. You acknowledge and agree that your use of Arc, the Testnet and their features and functionalities is at your own risk and neither the Company nor any Validator is responsible for any losses that occur as a result of your use of Arc, the Testnet and their features and functionalities. PLEASE BE AWARE THAT SECTION 20 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND THE COMPANY. AMONG OTHER THINGS, SECTION 20 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 20 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 20 CAREFULLY. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS: (a) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (b) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
  1. Eligibility, Acknowledgements, and Conditions of Use
By accessing or using Arc, Testnet and their features or functionalities, you acknowledge and agree to the following:
  1. You must be at least 18 years old and be legally capable of forming a binding contract in your country of residence. 2. You are not a person barred under the laws of the United States, your place of residence, or any other applicable jurisdiction. 3. You agree that you have read, understand and accept (i) all of the terms and conditions contained in these Terms and (ii) the Company’s Privacy Policy, Cookie Policy, and E-Sign Consent Policy. You acknowledge and agree that you will be bound by these Terms and any other applicable agreements and policies. 4. You are knowledgeable, experienced, and sophisticated in using and evaluating blockchain and related technologies and digital assets, including Arc.
    1. You acknowledge and agree that: (i) transactions on Arc involve real-world value and may result in the permanent loss of digital assets; (ii) once confirmed on Arc, transactions are irreversible and cannot be canceled, reversed, or recalled; (iii) neither the Company nor any Validator has the ability to custody, control, or gain access to your digital assets, private keys, or wallets, (iv) neither the Company nor any Validator has the ability to recover digital assets or correct transaction errors; (v) data recorded on Arc is immutable and cannot be altered or deleted by the Company or any Validator; (vi) Arc is an open, permissionless ledger that any user may read from and (subject to these Terms and applicable Legal Requirements) submit transactions to without authorization from the Company; (vii) the Company may, from time to time and in its sole discretion, propose, deploy or facilitate protocol upgrades, parameter changes, software releases or other changes to the Network, in each case subject to the Network’s then-current consensus mechanism and governance; (viii) the Company’s role in operating, validating, securing or governing the Network may diminish, increase, change in scope, transfer to one or more third parties, or cease entirely over time, and you have no claim or recourse against the Company in respect of any such change; (ix) neither the Company nor any Validator has the obligation or ability to reverse, recall, recover, modify, correct, exclude, censor or otherwise act upon any confirmed transaction or asset on Arc, and is not responsible for the validation, ordering, inclusion or finality of any transaction; and (x) you assume sole responsibility for, and neither the Company nor any Validator shall be liable with respect to, any acts, omissions, gains or losses arising out of or relating to your use of, or access to, Arc or the Testnet. Without limiting the foregoing, the Company has no duty to continue operating any Company-operated interface, support function, validator role, governance role, security function, documentation set, developer tool, or other resource relating to Arc or the Testnet, and no duty to support, maintain, or pursue any particular roadmap, feature, token design, gas mechanism, validator composition, governance framework, third-party ecosystem activity, or other aspect of network evolution.
    2. Your ability to transact on Arc depends on your ability to obtain and use USDC to pay gas fees. USDC is issued by Circle Internet Group, Inc. pursuant to the USDC Terms available at https://www.circle.com/legal/usdc-terms, which are independent of these Terms. Pursuant to the USDC Terms, Circle Internet Group, Inc. may, in its capacity as USDC issuer, freeze USDC at specific wallet addresses. Any such action may render an affected address unable to pay gas fees and therefore unable to submit transactions on Arc. The Company does not control issuer actions taken with respect to USDC under the USDC Terms and has no obligation to reverse or remedy any such action, provide an alternative gas payment mechanism, or compensate you for any resulting inability to access or use Arc.
    3. One or more deny lists identifying wallet addresses that are prohibited from submitting transactions on Arc or the Testnet may be implemented and enforced in connection with the operation of the Arc Network (each, a “Deny List”). As a result, certain wallet addresses may be subject to denial or restriction of access to Arc or the Testnet and you may be unable to submit transactions on Arc or the Testnet. Deny Lists may evolve over time to address safety, security, legal, regulatory, or network integrity concerns. Neither the Company nor any Validator shall have any liability to you or any third party arising from any Deny List designation or any resulting inability to access or transact on Arc or the Testnet.
    4. Your use is subject to certain limitations on access and use as set forth in these Terms, any documentation accompanying Arc and Testnet’s features or functionalities or as otherwise provided to you by the Company.
    5. You agree that: (i) you will not misrepresent your identity, or use any tool, technique or service (including any privacy-enhancing technology, virtual private network, mixer, anonymizing relay or similar service) for the purpose of (A) circumventing applicable Legal Requirements, including any Sanctions or Data Protection Laws, (B) defrauding, deceiving or harming any other person, or (C) evading detection of activity that would otherwise violate these Terms or applicable Legal Requirements (it being understood that the legitimate use of privacy-preserving features made available on or in connection with Arc is not, by itself, a violation of this clause); (ii) you will not engage in any intentional, negligent, unethical or unlawful conduct; and (iii) you will not intentionally or negligently make any false or misleading public statement that the Company has endorsed, sponsored or approved any of your products, services or activities. If the Company believes, in its sole discretion, that you have breached or attempted to breach or circumvent these Terms, the Company may, without prior notice, suspend, restrict or terminate your access to any Company-operated interface, front-end, support channel, developer tooling or other Company-controlled resource through which you access Arc or the Testnet. The Company does not, by these Terms, undertake any obligation or assert any general ability to block, censor, reorder, exclude or reverse transactions on Arc at the protocol or validator layer, and any Company action with respect to validator-level or protocol-level controls (if any) is governed solely by the then-current network policies and applicable Legal Requirements as determined by the Company in its sole discretion.
