Poloniex: User Agreement
Last Revised: July 9, 2019
When this Agreement mentions “Circle,” “we,” “us,” or “our,” it refers to the relevant Circle group entity which is providing the Services. The entity providing Services will generally be determined based on your Country of Residence. Your “Country of Residence” is the jurisdiction associated with your Account as determined by your official identification document and verified residential address.
- If your Country of Residence is the United States, you are contracting with Poloniex, LLC and, solely with respect to certain regulated money-transmission services, Circle Internet Financial, Inc.
- If your Country of Residence is outside of the United States, you are contracting with Poloniex, LLC.
- If you change your Country of Residence, the company you contract with will be determined by your new Country of Residence as specified above, from the date on which your Country of Residence changes.
- All Services relating to the tokenization or redemption of USDC, including the USDC tokenizer web app embedded in Poloniex, are provided by Circle Internet Financial, Inc.
Our Services are not offered to persons who have their registered office or place of residence in China, Germany, Pakistan, Vietnam, the U.S. state of New York or any Restricted Territory as defined in Section 37. To the extent such persons use the Services irrespective of the foregoing, they will be deemed to be subject to the terms of this Agreement.
Note that this Agreement uses the term “Digital Assets” to refer to bitcoin, ethereum or any other digital assets, cryptocurrencies, virtual currencies or tokens that are available for purchase and exchange through Poloniex.
Section 30 of this Agreement governs how this Agreement may be changed over time. The text included in boxes throughout this Agreement is there to help you understand the Agreement but is not part of the Agreement. If after reading this Agreement in its entirety you are still unsure of anything or you have any questions, please feel free to contact Support.
Please print or save a copy of this Agreement for your records.
1. APPLICABLE LAWS AND REGULATIONS
Your conduct on the Poloniex platform is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions.
If your country of residence is based within the European Economic Area (“EEA”), your representative within the EEA for the purposes of the General Data Protection Regulation (EU) 2016/679 (“GDPR”) is Circle Trade Europe Limited. If your Country of Residence is outside of the EEA, provisions related to the GDPR shall not apply to your use of the Services.
You unequivocally agree and understand that by opening an Account and using the Services in any capacity, you shall act in compliance with and be legally bound by this Agreement and all applicable laws and regulations (including without limitation those stated in this Section 1, where applicable), and failure to do so may result in the suspension of your ability to use the Services or the closure of your Account. For the avoidance of doubt, continued use of your Account, and the receipt of all trading fee discounts and rebates, is conditioned on your continued compliance at all times with this Agreement and all applicable laws and regulations.
You must be at least 18 years old and have not previously been suspended or removed from Poloniex to enter into this Agreement. By accessing or using Poloniex, you further represent and warrant that you are not a Restricted Person nor are you a resident of a Restricted Territory (each as defined in Section 37 below).
You represent and warrant that you will not be using Poloniex for any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices, including without limitation those listed under Section 22.
Notwithstanding the foregoing, Circle may determine not to make the Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on the User’s location.
3. REGISTRATION PROCESS; IDENTITY VERIFICATION
When registering your Account, you must provide current, complete, and accurate information for all required elements on the registration page, including your full legal name. You are the only person authorized to use your Account and you may not share your Account credentials with any other person. You also agree to provide us, when registering an Account and on an ongoing basis, with any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including without limitation a copy of your government issued photo ID or evidence of residency such as a lease or utility bill. You permit us to keep a record of such information and authorise us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
In certain circumstances, we may require you to submit additional information about yourself or your business, provide records, and complete other verification steps (such process, “Enhanced Due Diligence”).
You represent and warrant that any and all information provided to us pursuant to this Agreement or otherwise is true, accurate and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible.
From time to time we may be required to request further information regarding your transactions in order to comply with applicable law and regulation and our own policies. Failure to provide such information in a timely fashion may result in the suspension of your ability to use the Services (until you provide such information) or the closure of your Account.
We reserve the right to maintain your account registration information after you close your Account for business and regulatory compliance purposes, subject to applicable law and regulation. For example, we are subject to various AML and CTF regulations which, in a number of jurisdictions, require us to retain certain personal data for a minimum period of five (5) years following the closure of your Account.
4. AML AND CTF COMPLIANCE
Our AML and CTF procedures are guided by all applicable rules and regulations regarding AML and CTF. These standards are designed to prevent the use of the Poloniex platform for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.
5. INITIAL FUNDING; THIRD PARTY TRANSFERS
In order to fund your Account and begin trading, you will need to first procure Digital Assets. One way to obtain Digital Assets is by following the instructions provided by the USDC Services to wire funds from your bank to Poloniex for the purpose of tokenizing those funds into USDC. Other than the USDC Services, Poloniex does not allow Users to exchange Digital Assets directly for fiat currency. You may be able to initiate a deposit of Digital Assets to your Account from a third party that supports purchases of Digital Assets by credit card. Please refer to the “Buy with Card” link in your Account menu for more details.
