Last updated: March 23, 2014
This User Agreement ("Agreement") is a contract between you ("you," "your" or "user") and Coinbase, Inc. ("Coinbase," "we", "us" or "our") and applies to your use of: (a) the Coinbase website located at coinbase.com, the Coinbase API, and any associated Coinbase-hosted websites or mobile applications (collectively the "Coinbase Site"), and (b) any of the services provided to you by Coinbase (together with the Coinbase Site, the "Coinbase Services").
By accessing or using the Coinbase Services, printing or downloading materials from the Coinbase Site, or otherwise using the Coinbase Site, you agree to comply with and be legally bound by this Agreement. If you do not agree to any of the terms set forth in this Agreement, you may not access or use any of the Coinbase Services.
We may amend or modify this Agreement at any time by posting a revised User Agreement on the Coinbase Site and such changes or modifications shall be effective at such time. By continuing to access or use the Coinbase Services after we have posted a revised Agreement, you agree to be bound by the modified Agreement. In the event that you do not agree to be bound by the modified Agreement, you must cancel your Coinbase Account in the manner described in Section 2.6 below and otherwise cease accessing or using the Coinbase Services. You further agree that we may (a) modify or discontinue any portion of the Coinbase Services, and (b) suspend or terminate your access to the Coinbase Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Coinbase Services, or suspension or termination of your access to the Coinbase Services, except to the extent otherwise expressly set forth herein.
To be eligible to use the Coinbase Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity if you reside in a jurisdiction where the age of majority or contractual capacity is above 18 years of age). By accessing or using the Coinbase Services you represent and warrant that you are 18 or older.
Please note the following risks of using Coinbase Services:
Once submitted to the Bitcoin network, a Bitcoin Transaction (defined in Section 2.3 below) will be unconfirmed for a period of time (usually less than one hour, but up to one day or more) pending sufficient confirmation of the transaction by the Bitcoin network. A transaction is not complete while it is in a pending state. Bitcoins associated with transactions that are in a pending state will be designated accordingly, and will not be included in your Coinbase Account balance or be available to conduct transactions.
The risk of loss in trading or holding Bitcoin can be substantial. You should therefore carefully consider whether trading or holding Bitcoin is suitable for you in light of your financial condition. In considering whether to trade or hold Bitcoin, you should be aware that the price or value of Bitcoin can change rapidly, decrease, and potentially even fall to zero.
Pursuant to Section 8.2 below, you agree that any disputes between you and Coinbase will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.
Your Coinbase account ("Coinbase Account") encompasses the following Coinbase Services:
One or more hosted Bitcoin accounts that allows users to store, track, transfer, and manage their Bitcoin and account information and through which Coinbase can facilitate Bitcoin Transactions pursuant to instructions submitted by a user or authorized entity to Coinbase (the "Coinbase Wallet");
A Bitcoin exchange service through which users can buy Bitcoin from, and sell Bitcoin to, Coinbase (the "Exchange Service"); and
Users who intend to sell goods and/or services (each, a "Merchant") and who wish to accept Bitcoin from purchasers as a method of payment may use a suite of tools and related services for this purpose (the "Merchant Services").
Each of the Coinbase Account, Exchange Service and Merchant Services is described in detail below.
2.1. Registration of Coinbase Account. In order to use any of the Coinbase Services, you must first register by providing an e-mail address, password, and providing some identity information. Upon successful completion of the registration process, Coinbase will establish your Coinbase Account. Coinbase may, in our sole discretion, refuse to allow you to establish a Coinbase Account, or limit the number of Coinbase Accounts that a single user may establish and maintain at any time.
2.2. Identity Verification. In order to use certain features of the Coinbase Services, including certain transfers of Bitcoin and/or currency, you may be required to provide Coinbase with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). Coinbase may also require you to answer certain questions or take actions in order to verify your identity, provide the Coinbase Services to you, or comply with applicable law. In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update Coinbase if any information changes. You hereby authorize Coinbase to, directly or through third parties, (i) make any inquiries we consider necessary to verify your identity and/or account information, and (ii) request and obtain any consumer report, credit report or similar information relating to you and to take action we reasonably deem necessary based on the results of such inquiries and reports, and hereby authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.
2.3.1. As part of the services offered in connection with your Coinbase Account, Coinbase can help you send Bitcoin to, and request and receive Bitcoin from, third parties pursuant to instructions you provide through the Coinbase Site (each such transaction is a "Bitcoin Transaction"). You may initiate a Bitcoin Transaction by going to the Coinbase Site, choosing to send or request, and entering the requisite information regarding the sender or recipient and the amount of Bitcoin to be transferred. Coinbase will then communicate with the Bitcoin network on your behalf, as necessary, to facilitate each Bitcoin Transaction in accordance with these instructions.