    6. You may receive updates and information from the Company that constitute Confidential Information. “Confidential Information” means any information or data, regardless of whether it is in tangible form, that is disclosed or otherwise made available by the Company to you and that is (i) in tangible form and labeled or marked confidential or proprietary, (ii) if disclosed orally is designated as confidential or proprietary at time of disclosure, or (iii) information that a reasonable person knows or should have known to be confidential or proprietary given the nature of the information and the circumstances surrounding disclosure. Any information disclosed by an affiliate of the Company shall be treated as if disclosed by the Company. All Confidential Information is the sole and exclusive property of the Company and may be used by you only for assisting us in resolving any security issue you have reported to us. You agree not to disclose such Confidential Information or any announcement that the Company notes as embargoed without the Company’s prior written consent. You may disclose Confidential Information when compelled to do so by Legal Requirements if you provide us with reasonable prior notice unless a court orders that we not receive notice.
    7. You acknowledge and understand that: (i) activity on Arc and Testnet is public and may be viewed or recorded by anyone, and information written to Arc may be permanently public, searchable and impossible to fully delete, and may persist on Arc, the Testnet or any third-party fork or copy thereof indefinitely, even after termination of these Terms or any change to the features available on Arc; (ii) you should not input personal, confidential, or proprietary information on Arc or Testnet, and you are solely responsible for determining the lawfulness and appropriateness of any information you choose to input or transmit on or through Arc or Testnet (including through any privacy-preserving feature); and (iii) the Company and its affiliates, contractors and service providers may collect, generate, aggregate, derive and use telemetry, technical, diagnostic, usage and other data in connection with the operation, security, maintenance, improvement, analysis and provision of Arc, the Testnet and other products and services, for the purposes of operating, securing, maintaining and evaluating Arc and Testnet, as further described in the Privacy Policy.
    8. If applicable, the Company may use your data and information you provide solely to the extent necessary to fulfill its obligations under these Terms and to comply with applicable Legal Requirements.
    9. You agree to comply with any and all applicable “Data Protection Law(s)” (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) that may apply to performing your obligations under these Terms. The obligations include, without limitation:
      1. providing notices of data breach as required by applicable Data Protection Laws; and
      2. processing data only in accordance with the Company’s Privacy Policy, as well as your own privacy policies.
    10. You and the Company agree that neither is the data processor of the other party under any applicable Data Protection Law, nor are you and the Company acting together as joint data controllers. To the extent any personal data is processed in connection with Arc, each party acts as an independent controller with respect to its own processing of such personal data. You and the Company further agree that no monetary or other valuable consideration is provided to either party in exchange for any personal data associated with Arc and that data sharing conducted pursuant to these Terms does not constitute a sale of personal data under any applicable Data Protection Law.
    11. You agree to be solely responsible for the accuracy, quality, integrity and legality of all information you share with the Company or its affiliates.
    12. You acknowledge and agree that, in deploying Arc or Testnet, the Company is not acting in any capacity as a money transmitter or money services business (or equivalent regulated entity under applicable Legal Requirements), and the Company does not provide any regulated financial services in connection with Arc, an open source permissionless infrastructure, or the Testnet.
    13. You are responsible for obtaining the data network access necessary to use Arc and Testnet. Mobile network data and messaging rates and fees may apply if you access or use Arc or Testnet from a mobile device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use Arc, Testnet and their features and functionalities and any updates thereto. The Company does not guarantee that Arc or Testnet, or any portion thereof, will function on any particular hardware or devices. In addition, Arc and Testnet and their features and functionalities may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. We are not responsible for any delays, delivery failures, or damage, loss or injury resulting from any such issues.
    14. Third parties may elect to support, utilize or integrate Arc or Testnet on their platforms without any authorization or approval by the Company or anyone else. For example, as a result of the open source nature of Arc and Testnet, it is possible that a party unaffiliated with the Company could create an alternative version of the blockchain (a “fork”). Arc or Testnet access or support on any third-party platform does not imply any endorsement by the Company that such third-party services are valid, legal, stable or otherwise appropriate. Neither the Company nor any Validator is responsible for any losses or other issues you might encounter using Arc or Testnet in connection with any third-party forks, platforms, blockchains, protocols, technologies, products or services. Neither the Company nor any Validator has any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any third-party forks, platforms, blockchains, protocols, technologies, products or services. Any such attacks or issues related to any third party might materially impact you, and neither the Company nor any Validator shall bear any responsibility for any losses that result from such attacks or issues. It is your responsibility to ensure that you are accessing Arc and Testnet through your intended user interface.
    15. You are aware of and accept the risk of operational challenges with the Network launch, Arc’s operation, and Testnet. The Company may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to Arc or Testnet. You understand that Arc and Testnet 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 the Company accountable for any related losses.