You may also send Digital Assets you already own to the applicable address provided by Poloniex and wait for the balance to appear in your Account. It is your responsibility to ensure you send the Digital Assets to the correct address provided for that particular Digital Asset, else your funds may never be recovered.
If you send a Digital Asset to a Poloniex address that does not correspond to that exact Digital Asset, such Digital Asset may be lost forever. If you send a Digital Asset from your Poloniex account to an external address that does not correspond to that exact Digital Asset, such Digital Asset may be lost forever. You assume all liability for any losses incurred as a result of sending a Digital Asset to an incorrect address.
You acknowledge and agree that certain Digital Assets have a minimum amount for deposits. Deposits below this may not be visible in your Account. You understand that you will be required to meet minimum deposit amounts in order to trade and to be able to withdraw these funds.
Circle makes no representations or warranties regarding the amount of time that may be required to complete transfer of your Digital Assets from a third party wallet or other source and have said Digital Assets become available in your Account.
When you elect to transfer Digital Assets from your Account to a third party wallet or other location, it is always possible the party administering the new location may reject your transfer or that the transfer may fail due to technical or other issues affecting our platform. You agree that you shall not hold Circle liable for any damages arising from a rejected transfer.
By entering into this Agreement, you agree to receive electronic communications and notifications in accordance with our E-Sign Consent Policy.
Printing and mailing correspondence, disclosures, and account statements takes time and money, so we like to handle these matters electronically.
This Agreement is provided to you and concluded in English. We will communicate with you in English for all matters related to your use of our Services. Where we have provided you with a translation of the English language version of this Agreement, you agree that the translation is provided for your convenience only and that the English language version of the Agreement will govern your use of the Services.
8. SECURITY OF USER INFORMATION
You are responsible for maintaining the confidentiality and security of any and all account names, User IDs, passwords and any other security feature that you use to access the Services. You are responsible for (i) keeping your email address up to date in your Account profile and (ii) maintaining the confidentiality of your User information and the security of your Account, which includes the enabling of all relevant security features. You agree to notify Circle immediately if you become aware of any unauthorized use of the Services or any other breach of security regarding the Services. Circle will not be liable for any loss or damage arising from your failure to protect your Account or your User information.
We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from Circle, you should login to your Account through the Poloniex website (poloniex.com) (the “Site”) or via the App, not by clicking links contained in emails.
We go to great lengths to protect your Account, but we need you to do the same. It is important that you always protect not only your password but also the email account associated with your Account and any device used to access your Account. We strongly advise you to enable two-factor authentication: this offers you greater protection from possible attackers attempting to log in to your Account than password alone and in situations where your email and/or password is compromised by a third party data breach.
9. API USE
Subject to your compliance with this Agreement and any other agreement which may be in place between you and Circle related to your use of the API, Circle hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, to use the API solely for the purposes of trading on Poloniex. You agree to not use the API or data provided through the API for any other commercial purpose. You access and use the API entirely at your own risk, and Circle will not be responsible for any actions you take based on the API.
Circle may, at its sole discretion, set limits on the number of API calls that you can make, for example, to maintain market stability and integrity. You acknowledge and agree that if you exceed these limits, Circle may moderate your activity or cease offering you access to the API (or any other API offered by the Circle group), each in its sole discretion. Circle may immediately suspend or terminate your access to the API without notice if it believes you are in violation of the terms of this Agreement (including, without limitation, Section 22) or any other agreement which may be in place between you and Circle related to your use of the API.
10. USDC TOKENIZER SERVICE
Regardless of your Country of Residence, the functionality to request tokenization or redemption of USDC (including the USDC tokenizer web app embedded in Poloniex, the “USDC Services”) is provided by, and USDC you receive from the USDC Services will be issued by, Circle Internet Financial, Inc. By using any of the USDC Services, you agree that you have read, understood and accepted all of the terms and conditions contained in the Circle USDC User Agreement (“USDC Terms”), found here. Circle reserves the right to change the USDC tokenization, redemption, conversion, storage, and velocity limits on your Account as we deem necessary. We may establish individual or aggregate transaction limits on the size or number of tokenizations or redemptions you make during any specified time period.
Right to Change/Remove Features or Suspend/Delay Transactions. We reserve the right to change, suspend, or discontinue any aspect of the USDC Services at any time, including hours of operation or availability of any feature, without notice and without liability. We may decline to process any tokenization or redemption without prior notice and may limit or suspend your use of one or more USDC Services at any time, in our sole discretion. Suspension of your use of any of the USDC Services will not affect your rights and obligations pursuant to this Agreement or the USDC Terms. We may, in our sole discretion, delay tokenizations or redemptions if we believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of this Agreement or the USDC Terms.
