ACH Payment Terms of Use

Revised: May 12, 2022

Celsius Network LLC and its affiliates (collectively, “we,” “our,” “us,” or ”Celsius,”) provide the following ACH Payment Terms of Use applicable to your use of Celsius’ ACH payment service detailed herein. These ACH Payment Terms of Use apply in addition to Celsius’ Terms of Use (the “Celsius Terms of Use”), which govern all use of Celsius’ services. Unless explicitly stated herein, nothing in these Terms modifies or overrides any part of Celsius Terms of Use. To the extent that the ACH Payment Terms of Use conflict with the Celsius Terms of Use, the ACH Payment Terms of Use shall control to the extent of such conflict. Any capitalized terms used but not defined herein shall have the meaning ascribed to them in Celsius Terms of Use.

IMPORTANT NOTE: AS FURTHER DETAILED BELOW, BY USING CELSIUS’ ACH PAYMENT SERVICE VIA CELSIUS’ WEBSITE OR MOBILE APPLICATION, YOU AGREE TO: (A) THE TERMS HEREOF; (B) THE CIRCLE USDC TERMS, WHICH CAN BE FOUND HERE; AND (C) THE PLAID END USER SERVICE AGREEMENT (US), WHICH CAN BE FOUND HERE. AS DETAILED BELOW.

1. Introduction

The automated clearing house (“ACH”) payment service allows you to purchase USDC (as defined in the Circle USDC Terms) stablecoin by making a payment directly from your bank account at a financial institution based in the United States. Whenever you choose to purchase USDC by using the ACH payment service, you are authorizing Celsius (or its affiliates, partners, agents, or vendors) to debit your US bank account for the amount of USDC you elect to purchase and transfer to your Celsius Account. Once this payment settles, the USDC equivalent of your Fiat payment will be credited into your Celsius Account.

Celsius utilizes the services of Plaid Inc. (“Plaid”) in order to establish the initial connection between Celsius and your selected US bank. Plaid is a financial technology company that provides a service that enables users to verify and link their bank account with the Celsius payment service. Once your bank account is verified and linked with Celsius, you can request the transfer of Fiat from that bank account to Celsius in exchange for purchasing USDC which is subsequently credited by Celsius to your Celsius Account. By using the ACH payment service described above, you agree to Plaid’s End User Services Agreement (US), which can be found here. PLEASE NOTE, IF YOU WISH TO DELETE YOUR US BANK ACCOUNT INFORMATION, DELETING SUCH INFORMATION ON YOUR CELSIUS ACCOUNT WILL ONLY DELETE THAT INFORMATION FROM THE CELSIUS’ DATABASE. YOU WILL ALSO NEED TO DELETE YOUR US BANK ACCOUNT INFORMATION DIRECTLY WITH PLAID. TO DELETE YOUR ACCOUNT INFORMATION WITH PLAID, PLEASE CLICK HERE.

Each Fiat transfer request initiated by you is processed through the ACH network by Circle Internet Financial Limited (“Circle”). Circle is a financial technology firm that enables businesses of all sizes to harness the power of digital currencies and public blockchains for payments, commerce and financial applications worldwide. In this capacity, Circle will process your ACH requests to purchase USDC. By using the ACH payment service described above, you agree to the Circle USDC Terms, which can be found here.

A purchase of USDC via the Celsius ACH payment service may take up to 5 business days from its initiation for your payment to settle. During this time, you will see the purchase transaction in your Celsius Account transaction history with a “pending” status, which means the purchased USDC will not be available for use with other Celsius Services, or for withdrawal from your Celsius Account. After the ACH payment is settled, Celsius will remove the “pending” status from the transaction line and will add the purchased USDC to your Celsius Account balance. For 5 business days from the date of settlement of each such USDC transfer (“Lock Up Period”), based on the Celsius Services available to you, and in accordance with and subject to the applicable Celsius Terms of Use, you will be able to use the purchased USDC for certain available Celsius Services, but you will not be able to withdraw the USDC from your Celsius Account. Following the Lock Up Period, you will be able to use such USDC with all Celsius Services available to you and to withdraw such USDC from your Celsius Account.