    16. You represent, warrant, and covenant that (i) you shall comply with all applicable Legal Requirements; (ii) your use of Arc and Testnet is and will at all times comply with all Legal Requirements and these Terms; (iii) you will not use Arc or Testnet, or permit the use of the foregoing by any third party, in any manner that is fraudulent, unlawful, deceptive or abusive; (iv) you will not use Arc or Testnet from a Restricted Territory or any jurisdiction that we have, in our sole discretion, or a relevant Regulatory Authority has determined is a jurisdiction where the use of Arc and Testnet is prohibited under Legal Requirements; (v) you are not a Sanctions Target; and (vi) you will not use Arc or Testnet to benefit or support any Restricted Territories or Sanctions Targets. For the purposes of these Terms: (1) “Legal Requirement” means applicable federal, state, and local laws, statutes, and regulations, and all applicable orders, judgments, decisions, rules, policies, opinions, attorney general opinions, or guidelines passed or issued by any Regulatory Authority or any competent court, Data Protection Laws, Sanctions, anti-corruption laws (including the Foreign Corrupt Practices Act and the UK Bribery Act), and all foreign laws regarding the same, relating to these Terms or otherwise applicable to either you or us, as the same may be amended and in effect from time to time; (2) “Restricted Territory” means a region, territory or country subject to Sanctions; (3) “Regulatory Authority” means any governmental, regulatory authority or law enforcement department, court, agency, commission, board, tribunal, crown corporation or other law, rule or regulation making entity (including any stock exchange or central bank) that either you or we submit to or are subject to the jurisdiction of in respect of these Terms, and any successor or replacement of any of the foregoing; (4) “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; (5) “Sanctions Target” means any person that is: (A) included on any list of designated persons maintained by any Regulatory Authority 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).
    17. For the avoidance of doubt, enforcement of the Terms is solely in our discretion and the absence of enforcement of these Terms in some instances does not constitute a waiver of our right to enforce the Terms in other instances. These Terms may be enforced by the Company or by any of its affiliates. In addition, these Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that either Arc or Testnet will not contain any content that is prohibited by the Terms.
  2. Access Prohibitions
You will only access Arc, the Testnet and their features and functionalities following the implementation instructions and other requirements specified in the documentation or as otherwise provided by the Company. You agree that you will not, and will not permit another person or entity to:
  1. resell, rent, lease, sublicense or otherwise commercialize access to any Company-operated interface, front-end, API, RPC endpoint or other Company-controlled resource through which Arc or the Testnet is accessed, except as expressly permitted by the Company in writing or under a separate written agreement with the Company (it being understood that this clause is not intended to prohibit the operation of independent infrastructure services, including third-party node, RPC, indexing or block-explorer services, that interact with Arc through publicly available means and not through Company-operated resources); 2. use or create a service that functions substantially the same as Arc or Testnet, for the purpose of or with the effect of: (i) spoofing or simulating Arc or Testnet; (ii) misrepresenting your or any third party’s association with the Company; (iii) misleading or confusing users about the origin, ownership, or operation of any feature or functionality; or (iv) falsely implying sponsorship, endorsement, or certification by the Company; 3. infringe or violate the intellectual property rights or any other rights of anyone else (including the Company) or attempt to decompile, disassemble, or reverse engineer Arc or Testnet; 4. violate any applicable law or regulation, including without limitation, and any applicable anti-money laundering laws, anti-terrorism laws, export control laws, end user restrictions, privacy laws or economic sanctions law/regulations, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control;
    1. encourage, facilitate, or promote illegal activity, or use in a way that is dangerous, harmful, misleading, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
    2. commit a tort while using Arc or Testnet;
    3. use Arc or Testnet in any manner that could interfere with, defraud, attack, disrupt, negatively affect, or inhibit other users from fully enjoying Arc or Testnet, or that could damage, disable, overburden, or impair the functioning of Arc or Testnet in any manner, including by (i) making any unsolicited offer or advertisement to another user of Arc or Testnet; (ii) attempting to collect personal information about another user or third party without consent; or (iii) interfering with or disrupting any network, equipment, or server connected to or used to provide Arc or Testnet, or violating any regulation, policy, or procedure of any such network, equipment, or server;
    4. attempt to circumvent any content filtering techniques or security measures that the Company employs on Arc or Testnet, or attempt to access any features or functionalities that you are not authorized to access;
    5. upload or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material;
    6. provide false, inaccurate, or misleading information to the Company or otherwise on or in connection with your use;
    7. post content or communications through your use of Arc or Testnet that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
    8. post content through your use of Arc or Testnet containing unsolicited promotions, political campaigning, or commercial messages or any chain messages or user content designed to deceive or trick the user of Arc or Testnet; or
    9. encourage or induce any third party to engage in any of the activities prohibited under these Terms.
For the purpose of these Terms, Validators are considered third parties, regardless of whether the Company, any of its affiliates, or any of their respective personnel operates one or more validator nodes from time to time. The Company is not responsible for, does not endorse, and shall not be held liable in connection with, the acts, omissions, decisions, transactions, software, hardware, infrastructure or business practices of any Validator (including any Validator that may be affiliated with the Company), and no agency, employment, partnership, joint venture, or fiduciary relationship is created or implied by these Terms between the Company and any Validator. For avoidance of doubt, a “Validator” means any person or entity that operates one or more validator nodes (the combination of software and hardware) on the Network for the purpose of participating in the verification, validation, ordering and inclusion of transactions and the production of blocks on the Network in accordance with the Network’s then-current consensus mechanism, as that mechanism may evolve from time to time under the Network’s then-current governance and any affiliate of such person or entity (“Validator Affiliate”), solely to the extent such Validator Affiliate is acting in furtherance of such validation activities.