Currency conversion. All tokenizations of U.S. Dollars will be credited in USDC to your Account based on a rate of one (1) USDC per one U.S. Dollar ($1). If you wire funds to Circle to complete a tokenization of U.S. Dollars into USDC, you should denominate your wire transfer in U.S. Dollars. If you transmit your wire in a currency other than U.S. Dollars, Circle’s banking partners will convert such funds to U.S. Dollars at such bank’s then applicable conversion rate and may charge additional fees for completing such currency conversion. Your Account will then be credited with an amount of USDC equal to the amount of U.S. Dollars that results following such currency conversion and deduction of any fees charged for such currency conversion. Circle is not responsible for any processing delays that may result in connection with completing such currency conversion. Additionally, Circle’s banking partners may not support all non-U.S. Dollar currencies, and may be forced to reject or return a wire received in a non-supported currency. Note that your Account only supports USDC amounts out to two decimal places, so all USDC amounts will be rounded down to two decimal places.
Transactions Irreversible. Once a transaction has been initiated by the USDC Services, it cannot be reversed. Except as set forth in the USDC Terms, all transactions processed through the USDC Services are non-refundable. You may have additional refund or chargeback rights under your agreement with the recipient of such funds, your bank, or applicable law. You should periodically review statements from your bank, which should reflect all applicable transactions made using that payment method. You can also access the record of your transactions by logging into your Account.
Insufficient Funds. If a payment made to tokenize U.S. Dollars for USDC is reversed by your bank or Circle’s banking partners after a tokenization of U.S. Dollars for USDC is completed, then Circle reserves the right to (i) retroactively cancel such tokenization of U.S. Dollars for USDC and deduct such USDC from your Account, (ii) deduct such amounts from future tokenizations to your Account or otherwise received into your Account, (iii) suspend your Account and access to the USDC Services until resolved, (iv) if you maintain more than one Account, set off the negative amount of USDC in one Account by applying the amount of USDC you hold in your other Account(s) against the negative amount, and (v) pursue legal action or any other means of recovery legally available. To secure your performance of this Agreement, you grant to Circle the right to (a) block transfers of USDC from your account, including any non-USDC account, (b) set off any fees or other amounts owed by you against funds Circle holds on your behalf.
In the event that Circle is forced to engage a third party to assist with the recovery of any funds owed by you to Circle, you will be charged any fees or expenses that are incurred by Circle in connection with such recovery efforts, including, but not limited to, collection fees, legal fees or convenience fees charged by third parties. You hereby explicitly agree that all communication in relation to a funds owed by you to Circle or a delinquent account will be made by electronic mail or phone. Such communication may be made by Circle or by any third party acting on its behalf, including but not limited to a third-party collection agent. Note that if Circle is forced to engage such third parties in connection with recovering amounts that you owe Circle, your credit may be negatively impacted.
11. ACCOUNT SUSPENSION & CLOSURE
We may, in our sole and absolute discretion, without liability to you or any third party, refuse to let you open an Account, suspend your Account, consolidate Accounts if you have more than one or terminate your Account or your use of one or more of the Services. Such actions may be taken as a result of a number of factors, including without limitation account inactivity, failure to respond to customer support requests, failure to positively identify you, a court order or your violation of the terms of this Agreement (including without limitation Section 22). Circle may also temporarily suspend access to your Account in the event that a technical problem causes system outage or Account errors until the problem is resolved.
You may terminate this Agreement at any time by closing your Account in accordance with this Agreement. In order to do so, you should contact Support who will assist you in closing your Account. You should also contact Support if you are seeking to close an Account on behalf of a deceased User. You may not close an Account if Circle determines, in its sole discretion, that such closure is being performed in an effort to evade a legal or regulatory investigation or avoid paying any amounts otherwise due to Circle.
We encourage you to withdraw any remaining balance of Digital Assets prior to issuing a request to close your Account. We will be unable to close your Account at your request unless you have withdrawn your remaining balance of Digital Assets. We reserve the right to restrict or refuse to permit withdrawals from your Account if (i) your Account has otherwise been suspended or closed by Circle in accordance with this Agreement; (ii) to do so would be prohibited by law or a court order or we have determined that the Digital Assets were obtained fraudulently; or (iii) you have not undergone the required identity verification procedure such that your identity has been verified, as indicated by your Account.
You can check whether or not your Account has been verified by reviewing your verification status under the “My Profile” section of your Account.
Upon closure or suspension of your Account, you authorize Circle to cancel or suspend pending transactions.
In the event that you or Circle terminates this Agreement or your access to the Services, or deactivates or cancels your Account, you remain liable for all activity conducted with or in connection with your Account while it was open and for all amounts due hereunder.
12. RISK DISCLOSURES
The following list of risks associated with Digital Assets and the Services is not exhaustive.
Circle provides an execution-only service and does not advise on the merits of any particular transactions, trading risk or their tax consequences, and Circle does not provide any other financial, investment or legal advice in connection with the Services. To the extent that we or our representatives do provide trading recommendations, market commentary, or any other information, the act of doing so is incidental to your relationship with us and such information may not be considered as investment or financial advice and should not be construed as such. Any decision to buy or sell Digital Assets is the User’s decision and Circle will not be liable for any loss suffered.