2. Fees

At Celsius, we believe in always acting in the best interest of our customers. Accordingly, Celsius currently does not charge fees from its customers for using the ACH payment service. However, please note the following:

(i) Your financial institution may charge you fees for initiating an ACH transfer. Please note that Celsius is not responsible for any such fees charged by your financial institution.

(ii) It is your responsibility to ensure that the bank account from which you initiate an ACH transfer has sufficient funds to cover that ACH transaction being initiated in connection with your use of the Celsius payment service. You understand and acknowledge that Celsius may be charged fees and/or penalties for any failed ACH transaction attempt, and agree to reimburse us for any such fees and/or penalties incurred by Celsius. You further agree that Celsius may, in its sole discretion, collect any such reimbursement from any Digital Asset reflected in your Celsius Account. We will attempt to communicate the collection of any such reimbursement for fees and/or penalties to you prior to or simultaneously therewith, but we shall have no obligation to do so, and you authorize us to collect any such reimbursement without notice to you. Current expected fees that will be passed through to you are estimated to be $10.00 for a returned/disputed transaction and $50.00 for a fraud claim, although these fees may vary, change, or increase without prior notice to you. Should ACH payment transactions initiated from your Celsius Account fail 3 or more times, Celsius reserves the right, in its sole discretion and without notice, to temporarily suspend your Celsius Account pending further investigation, or to close your Celsius Account altogether, and Celsius shall not be responsible or liable in any manner for any costs, fees, penalties, or other damages incurred by you in connection therewith.

3. ACH Limits

Celsius may from time to time and in its sole discretion, impose limits on the ACH payment service. Celsius may impose various types of limits on the ACH payment service based on, among other things, the jurisdiction in which you reside, accredited investor status, Celsius loyalty tier, KYC verification tier, or any other consideration Celsius may find appropriate in its sole discretion, including without limitation, your history of successful or failed ACH payment transactions initiated by you. Your financial institution may have different ACH related limits that are more restrictive. Please confirm any such applicable limits directly with your financial institution.

4. Compliance and Warranty

By using the ACH payment service, you agree to comply with the rules, guidelines and bylaws of the National Automated Clearing House Association (“NACHA”), which may be found on NACHA’s website, and all other applicable laws and regulations related to your use of the ACH network (as may be amended from time to time), all of which shall be deemed part of (and included in) these ACH Payment Terms of Use.

You warrant to Celsius, as an originator of entries made under the NACHA rules, guidelines and bylaws, that no entry delivered to Celsius will cause Celsius or any of its affiliates, partners, agents, or vendors to be in violation of any regulation or sanction administered by the federal or state government or otherwise cause Celsius or any of its affiliates, partners, agents, or vendors to be in violation of any federal or state law.

5. Privacy and Data Protection

The ACH payment service may involve collection and processing of personal data, and is subject to Celsius’ Privacy Policy which is available here. By using the ACH payment service, you consent to the processing of your personal data in order to facilitate the ACH payment service.

6. General

In the event of a market disruption or Force Majeure event, Celsius may suspend access to the ACH payment service and/or prevent you from completing any actions via the ACH payment services. “Force Majeure” means any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, pandemic, breakage or accident to machinery or equipment or any other cause or causes beyond Celsius’ reasonable control.

You agree to accept all disclosures and other communications between you and us on Celsius’ website or mobile application or at the email address associated with your Celsius Account.

Celsius, in its sole discretion, may refuse, limit, suspend or discontinue the ACH payment service to anyone or any user without notice for any reason at any time, and Celsius will have no responsibility or liability in any manner with respect to such refusal.

7. Changes

Celsius may choose to add, remove, change, modify or impose any additional limits or passthrough fees charged to Celsius by related third parties as they relate to the ACH payment service, as well as amend and revise these ACH Payment Terms of Use, in its sole discretion and without providing prior notice, unless such notice is required under applicable law.

If any provision of and/or change to these ACH Payment Terms of Use is found to be invalid, void, or for any reason unenforceable, such provision or change is severable and shall not affect the validity and enforceability of any other provisions or changes or the remainder of these ACH Payment Terms of Use. We reserve the right to assign and/or subcontract any of our rights or obligations under these ACH Payment Terms of Use.

YOUR CONTINUED USE OF THE ACH PAYMENT SERVICE FOLLOWING ANY CHANGE OR MODIFICATION TO THESE ACH PAYMENT TERMS OF USE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.