  1. Connecting a Digital Wallet
You may be required to connect your digital wallet through a compatible third-party software wallet. Third-party digital wallets constitute third-party features and services and the Company is not responsible for, does not endorse, shall not be held liable in connection with and does not make any warranties, whether express or implied, as to the third-party digital wallet used by you. You are solely responsible for selecting, evaluating, configuring, securing, and monitoring any digital wallet, RPC provider, bridge, explorer, custody provider, or other third-party product or service that you use in connection with Arc or the Testnet, including any associated outages, errors, hacks, insolvencies, security failures, or compliance failures of any such third party. Except where applicable to your use of certain Circle wallet features and functionalities (which are subject to their own terms and conditions): (i) the Company never receives access to or control over your digital wallet; and (ii) therefore, you are solely responsible for (and we are not liable for any failure in) securing your digital wallet and credentials thereto, including seed phrases and private keys. You may disconnect your digital wallet from Arc or the Testnet at any time.
  1. Gas Fees
    1. All transactions on Arc will incur a gas fee. Gas fees consist of the following fees, and are paid directly to the Validator that successfully validates the applicable block:
      1. Base Fee. All transactions on Arc will be subject to the Base Fee which is a gas fee calculated based on the amount of computational resources required to process a transaction and network demand.
      2. Priority Fee. Priority Fee means an additional gas fee that a user may choose to pay to increase the relative prioritization of a transaction on Arc compared to other transactions.
    2. Arc Network gas fees will be denominated in USDC. To use Arc, you will need to obtain USDC to cover computational resources required to perform a transaction on Arc. It is your responsibility to: (i) ensure that you have a sufficient balance of USDC stored at your digital wallet address to complete any transaction on Arc before initiating such Arc transaction; and (ii) confirm the amount of USDC applicable to a particular Arc transaction before authorizing that transaction.
    3. Gas fees, including the rate, denomination, components, calculation methodology, payment recipient(s) and other parameters thereof, are determined under the Network’s then-current consensus mechanism, protocol parameters and governance, each of which may change from time to time. The Company makes no representation, warranty or commitment with respect to gas fee levels, fee market dynamics, the availability or value of any digital asset (including USDC) used to pay gas fees, or the continued use of any particular digital asset for gas fees, and is not responsible for any impact on you arising out of any change in any of the foregoing.
  2. AI Agent Access
If you access or use Arc, the Testnet and their features and functionalities through an AI Agent or other automated system, you remain solely responsible for that access and use and for all acts, omissions, instructions, decisions, and transactions of such AI Agent or automated system as if you had taken them directly. Any AI Agent that accesses or uses Arc, Testnet or their features or functionalities does so solely on your behalf, and you remain fully responsible for all resulting activity. For purposes of this Agreement, an “AI Agent” means any artificial intelligence agent, model, bot, script, or other automated system that accesses, uses, interfaces with, or acts in connection with Arc or the Testnet on your behalf or using your credentials, access rights, or permissions.
  1. Non-Validating Node Operators
Certain users of the Arc Network may operate one or more non-validating nodes that connect to, read from, relay data from, or otherwise interface with the Network or the Testnet (each such participant, a “Non-Validating Node Operator”). For the avoidance of doubt, a Non-Validating Node Operator does not include a Validator acting in its capacity as such (as defined in Section 2). All references in these Terms to “you,” “your,” and “user” include each Non-Validating Node Operator. A Non-Validating Node Operator may participate in the Arc Network using its node to provide certain services to its end users, including RPC services, exchange services, on and off ramp services, oracle services, wallet services (“Non-Validating Node Services”). As between the Company and the Non-Validating Node Operator, the Non-Validating Node Operator is solely responsible for its Non-Validating Node Services, its relationship with its end users, and all acts, omissions, and transactions of such end users, and the Company has no responsibility or liability with respect to any Non-Validating Node Services or any end user thereof. In addition to, and without limiting, the foregoing (including the Access Prohibitions in Section 2, which apply in full to each Non-Validating Node Operator), each Non-Validating Node Operator agrees that it will not, and will not permit any end user or other person or entity to: (a) use any non-validating node or Non-Validating Node Service to offer, facilitate, or support any service that is illegal or that violates any Legal Requirement or these Terms; or (b) conduct, enable, or facilitate any denial-of-service or distributed denial-of-service attack, spam, flooding, or any other activity that interferes with, disrupts, degrades, overburdens, or impairs the Network, the Testnet, any Validator, any other node, or any Company-operated or third-party infrastructure, or that imposes an unreasonable or disproportionate load thereon. The Company may modify, limit, suspend, revoke, or terminate any or all of a Non-Validating Node Operator’s access to the Network or Testnet at any time, for any reason or no reason, with or without notice, including where the Company believes, in its sole discretion, that the Non-Validating Node Operator has violated or attempted to violate or circumvent the Access Prohibitions in Section 2, this Section, or any other provision of these Terms. Any such action is in addition to, and does not limit, the Company’s rights under Section 14 (Termination) or any other right or remedy available to the Company, and the Company shall have no liability to the Non-Validating Node Operator or any third party (including any end user of Non-Validating Node Services) arising from any such action.
  1. Third-Party Services and Content
Arc, the Testnet and their features and functionalities may be made available or accessed and controlled by third parties, including artificial-intelligence agents, individuals and entities, with different terms of use and privacy policies. We do not endorse these third parties, and we are not responsible or liable for any of their products or services or content. Without limiting the foregoing, you acknowledge and agree that the Company has no responsibility for, and no duty to monitor, support, verify, approve, update, remediate, or maintain, any third-party service, content, protocol, application, interface, integration, or infrastructure that may interact with Arc or the Testnet, and you assume all risk arising from your use of any of the foregoing.