You accept the risk of trading Digital Assets. In entering into any transaction on Poloniex, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the transaction and the underlying Digital Asset. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction or any underlying Digital Asset.
Digital Assets and transfers
Trading Digital Assets can be extremely risky. Each Digital Asset has unique features that make it more or less likely to fluctuate in value. In addition, factors beyond Circle’s control may affect market liquidity for a particular Digital Asset, such as regulatory activity, market manipulation, or unexplainable price volatility. Blockchain networks may go offline as a result of bugs, Forks (defined below), or a number of other unforeseeable reasons. As a general matter, we advise Users with limited trading experience and low risk tolerance not to engage in active trading. Speculating on the value of Digital Assets is high risk and Users should never trade more than they can afford to lose.
Understanding Digital Assets requires advanced technical knowledge. Digital Assets are often described in exceedingly technical language that requires a comprehensive understanding of applied cryptography and computer science in order to appreciate inherent risks. Listing of a Digital Asset on Poloniex does not indicate approval or disapproval of the underlying technology regarding any Digital Asset and should not be used as a substitute for your own understanding of the risks specific to each Digital Asset. We give you no warranty as to the suitability of the Digital Asset traded under this Agreement and assume no fiduciary duty in our relations with you.
Users accept all consequences of sending Digital Assets to an address off our platform. Digital Asset transactions may not be reversible. Once you send Digital Assets to an address, you accept the risk that you may lose access to your Digital Assets indefinitely. For example, an address may have been entered incorrectly and the true owner of the address may never be discovered, or an address may belong to an entity that will not return your Digital Assets, or an address belongs to an entity that may return your Digital Assets but first requires action on your part, such as verification of your identity.
Supply and value of Digital Assets
The ability for you to purchase Digital Assets using Poloniex is contingent on there being a counterparty willing to sell the same Digital Asset, which is outside of Circle’s control. Circle makes no promises as to the timing or availability of the ability to purchase Digital Assets via the platform.
The value of Digital Assets may be derived from the continued willingness of market participants to exchange Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear.
You acknowledge and agree that Digital Assets and/or Poloniex features available in one jurisdiction may not be available for trading or to access, as applicable, in another.
Software protocols and operational challenges
The software protocols that underlie Digital Assets are typically open source projects, which means that (i) the development and control of such Digital Assets is outside of Circle’s control and (ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability or value of a given Digital Asset.
You are aware of and accept the risk of operational challenges. Poloniex may experience sophisticated cyber attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Services. You understand that the Services may experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold Circle accountable for any related losses.
You are responsible for complying with applicable law. You agree that Circle is not responsible for determining whether or which laws may apply to your transactions, including tax law. You are solely responsible for reporting and paying any taxes arising from your use of the Services.
Legislative and regulatory changes
Legislative and regulatory changes or actions at the state, federal, national or international level may adversely affect the use, transfer, exchange, and value of Digital Assets.
No deposit protection
Digital Assets held in your Account are not subject to deposit insurance protection, including without limitation, where your Country of Residence is (i) the United States, Federal Deposit Insurance Corporation insurance or Securities Investor Protection Corporation protections; or (ii) outside of the United States, any equivalent scheme.
Certain Digital Assets are built on protocols that support staking. If you hold these Digital Assets in your Account, Circle may stake these Digital Assets on your behalf. Staking subjects your Digital Assets to additional risks. Circle is not responsible for losses you may incur related to staking.
13. FORKS & ADVANCED PROTOCOLS
As a result of the decentralized and open source nature of Digital Assets it is possible that sudden, unexpected, or controversial changes (“Forks”) can be made to any Digital Asset that may change the usability, functions, value or even name of a given Digital Asset. Such Forks may result in multiple versions of a Digital Asset and could lead to the dominance of one or more such versions of a Digital Asset (each a “Dominant Digital Asset”) and the partial or total abandonment or loss of value of any other versions of such Digital Asset (each a “Non-Dominant Digital Asset”).
Circle is under no obligation to support a Fork of a Digital Asset that you hold in your Account, whether or not any resulting version of such forked Digital Asset is a Dominant Digital Asset or Non-Dominant Digital Asset or holds value at or following such Fork. If Circle elects, in its sole discretion, to support a Fork of a Digital Asset, it will make a public announcement through its Site and/or the App and/or by notifying customers via email, and shall bear no liability for any real or potential losses that may result based on the decision to support such Fork or the timing of implementation of support. If Circle, in its sole discretion, does not elect to support a Fork of a given Digital Asset, including the determination to support, continue to support, or cease to support any Dominant Digital Asset or Non-Dominant Digital Asset, Circle assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported Fork of a Digital Asset.
