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Investor Agreement

Last updated: September 10, 2025

1. Introduction and Acceptance

This Investor Agreement ("Agreement") is entered into between CRCLE Inc. ("CRCLE," "we," "us," or "our") and you ("Investor," "you," or "your") and governs your use of the CRCLE platform for investment purposes.

By creating an investor account or making any investment through the CRCLE platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement, our Terms of Service, and our Privacy Policy.

2. Investor Eligibility and Representations

By using the CRCLE platform as an Investor, you represent and warrant that:

  • You are at least 18 years of age and have the legal capacity to enter into this Agreement.
  • You have provided accurate, complete, and current information during the registration process.
  • You will comply with all applicable federal, state, and local laws and regulations in connection with your use of the platform.
  • You understand the risks associated with investing in crcle Bonds and other debt instruments.
  • You have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of investments.

3. Know Your Customer (KYC) and Anti-Money Laundering (AML)

To comply with applicable laws and regulations, we are required to verify your identity before you can make investments through our platform. You agree to:

  • Provide all requested identification documents and information
  • Submit to identity verification procedures, which may include:
    • Government-issued photo identification
    • Proof of address
    • Social Security Number or Tax Identification Number
    • Bank account verification
  • Promptly update any changes to your personal information
  • Cooperate with any additional verification procedures we may require

4. Investment Process and Terms

Investment Commitments

When you commit to invest in a mini-bond offering:

  • Your commitment is binding and cannot be canceled except as required by law
  • Funds will be held in escrow until the offering closes or is canceled
  • If the offering does not reach its minimum funding target, your funds will be returned
  • You will receive a confirmation of your investment upon successful closing

Payment Methods

We accept investments through various payment methods, including:

  • ACH bank transfers
  • Wire transfers
  • Other methods as we may make available

5. Investment Risks and Disclaimers

IMPORTANT: All investments involve risk. By investing through CRCLE, you acknowledge and accept the following risks:

  • Loss of Capital: You may lose some or all of your invested capital.
  • Illiquidity: Mini-bonds are generally illiquid investments and cannot be easily sold or transferred.
  • Default Risk: Issuers may default on their payment obligations.
  • No Guarantee: CRCLE does not guarantee the performance of any investment or the creditworthiness of any Issuer.
  • Limited Information: You may have access to limited information about Issuers compared to public companies.
  • No FDIC Insurance: Investments are not bank deposits and are not insured by the FDIC or any other government agency.

6. Investor Rights and Obligations

Your Rights

As an Investor, you have the right to:

  • Access information about offerings as provided by Issuers
  • Receive interest payments and principal repayment according to the terms of your investments
  • Access your account information and investment history
  • Receive notices of material changes affecting your investments
  • Contact Issuers through the platform regarding your investments

Your Obligations

As an Investor, you agree to:

  • Conduct your own due diligence before making any investment
  • Only invest funds that you can afford to lose
  • Maintain the confidentiality of your account credentials
  • Promptly notify us of any unauthorized use of your account
  • Pay any applicable taxes on investment income

7. Fees and Costs

CRCLE may charge fees for certain services. Current fee information includes:

  • No fees for opening or maintaining an investor account
  • No fees for investing in crcle Bonds
  • Processing fees may apply for certain payment methods
  • We reserve the right to implement or modify fees with advance notice

8. Tax Considerations

You are solely responsible for determining the tax implications of your investments and for paying any applicable taxes. We will provide necessary tax documentation, such as:

  • Form 1099-INT for interest income
  • Other tax forms as required by law

We recommend consulting with a tax professional regarding the tax treatment of your investments.

9. Communications and Notices

By creating an account, you consent to receive electronic communications from us, including:

  • Investment confirmations and statements
  • Platform updates and changes
  • Marketing communications (which you may opt out of)
  • Legal notices and disclosures

10. Dispute Resolution

Any disputes arising from or relating to this Agreement or your investments shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Boston, Massachusetts.

11. Limitation of Liability

To the maximum extent permitted by law, CRCLE shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from your investments or use of the platform.

12. Indemnification

You agree to indemnify, defend, and hold harmless CRCLE and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from your use of the platform or violation of this Agreement.

13. Modifications to Agreement

We may modify this Agreement at any time. We will notify you of material changes by email or through the platform. Your continued use of the platform after such modifications constitutes your acceptance of the updated Agreement.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

15. Contact Information

If you have any questions about this Investor Agreement, please contact us at:

Email: investors@mycrcle.ai
Phone: 1-800-CRCLE-00 (1-800-272-5300)
Address: 123 Innovation Way, Suite 400, Boston, MA 02110

16. Entire Agreement

This Agreement, together with our Terms of Service and Privacy Policy, constitutes the entire agreement between you and CRCLE regarding your use of the platform as an Investor and supersedes any prior agreements or understandings.