  1. No Agency
You will not make statements or represent yourself as an agent of the Company or mislead or deceive any third party with respect to your relationship with the Company. Nothing in these Terms creates, and you shall not assert that there exists, any agency, employment, partnership, joint venture, fiduciary, advisory or similar relationship (i) between you and the Company, (ii) between the Company and any Validator (including any Validator that may be affiliated with the Company), (iii) between the Company and any other user of Arc or the Testnet, or (iv) between the Company and any developer, operator or other participant in the broader Arc ecosystem. The Company is not responsible for the acts or omissions of any Validator or any other third party participating in or interacting with the Network.
  1. No Financial Services
Using Arc, the Testnet or their features or functionalities does not create a financial account, custodial relationship, broker-dealer relationship, fiduciary relationship, advisory relationship, partnership, joint venture, agency or investment relationship between you and the Company. The Company is not acting as a broker, dealer, exchange, money transmitter, money services business, investment adviser, custodian or other regulated financial intermediary, and is not offering financial services or products through access to Arc or Testnet. No statement made by the Company in connection with Arc or the Testnet, and no feature or functionality of Arc or the Testnet, is intended as, or should be construed as, an offer or solicitation to buy or sell any security, commodity, derivative or other financial instrument, or as investment, legal, tax or accounting advice. You are solely responsible for determining whether any digital asset or activity on Arc or the Testnet is appropriate for you, and for the legal and tax characterization of any such asset or activity in your jurisdiction. You further acknowledge and agree that you are not relying on the Company, any Validator, or any of their respective affiliates, personnel, or representatives for any legal, regulatory, tax, economic, technical, investment, or commercial advice, analysis, diligence, or conclusion relating to Arc, the Testnet, any digital asset, or any third-party product or service.
  1. Non-Solicitation and No Professional Advice
You agree and understand that all information provided by the Company is for informational purposes only and should not be construed as legal, financial, or tax advice. You should not take, or refrain from taking, any action based on any information contained therein. You acknowledge that any decision to access, use, rely on, transact on, build on, or otherwise engage with Arc, the Testnet, or any related digital asset, protocol, application, or third-party service is made solely by you and at your sole risk.
  1. Submission of User Content
Certain features may allow for the submission of your own information (“User Content”), and except as expressly provided in these terms, the Company does not acquire any ownership of any intellectual property rights that you hold in the User Content that you submit using the features described in these Terms. By submitting, posting, or displaying User Content under these Terms, (a) you grant the Company and each Validator a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content to facilitate the Company’s provision of its features and functionalities, in each case only in accordance with the Privacy Policy and (b) you grant Arc and Testnet users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of Arc and Testnet. You represent that, before you submit User Content via Arc or Testnet, you have the necessary rights (including any necessary rights acquired from related end users) to grant us the license. You are solely responsible for your User Content and the consequences of posting or publishing User Content. We are under no obligation to monitor, review, edit, or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. We may, however, at any time and without prior notice introduce certain features and functionalities to screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. We may also preserve, access, use, or disclose any User Content or related information where we determine, in our sole discretion, that doing so is appropriate for compliance, security, legal, operational, trust and safety, reputational, or investigatory purposes, and we will have no liability to you arising from any such action. You understand that you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND DO HEREBY WAIVE, ANY LEGAL OR EQUITABLE RIGHT OR REMEDY YOU HAVE OR MAY HAVE AGAINST US AND THE VALIDATORS WITH RESPECT TO USER CONTENT. WE AND EACH VALIDATOR EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate and take additional steps as we determine to be appropriate in our sole discretion. YOU WAIVE AND HOLD HARMLESS THE COMPANY (AND ITS EMPLOYEES, DIRECTORS, AGENTS, AFFILIATES, AND REPRESENTATIVES) AND EACH VALIDATOR FROM AND AGAINST ANY CLAIMS OR LOSSES RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. For clarity, we do not knowingly permit copyright-infringing activities on Arc or the Testnet.
  1. Use of the Company Marks
We may periodically make available certain “Arc” logos, trademarks, or other identifiers for your use as set forth in the Arc Brand Kit (“Arc Marks”). The Arc Brand Kit and Circle Brand Use Policy (“Brand Use Policy”), each as amended by the Company from time to time, are hereby incorporated into these Terms by reference. The Company may, at any time and in its sole discretion, require you to modify, suspend, discontinue, or remove any use of any Arc Mark that the Company determines is misleading, confusing, inaccurate, non-compliant, unlawful, objectionable, or otherwise inconsistent with the Company’s branding, legal, regulatory, or policy requirements, and you agree to comply promptly with any such request. The Company may modify, limit, suspend or revoke your right to use any Arc Mark at any time, in its sole discretion and without prior notice. You agree to use the Arc Marks only in strict accordance with the then-current Arc Brand Kit and the Brand Use Policy, and to immediately discontinue any non-conforming use upon notice from the Company. All rights in the Arc Marks not expressly granted in the Arc Brand Kit or the Brand Use Policy are reserved by the Company, and nothing in these Terms grants you any goodwill or other rights in or to the Arc Marks.