Forks of Digital Assets can be frequent, contentious and unpredictable, and therefore cannot be consistently supported on Poloniex. When trading or holding Digital Assets using your Account you should operate under the assumption that Poloniex will never support any Fork of the supported Digital Asset.
Circle also does not generally support any other distributions, dividends, or “airdrops” of Digital Assets to wallet addresses (collectively, “Airdrops”) regardless of whether or not you would have received such Airdrops if you held your Digital Assets outside of Poloniex. Circle may, at its sole discretion, elect to distribute and/or support an Airdrop, but it has no obligation to do so and shall bear no liability to Users for failing to do so. If we do not support an Airdrop, we will not claim such Airdrop for our own benefit (unless it is unavoidable or impractical to avoid based on the means of distribution).
Certain Digital Assets are built to operate on the Ethereum or other protocols or are distributed to holders of Ethereum or other protocols (often referred to as an “Airdrop”) without any action required by the User. As a general rule, Poloniex does not support Forks or Airdrops, but will notify Users if it intends to support a specific Fork, Airdrop, or other distribution or creation of a Digital Asset
Note that in the event of a Fork of a Digital Asset, Circle may be forced to suspend all activities relating to such Digital Asset (including trading, depositing, and withdrawing) on Poloniex for an extended period of time until Circle has determined in its sole discretion that such functionality can be restored (“Downtime”). This Downtime will likely occur immediately upon a Fork of a given Digital Asset, potentially with little to no warning, and during this period of Downtime you will not be able to trade, deposit, or withdraw the Digital Asset subject to such Fork.
14. ATTACKS ON BLOCKCHAIN NETWORKS
Circle does not have any ability to prevent or mitigate attacks on blockchain networks. Circle reserves the right to take the following commercially reasonable actions in the event of an attack: (i) if we are able to confirm that a Digital Asset active on Poloniex been compromised or is under attack, we may immediately halt trading, deposits, and withdrawals for such Digital Asset; (ii) if it is determined that such an attack caused the Digital Asset to greatly decrease in value, we may discontinue trade activity in such Digital Asset entirely. Circle does not have any obligation to engage in activity in relation to attacks on blockchain networks.
Resolutions concerning deposits, withdrawals and User balances for an attacked Digital Asset will be determined on a case-by-case basis by Circle in its sole discretion. Circle makes no representation and does not warrant the safety of Poloniex and you assume all liability for any lost value or stolen property.
15. MARGIN TRADING
This Section 15 applies only to the extent you are permitted to engage in margin trading on the platform. If your Country of Residence is the United States, you should be aware that margin trading is prohibited in your jurisdiction: you should refer to the Site for further details. Circle reserves the right to amend and/or remove margin trading functionality in your Country of Residence. You will receive reasonable advance notice of any such change.
Margin trading on Poloniex is HIGH RISK. As a borrower, you may sustain a total loss of Digital Assets or owe Digital Assets beyond what you have deposited to your Account. The high volatility and substantial risk of illiquidity in markets means that you may not always be able to liquidate your position. You agree to maintain a sufficient amount of Digital Assets at all times to meet Circle’s minimum balance requirements, as such requirements may be modified from time to time. If the value of the assets in your Account falls below the minimum balance requirement or Circle determines, at its sole discretion, that your Account appears to be in danger of defaulting on a loan, Circle may seize and liquidate any or all of your positions and assets on any balance in your Account in order to settle your debt to other Users. If, after your positions and assets are liquidated, your Account still contains insufficient Digital Assets to settle your debts to other Users, you will be responsible for any additional Digital Assets owed. Intentionally defaulting on a loan may result in Circle reporting your activities to authorities and/or in legal prosecution.
Circle may, in its sole discretion, perform measures to mitigate potential losses to you on your behalf, including, but not limited to, transferring balances from your margin to your exchange Account and/or from your exchange to your margin Account if, prior to any such transfer, any of your margin balance is a Digital Asset that Circle plans to delist from Poloniex in accordance with Section 23.
When you lend Digital Assets to other Users, you risk the loss of an unpaid principal if the borrower defaults on a loan and liquidation of the borrower’s Account fails to raise sufficient Digital Assets to cover the borrower’s debt. Although Circle takes several precautions to prevent borrowing Users from defaulting on loans, the high volatility and substantial risk of illiquidity in markets means that Circle cannot make any guarantees to any Users using the Services against default.
Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, if there is insufficient liquidity in the market or due to technical issues on our platform. Placing contingent orders, such as “stop-loss” or “stop-limit” orders, will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such orders. The use of leverage can work against you as well as for you and can lead to large losses as well as gains. All Users understand that the technology underlying Digital Assets is subject to change at any time, and such changes may affect your assets stored on our platform. You claim full responsibility for monitoring such technological changes and understanding their consequences for your Digital Assets. Users conduct all trading, margin trading, lending, and/or borrowing on their own account and Circle does not take any responsibility for any loss or damage incurred as a result of your use of any Services or your failure to understand the risks involved associated with Digital Assets use generally or your use of our Services.
16. RIGHT TO CHANGE OR REMOVE FEATURES AND SUSPEND OR DELAY TRANSACTIONS
We reserve the right to change, suspend, or discontinue any aspect of the Services at any time and in any jurisdiction, including hours of operation or availability of any feature, without notice and without liability. We may decline to process any order and may limit or suspend your use of one or more Services at any time, in our sole discretion. Suspension of your use of any of the Services will not affect your rights and obligations pursuant to this Agreement. We may, in our sole discretion, decline to process orders if (i) we believe the transaction is suspicious; (ii) the transaction may involve fraud or misconduct; (iii) it violates applicable laws; or (vi) it violates the terms of this Agreement. Where permitted by law, we will notify you by the end of the business day if we have suspended processing your orders and, if possible, provide our reasons for doing so and anything you can do to correct any errors leading to the stoppage.
In consideration for the use of the Services, you agree to pay to Circle the fees for completed trades, as set forth in our fee schedule displayed on the Site (“Fee Schedule”) , which Circle may revise or update in its sole discretion from time to time. On request, Circle may make available an alternative fee schedule (“Alternative Fee Schedule”) to Users who satisfy certain criteria (such as in relation to trading volume), which are determined by Circle in its sole discretion from time to time. You authorize Circle to deduct any applicable fees from your Account at the time you make a given transaction. Changes to the fee schedule or Alternative Fee Schedule are effective as of the date set forth in any revision and will apply prospectively from that date forward.
You agree at all times to maintain a sufficient balance in your Account to meet any relevant withdrawal fees. We reserve the right to refuse to facilitate withdrawals of Digital Assets which fall below any applicable withdrawal fee.
Poloniex does not, as a general rule, participate in promotions without an official pronouncement, either on the Site, the App or elsewhere. You shall obtain prior written approval prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to Poloniex.
19. COPYRIGHT INFRINGEMENT
If you believe anything on the Site or on the App infringes upon any copyright which you own or control, you may file a notification of such infringement with our designated agent as set forth below.
Poloniex, LLC PO Box 51806 Boston, MA 02205 Attn: Copyright Agent
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
20. FINCEN REGISTRATION
Poloniex, LLC is registered with the Financial Crimes Enforcement Network (“FinCEN”) as a Money Services Business (“MSB”), registration number 31000091844018. Circle Internet Financial, Inc. is also registered with FinCEN as a MSB, registration number 31000110033860. Circle may be required to file details of Account activity to FinCEN from time to time. Circle may also be required to provide information to government agencies as required by law to other state or federal agencies.
21. COPYRIGHT OF FEEDBACK MATERIALS
You acknowledge and agree that any materials, including without limitation questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or commentary you provide on our platform or one of our social media accounts, regarding Circle or the Services (collectively, “Feedback”) that are provided by you, whether by email, posting to the Site, provided via the App or otherwise, are non-confidential and will become the sole property of Circle. Circle will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
22. RESTRICTED ACTIVITIES
In connection with your use of the Services, you will not:
- violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;
- provide false, inaccurate, incomplete or misleading information;
- infringe upon Circle's or any third party's copyright, patent, trademark, or intellectual property rights;
- engage in any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices;
- distribute unsolicited or unauthorized advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;
- use a web crawler or similar technique to access our Services or to extract data;
- reverse engineer or disassemble any aspect of the Site, the API, the App or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;
- perform any vulnerability, penetration or similar testing on the API;
- take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;
- transmit or upload any material to the Site or the App that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
- otherwise attempt to gain unauthorized access to or use of the Site, the API, the App, other Poloniex Accounts, computer systems or networks connected to the Site or the App, through password mining or any other means;
- transfer any rights granted to you under this Agreement;
- engage in any other activity which, in Circle's reasonable opinion, amounts to or may amount to market abuse including without limitation the carrying out of fictitious transactions or wash trades, front running or engaging in disorderly market conduct; or
- engage in any behavior which is unlawful, violates this Agreement or is otherwise deemed unacceptable by Circle in its sole discretion.
23. ELECTRONIC TRADING TERMS
We may delist a Digital Asset at any time in its sole discretion based on a number of factors, one of which may include changes in a given Digital Asset’s characteristics after we have listed the Digital Asset on Poloniex.
A transaction on Poloniex may fail for several reasons, including without limitation to change in seller prices, insufficient margin, or unanticipated technical difficulties. We make no representation or warrant that any transaction will be executed properly. We are under no circumstances liable for any loss or injury suffered by a failure of a transaction to complete properly or in a timely manner. Further, we are in no way responsible for notifying you of a transaction failure, although you are able to see any such failures on the Site. You have full responsibility to determine and inquire into the failure of any transaction which you initiate.