  1. Ownership; Feedback
Arc is a permissionless open source neutral infrastructure. The Company grants you a non-exclusive, limited, revocable, terminable, personal, non-assignable, and non-sublicensable license to access certain features and functionalities on Arc, in strict accordance with these Terms. This license shall expire upon the Company’s sole discretion or your failure to adhere to these Terms. You acknowledge and agree that as between you and the Company, the Company owns all right, title and interest in and to the Arc Marks, and any Arc features and functionalities (and any derivative works or enhancements thereof), including all intellectual property rights therein. You agree not to do anything inconsistent with this Section or these Terms. Any rights not expressly granted herein are withheld. If you submit any comment or idea about improvements to the Network (“Feedback”) to the Company, you acknowledge and agree that your submission was voluntary, unsolicited by the Company, and delivered to the Company without any restrictions or confidentiality obligations on the Company’s use of the Feedback. You hereby grant the Company a perpetual, irrevocable, fully-paid, royalty-free, freely transferable and sublicensable (through multiple tiers) worldwide right and license to use any Feedback that you submit or provide to the Company in any manner or medium and for any purpose, whether or not the submitted Feedback is protectable by intellectual property laws of your or the Company’s related jurisdiction. You agree that the Company has no fiduciary or any other obligation to you in connection with any Feedback that you submit or provide to the Company, and that the Company is free to use, copy, display, perform, distribute, modify and re-format such Feedback in any manner that the Company may determine, without any attribution or compensation to you. Moreover, you acknowledge and agree that the Company has no control or special privileges over the Network and as such may not be able to use or implement your Feedback.
  1. Termination
We may terminate these Terms or introduce certain features and functionalities to suspend or terminate your use of Arc or Testnet (or any portion thereof) at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on certain features or functionalities related to Arc or Testnet. If these Terms or your use of these features or functionalities 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 stored on our servers, and (c) the Company shall not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of your use of Arc, Testnet or for deletion of your information, including information that you may disclose on Arc or Testnet over which Company has no control or special privileges. If your use of certain features or functionalities on Arc or Testnet are terminated or suspended, you agree to continue to be bound by these Terms to the extent such provisions survive termination, including under Section 25 (Survival). For the avoidance of doubt, the Company may, at any time and in its sole discretion, transfer, transition or wind down any of the Company-operated services, infrastructure or other resources used in connection with the Network (including, without limitation, in connection with any transition of the Network to a security council, validator-driven governance, or other third-party governance arrangement), and any such action will not constitute a breach of these Terms or give rise to any claim against the Company.
  1. No Warranties
ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND EACH VALIDATOR SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER THE COMPANY NOR ANY VALIDATOR WARRANTS OR GUARANTEES THAT ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES AND THE INFORMATION AVAILABLE ON ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES: (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. NEITHER THE COMPANY NOR ANY VALIDATOR WARRANTS OR GUARANTEES THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES 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 THAT TRANSACTIONS ON ARC INVOLVE REAL VALUE AND ARE IRREVERSIBLE, THAT TRANSACTION FINALITY IS DETERMINED BY THE UNDERLYING NETWORK AND NETWORK CONDITIONS, AND THAT NEITHER THE COMPANY NOR ANY VALIDATOR CONTROLS, OPERATES, MAINTAINS, VALIDATES, OR GUARANTEES SUCH OUTCOMES AND NEITHER THE COMPANY NOR ANY VALIDATOR HAS SPECIAL PRIVILEGES OVER SAME. NEITHER THE COMPANY NOR ANY VALIDATOR CONTROLS OR OPERATES ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES OR THE THIRD PARTY WALLETS THAT YOU MAY USE TO ACCESS OR ENABLE FEATURES ON ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES. Neither the Company nor any Validator warrants, endorses, guarantees, or assumes responsibility for any products or services advertised or offered by a third party. You also understand and agree that neither the Company nor any Validator controls any products or services offered by third parties building, deploying, integrating or using Arc, Testnet and their features and functionalities. Neither the Company nor any Validator is liable for any losses or issues that may arise from such third-party products or services, including failure to comply with applicable Legal Requirements, the quality and delivery of such products and services, or your satisfaction with any products or services. If you are not satisfied with any goods or services made available by a third party on Arc or Testnet you must handle those issues directly with such third-party. TO THE EXTENT ANY DOCUMENTATION, DEVELOPER TOOL, SAMPLE CODE, REFERENCE IMPLEMENTATION, SUPPORT RESOURCE OR OTHER ANCILLARY MATERIAL THE COMPANY MAKES AVAILABLE IN CONNECTION WITH ARC OR THE TESTNET INCORPORATES OR LEVERAGES ARTIFICIAL INTELLIGENCE FEATURES, YOU ACKNOWLEDGE THAT SUCH ARTIFICIAL INTELLIGENCE SYSTEMS ARE A RAPIDLY EVOLVING FIELD AND THAT, BECAUSE OF THEIR PROBABILISTIC NATURE, SUCH FEATURES MAY PROVIDE INACCURATE, INCOMPLETE OR UNINTENDED OUTPUTS (INCLUDING SO-CALLED HALLUCINATIONS). NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ARE MADE BY THE COMPANY WITH RESPECT TO THE OUTPUTS OF ANY SUCH AI FEATURES, AND YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING AND DETERMINING THE APPROPRIATENESS AND ACCURACY OF ANY SUCH OUTPUT BEFORE RELYING ON OR ACTING ON IT. FOR THE AVOIDANCE OF DOUBT, THE ARC NETWORK PROTOCOL ITSELF, AND THE VALIDATION, ORDERING AND FINALITY OF TRANSACTIONS ON ARC, DO NOT INCORPORATE ARTIFICIAL INTELLIGENCE SYSTEMS.
  1. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ANY VALIDATOR 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 ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES. IN ALL CASES, NEITHER THE COMPANY NOR ANY VALIDATOR WILL BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY VALIDATOR BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES, OR THE INFORMATION CONTAINED THEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY VALIDATOR ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES ON ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF ANY COMPANY-OPERATED INFRASTRUCTURE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO, THROUGH OR DEPLOYED ON ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES BY ANY THIRD PARTY; (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 ARC, TESTNET AND THEIR FEATURES AND FUNCTIONALITIES; (VII) ANY ACT, OMISSION, DECISION OR TRANSACTION OF ANY VALIDATOR, AI AGENT OR OTHER THIRD PARTY ON OR IN CONNECTION WITH ARC OR THE TESTNET, INCLUDING ANY TRANSACTION ORDERING, INCLUSION, EXCLUSION OR CENSORSHIP, ANY MAXIMAL EXTRACTABLE VALUE OR SIMILAR ACTIVITY, OR ANY FORK, VALIDATOR-LEVEL DECISION OR PROTOCOL-LEVEL EVENT; OR (VIII) ANY AIRDROP, REWARD, INCENTIVE, FEE OR OTHER VALUE THAT YOU MAY HAVE EXPECTED OR HOPED TO RECEIVE. WITHOUT LIMITING THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY FOR ANY LOSSES RESULTING FROM: (a) TRANSACTIONS THAT ARE IRREVERSIBLE, FINAL, OR NOT CONFIRMED; (b) ERRORS IN TRANSACTION DETAILS (INCLUDING ADDRESSES OR AMOUNTS) SUBMITTED BY YOU; (c) UNAUTHORIZED ACCESS TO YOUR WALLETS, PRIVATE KEYS, OR CREDENTIALS; (d) NETWORK FAILURES, CONGESTION, FORKS, OR PROTOCOL-LEVEL EVENTS; OR (e) THE LOSS, THEFT, OR INACCESSIBILITY OF DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DOES NOT HAVE THE ABILITY TO REVERSE TRANSACTIONS, RECOVER DIGITAL ASSETS, RECOVER PRIVATE KEYS OR MODIFY OR DELETE DATA RECORDED ON ARC. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE TOTAL LIABILITY OF THE COMPANY AND ITS AFFILIATES, EACH VALIDATOR, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND LICENSORS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, ARC OR THE TESTNET IS LIMITED TO THE GREATER OF (X) THE GAS FEES (IF ANY) PAID BY YOU TO THE COMPANY (BUT NOT TO ANY VALIDATOR) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY AND (Y) $100, IN EACH CASE IN THE AGGREGATE FOR ALL CLAIMS OF EVERY KIND. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE COMPANY OR VALIDATOR 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.
  1. Indemnity
You will indemnify, defend, and hold us and each Validator (solely in its capacity as a Validator as defined in Section 2) (and our and their respective officers, employees, directors, agents, affiliates, licensors, contractors, successors and assigns and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees and costs of investigation) 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 policies; (b) your wrongful or improper use of Arc, Testnet and their features and functionalities; (c) your violation of any third-party right, including any right of privacy, publicity rights or intellectual property rights; (d) any transaction initiated by you, or by any AI Agent or other automated system acting on your behalf or using your credentials, access rights, or permissions, including errors, failures, or unintended consequences; (e) your violation of any Legal Requirement of the United States or any other country, including any Sanctions, Data Protection Laws or anti-money-laundering laws; (f) any other party’s access and/or use of Arc, Testnet and their features and functionalities with your password, private key, passkey or other credentials; (g) any User Content submitted, posted or transmitted by you or your AI Agent, or any of your acts or omissions in connection with any digital wallet, private key, validator or third-party service used by you or your AI Agent in connection with Arc or the Testnet; (h) your provision of any Non-Validating Node Services, or any act, omission, or claim of any end user of your Non-Validating Node Services; or (i) your willful misconduct, gross negligence or fraud. The Company or its designees will have the right, but not the obligation, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with the Company’s defense and not to settle any such matter without the Company’s prior written consent.
  1. Third-Party Beneficiary Rights of Validators
Each Validator is an intended third-party beneficiary of, and may enforce directly against you, the provisions of Sections 15 (No Warranties), 16 (Limitation of Liability), 17 (Indemnity) solely to the extent such provisions expressly extend protections to Validators, and solely in such Validator’s capacity as a Validator as defined in Section 2. No other provision of these Terms is intended to, or shall, confer any third-party beneficiary rights on any Validator or any other person or entity. For the avoidance of doubt, nothing in this Section creates any agency, employment, partnership, joint venture, or fiduciary relationship between the Company and any Validator, or imposes on the Company any obligation with respect to any Validator’s exercise or enforcement of such rights.
  1. Modification of Terms
We may amend these Terms or modify certain features or functionalities on Arc, Testnet and their features and functionalities, including any applicable accompanying documentation and guidelines, at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website (each a “Revised Version”). We will update the “Last Updated” date at the top of the Terms to reflect the Revised Version. The Revised Version will be effective immediately as of the time it is posted, but will not apply retroactively. Your continued use of and access to Arc, Testnet and their features and functionalities after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute (as defined in Section 20) that arose before the changes will be governed by the terms of service in place when the Dispute arose. You may not amend these Terms without our prior written consent. Regardless of where you access Arc or the Testnet, you are contracting with the Company. The Company may, in its sole discretion, assign these Terms (and its rights and obligations hereunder) to a successor entity, including any security council, foundation or other governance body that may, in the future, be designated to operate, govern or oversee the Network or any portion thereof; following any such assignment, references in these Terms to “the Company” will be read to refer to the assignee with respect to actions taken by such assignee, and your continued use of Arc or the Testnet thereafter will constitute your acceptance of these Terms as so assigned. The amendment rights of the Company under this Section 19 may be exercised by the Company or, after any such assignment, by such assignee.
  1. ARBITRATION AGREEMENT
Please read this Section 20 (the “Arbitration Agreement”) carefully. It is part of your contract with the Company and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.