In the event that you receive any data, information, or software through our Services other than that which you are entitled to receive pursuant to this Agreement, you will immediately notify us and will not use, in any way whatsoever, such data, information or software. If you request a withdrawal of Digital Assets and we cannot comply with it without closing some part of your open positions, we will not comply with the request until you have closed sufficient positions to allow you to make the withdrawal. We may refuse to execute a trade, impose trade amount limits or restrictions at any time in its sole discretion without notice. Specifically, we reserve the right to refuse to process, or the right to cancel or reverse, any transaction or not provide access to a User’s deposit address on the Poloniex where it suspects the transaction involves money laundering, terrorist financing, fraud, or any other type of crime or if we suspect the transaction relates to a prohibited use as stated in this Agreement, including transactions involving the opening of an Account and subsequent closure without any actual trading occurring. Poloniex provides deposit Accounts to enable trading using the Services and does not allow Users to use such Accounts as a web wallet or address changing service. We reserve the right to halt deposit activity at our sole discretion. While Circle may in its discretion reverse a trade, a User may not change, withdraw, or cancel its authorization to make a transaction, except with respect to partially filled orders.
We may correct, reverse, or cancel any trade impacted by an error in processing your purchase or otherwise. Your remedy in the event of an error will be limited. You may seek to cancel your order or obtain a refund of any amounts charged to you, although we cannot guarantee such cancellations or refunds will always be possible.
We provide Users with a platform that allows their orders to be matched with the orders of other Users. Orders may be partially filled or may be filled by a number of orders, depending on the trading activity at the time an order is placed. Circle’s relationship with you under this Agreement is as a trading platform provider only and does not act as principal or counterparty with respect to trades entered into on the platform. Notwithstanding the foregoing, (i) Circle may act as a counterparty for limited trades made for the purpose of liquidating fees collected on User trades, and (ii) affiliates of Circle may execute trades on the platform; provided, however, that such affiliates shall not be afforded any priority in trade execution.
The Digital Assets that are available for purchase through the Services may be subject to high or low transaction volume, liquidity, and volatility at any time for potentially extended periods. You acknowledge that while we are using commercially reasonable methods to provide exchange rate information to you through our Services, the exchange rate information we provide may differ from prevailing exchange rates made available by third parties. Similarly, the actual market rate at the time of your trade may be different from the indicated prevailing rate depending on the velocity of trading in the Digital Asset involved in your trade. You agree that you assume all risks and potential losses associated with price fluctuations or differences in actual versus indicated rates.
24. OWNERSHIP OF DIGITAL ASSETS
You hereby represent and warrant to us that any Digital Assets used by you in connection with the Services are either owned by you or that you are validly authorized to carry out transactions using such Digital Assets and that all transactions initiated with your Account are for your own Account and not on behalf of any other person or entity. For the avoidance of doubt, Circle does not own any Digital Assets held by Users on the platform.
You will be able to see a record of your transactions via your Account which you may wish to use for the purposes of making any required tax filings or payments. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority. We will make any tax withholdings or filings that we are required by law to make, but we are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.
26. INDEMNIFICATION; RELEASE
You agree to indemnify and hold Circle, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, or your violation of any law or regulation.
For the purpose of this Section 26, the term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section which are the result of the matters set out in this Section 26 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).
“Indemnify” means to compensate someone for the harm or loss they may suffer. If you breach this Agreement or violate the law and it results in Circle facing claims or expenses, you agree to cover those losses.
If you have a dispute with one or more users or third parties, you release Circle (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees, and representatives) from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. If you have a dispute with anyone other than Circle, you release us from liability associated with that dispute.
27. LIMITATION OF LIABILITY; NO WARRANTY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CIRCLE AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES.
We will not be liable for “exemplary damages” (often called punitive damages) or other indirect losses.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND CLOSE YOUR ACCOUNT. THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED. CIRCLE, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CIRCLE MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
We cannot guarantee that our Services will always meet your demands. As we grow we will likely add new services, change certain features and drop old features. We hope you are always happy with our Services, but we cannot contractually guarantee you will be.
Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from jurisdiction to jurisdiction.
28. FORCE MAJEURE
Circle shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.
29. GOVERNING LAW; VENUE AND ARBITRATION
The laws of the Commonwealth of Massachusetts and applicable United States federal law, including the Federal Arbitration Action as specified herein, shall govern this Agreement.
Except for those disputes that shall be resolved in arbitration or in small claims court pursuant to this section, each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Boston, Massachusetts, USA provided that any claims or disputes shall be subject to the arbitration provisions set forth below.
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought, in an individual capacity only, and not on a class-wide or representative basis, in the courts specified above), any dispute between you and Circle related in any way to, or arising in any way from, our Services or this Agreement (“Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the American Arbitration Association (“AAA”) rules for arbitration of consumer-related disputes (available from AAA on its website at www.adr.org), as modified by this Agreement or in accordance with rules on which we may mutually agree; provided, however, that to the extent a Dispute is within the scope of a small claims court’s jurisdiction, either you or Circle may commence an action in small claims court, in the county (or equivalent) of your most recent physical address, to resolve the Dispute.
Any arbitration will be conducted by a single, neutral arbitrator and shall take place in Boston, Massachusetts, USA. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction. You hereby agree that this Agreement evidences a transaction involving interstate commerce, and therefore, the Federal Arbitration Act (“FAA”) applies to this Agreement, including the agreement to arbitrate set forth in this Section 29. We each agree that the FAA, and not state law, shall govern whether a Dispute is subject to arbitration.
We may amend any portion of this Agreement at any time by posting the revised version of this Agreement with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of this Agreement. If the revised Agreement includes a material change we will provide you with prior notice before the material change becomes effective. For this purpose, a “material change” means a significant change other than changes that (i) are to your benefit; (ii) are required to be made to comply with applicable laws and/or regulation; (iii) relates to a new product or service made available to you or (iv) to otherwise clarify an existing term.
As Circle grows and offers new features, products, and services, we will need to make changes to this Agreement. If we make a big change, we’ll let you know by email. You can always tell when this Agreement was last changed by checking the “Last Revised” date at the top of the Agreement.
You may not transfer or assign this Agreement or any rights or obligations you have under this Agreement without our prior written consent or otherwise and any such attempted assignment shall be void. We reserve the right to freely assign or transfer this Agreement and the rights and obligations of this Agreement, to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Services and terminate this Agreement by contacting Support and asking us to close your account.
Upon termination of your account or this Agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.
33. THIRD PARTY APPLICATIONS
If you grant express permission to a third party to connect to your Account, either through the third party’s product or through Poloniex, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold Circle responsible for, and will indemnify Circle from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.
34. SITE; THIRD PARTY CONTENT
Circle strives to provide accurate and reliable information and content on the Site and the App, but such information may not always be correct, complete, or up to date. Circle will update the information on the Site and the App as necessary to provide you with the most up to date information, but you should always independently verify such information. The Site and the App may also contain links to third party websites, applications, events or other materials (“Third Party Content”). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by Circle of any products or services. Circle shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Site, the App or in any Third Party Content.
From time to time we might post helpful links or articles on our Site or provide these via the App, but you should investigate those sources on your own.
35. LIMITED LICENSE; IP RIGHTS
We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the terms and conditions of this Agreement, to access and use the Services solely for approved purposes as determined by Circle. Any other use of the Services is expressly prohibited. Circle and its licensors reserve all rights in the Services and you agree that this Agreement does not grant you any rights in or licenses to the Services except for the limited license set forth above. Except as expressly authorised by Circle, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in whole or in part. If you violate any portion of this Agreement, your permission to access and use the Services may be terminated pursuant to this Agreement. “Poloniex.com”, “Poloniex” and all logos related to the Services are either trademarks, or registered marks of Circle or its licensors. You may not copy, imitate, or use them without Circle’s prior written consent. All right, title, and interest in and to the Site, any content thereon, the Services, the App and all technology and any content created or derived from any of the foregoing is the exclusive property of Circle and its licensors.
We grant you access to use our products and services, but we still own the intellectual property associated with these products and services.
36. UNCLAIMED PROPERTY
If Circle is holding funds in your Account, and Circle is unable to contact you and has no record of your use of the Services for a prolonged period of time, applicable law may require Circle to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, Circle will try to locate you at the address shown in our records, but if Circle is unable to locate you, it may be required to deliver any such funds to the applicable jurisdiction as unclaimed property. Circle reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
If you haven’t logged into your Account for a prolonged period of time and we are unable to get in touch with you, we may be obligated under law to consider your account abandoned and we might then be required to transfer your account balance to a body designated by law.
37. LEGAL COMPLIANCE
The Services are subject to all applicable export control restrictions, and, by using the Services, you represent that your actions are not in violation of such export control restrictions. Without limiting the foregoing, you may not use the Services if (i) you are a resident, national or agent of Cuba, Iran, North Korea, Sudan, Syria or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (“Restricted Territories”); (ii) you are a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government or by the European Union (“Restricted Persons”) or (iii) you intend to transact with any Restricted Territories or Restricted Persons.
38. ENTIRE AGREEMENT; THIRD PARTY RIGHTS
The failure of Circle to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.
This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and Circle and other Circle affiliates which each shall be a third party beneficiary of this Agreement, and no other person shall assert any rights as a third party beneficiary hereunder. If some future court judgment deems any particular provision of this Agreement unenforceable, the rest of the Agreement is still valid.
39. QUESTIONS AND CONTACT INFORMATION
We often post outage notices and other relevant Services information on our Twitter account: @poloniex so we advise Users to check this before contacting support.
To contact support, go to Support and open a ticket. Please provide all relevant information, including your Poloniex username and transaction IDs of any related deposits. Although we make no representations or provide no warranties about the speed of response, we will get back to you as soon as possible.