  1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and the Company agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of Arc or the Testnet, any communications you receive, any products sold or distributed through Arc or the Testnet, or these Terms and prior versions of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and the Company may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or the Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that were not noticed at the time you first became subject to these Terms but that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.
  2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and the Company. If that occurs, the Company is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and the Company agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and the Company agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate. To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to the Company should be sent by email to arbitration@circle.com. The Notice must include: (1) your name, telephone number, mailing address, email address, and wallet address(es) used to access Arc and/or the Testnet as applicable; (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. The Company will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a representative of the Company).
    The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.
    The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
  3. Waiver of Trial in Front of Judge or Jury. YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 20(a). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
  4. Waiver of Class and Other Non-Individualized Relief. YOU AND THE COMPANY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 20(i). Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section 20(d) are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and the Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts located in the State of Delaware. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated, or litigated in small claims court. This Section 20(d) does not prevent you or the Company from participating in a class-wide or mass settlement of claims.
  5. Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration (defined below), and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and the Company agree that either party shall have the right to finally resolve the Dispute through binding arbitration.
    The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.
    A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, as well as the wallet address(es) used to access Arc and/or the Testnet as applicable; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to the Company should be sent by email to arbitration@circle.com. The Company will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.
    If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).
    Unless you and the Company otherwise agree, or the Batch Arbitration process discussed in Section 20(i) is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the city where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”).
    You and the Company agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
    You and the Company agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.
  6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under Section 20(i) is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
  7. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding Section 20(d), including any claim that all or part of Section 20(d) is unenforceable, illegal, void or voidable, or that Section 20(d) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
  8. Attorneys’ Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or the Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.
  9. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and the Company agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against the Company by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.
    All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by the Company.
    You and the Company agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
    This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.
  10. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to arbitration@circle.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, email address and wallet address(es) used to access Arc and/or the Testnet as applicable, and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or the Company’s rights. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.
  11. Invalidity, Expiration. Except as provided in Section 20(d) if any part or parts of this Arbitration Agreement (other than Section 20(i)) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section 20(i) is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in Wilmington, Delaware. You further agree that any Dispute that you have with the Company as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
  12. Modification. You and we agree that the Company retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted on https://arc.io, and you should check for updates regularly. Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of Arc and/or the Testnet, including the acceptance of products and services offered on Arc or the Testnet following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of these Terms with an arbitration agreement and you did not validly opt out of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. The Company will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
  13. Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to its conflicts-of-law principles, and applicable federal law of the United States. Any arbitration related to any Dispute will be governed by the Federal Arbitration Act, as set forth above.
  1. 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.
  1. Assignment; Change of Control
These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you (whether by operation of law or otherwise) and any attempted transfer or assignment will be null and void. We may freely assign, novate or otherwise transfer these Terms (or any of our rights or obligations hereunder), in whole or in part, without your consent and without notice to you, to (i) any of our affiliates or subsidiaries, (ii) any successor in interest in connection with any merger, acquisition, reorganization, sale of assets or change of control, (iii) any security council, foundation, decentralized autonomous organization, validator-driven governance body or other entity that may, in the future, be designated to operate, govern, oversee or steward the Network or any portion thereof, or (iv) any other person or entity to which we, in our sole discretion, designate, including in connection with any transition of operational, governance or other responsibilities relating to the Network. References in these Terms to “the Company” will, after any such assignment, be read to refer to the assignee with respect to the rights and obligations so assigned, and the Company will have no further liability with respect to any obligation that has been so assigned and assumed by an assignee.
  1. Other Provisions
These Terms and any other applicable terms or policies are a complete statement of the agreement between you and the Company regarding Arc, Testnet and their features and functionalities. If any provision of these Terms is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Terms do not limit any rights that the Company may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Neither the Company nor any of its affiliates shall be liable for any failure or delay in performance under these Terms to the extent caused by any event or circumstance beyond its reasonable control, including any act of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, governmental action or order, change in Legal Requirements, sanctions designation, internet, telecommunications or power failure, denial-of-service or other cyber-attack, smart-contract exploit, blockchain network failure, congestion, fork or protocol-level event, or act or omission of any Validator or other third party. From time to time, we may request you to certify, in writing, that you agree to and adhere to these Terms and all other applicable terms and policies, and the purpose or use of Arc, Testnet and their features and functionalities and related data that you have access to, and that each such purpose or use complies with these Terms and all other applicable terms and policies. All such certifications and attestations must be provided by an authorized representative of yours in writing. For purposes of interpreting this Agreement, unless otherwise specifically stated: (a) the singular includes the plural, and the plural includes the singular; (b) the words “herein”, “hereunder” and “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (c) the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation”; (d) the words “writing” or “written” mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; (e) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement; and (f) the references herein to the parties will refer to their permitted successors and assigns.
  1. Survival
The following sections of these Terms survive and remain in effect in accordance with their terms upon termination of these Terms: 1(e) through 1(u) (inclusive), 5 (AI Agent Access), 6 (Non-Validating Node Operators), 7 (Third-Party Services and Content), 8 (No Agency), 9 (No Financial Services), 10 (Non-Solicitation and No Professional Advice), 11 (Submission of User Content), 12 (Use of the Company Marks), 13 (Ownership; Feedback), 14 (Termination), 15 (No Warranties), 16 (Limitation of Liability), 17 (Indemnity), 19 (Modification of Terms), 20 (Arbitration Agreement), 21 (Governing Law), 22 (Limitation on Time to Initiate a Dispute), 23 (Assignment; Change of Control), 24 (Other Provisions) and 25 (Survival), in each case together with any other provision the survival of which is necessary to give effect to its terms.