2.3.2. **Coinbase reserves the right to refuse to process or to cancel any pending Bitcoin Transaction as required by law or in response to a subpoena, court order, or other binding government order. Coinbase cannot reverse a Bitcoin Transaction which has been communicated to and confirmed by the Bitcoin network.
2.3.3. Coinbase has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party. Coinbase is not responsible for ensuring that a buyer or a seller you are dealing with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with Bitcoin transferred using the Coinbase Services, or if you have a dispute with such third party, you must handle it directly with that third party. Any Bitcoin Transaction conducted using the Coinbase Services is final regardless of any defects in or non-delivery of any goods or services purchased in connection with such Bitcoin Transaction, or any other aspect of your transaction or relationship with the relevant third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, of if you cannot adequately resolve a dispute with a third party, you may notify Coinbase Support at http://support.coinbase.com so that we may consider whether to take any action.
In the event that you conduct a Bitcoin Transaction for purposes of paying a Merchant (defined herein) for goods or services and that Merchant uses Coinbase Services to provide you with a refund, such refund may be effected via a separate Bitcoin Transaction having a value equal to the transaction amount being refunded, as expressed in local currency (e.g., U.S. dollars), based on the then current Conversion Rate. As a result, you may receive less Bitcoin than you initially used to pay the Merchant. For information concerning the Conversion Rate, see Section 3 herein.
Coinbase processes Bitcoin Transactions according to the instructions received from its users and we do not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to Coinbase as the relevant Bitcoin Transaction may not be cancelled or reversed once initiated.
If you initiate a Bitcoin Transaction by entering the recipient's Bitcoin address, Coinbase will confirm that the Bitcoin address is valid; however, Coinbase cannot confirm that the Bitcoin address belongs to the intended recipient. In the event you initiate a Bitcoin Transaction by entering the recipient's email address and the recipient does not have an existing Coinbase Account, Coinbase will email the recipient and invite them to open a Coinbase Account. If the designated recipient does not open a Coinbase Account within 30 days, Coinbase will return the Bitcoins associated with the transaction to your Coinbase Account.
2.3.4. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with your receipt or transfer of Bitcoin, and/or to the Bitcoin Transactions you conduct through the Coinbase Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Coinbase Account.
2.3.5. Limits. Coinbase reserves the right to change the buy/sell, transfer, storage and velocity limits applicable to your Coinbase Account, including, but not limited to, the Exchange Service transaction limits described in Section 3.4 below, in our sole discretion.
2.4 Bitcoin Storage & Transmission Delays. Coinbase securely stores 100% of all Bitcoin associated with your Coinbase Account in a combination of online and offline storage. As a result, it may be necessary for Coinbase to retrieve this information from offline storage in order to facilitate a Bitcoin Transaction in accordance with your instructions, which may delay the initiation or crediting of such Bitcoin Transaction for 48 hours or more. As a user of the Coinbase Services, you accept the risk that a Bitcoin Transaction facilitated by Coinbase may be delayed and you agree not to hold Coinbase responsible for any damages or injury arising out of or related to such delay. See Section 9 – General Provisions, for a further description of our limited liability.
2.5. Third-Party Applications. If, to the extent permitted by Coinbase from time to time, you grant express permission to a third party to access or connect to your Coinbase Account, either through the third party's product or service or through the Coinbase Site, 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. You are fully responsible for all acts or omissions of any third party using your Coinbase Account credentials. Further, you acknowledge and agree that you will not hold Coinbase responsible for, and will indemnify Coinbase from, any liability arising out of or related to any act or omission of any third party using your Coinbase Account credentials. You may change or remove permissions granted by you to third parties with respect to your Coinbase Account at any time through the Account Settings (Integrations) page on the Coinbase Site.
2.6. Suspension/Termination and Coinbase Account Cancellation. Coinbase may: (a) suspend or terminate your access to any or all of the Coinbase Services, and (b) deactivate or cancel your Coinbase Account as required by a valid subpoena or court order, or if Coinbase reasonably suspects you of using your Coinbase Account in furtherance of illegal activity. You will be permitted to transfer Bitcoin associated with your Coinbase Wallet for ninety (90) days after Account deactivation or cancelation unless such transfer is otherwise prohibited (i) under the law, or (ii) by a valid subpoena or court order. Merchant users are subject to additional cancellation policies set forth in Section 4.7. You may cancel your Coinbase Account at any time by transferring or exchanging all Bitcoin associated with your Coinbase Wallet and visiting https://coinbase.com/settings/cancel. If any transaction is in a pending state at the time your Coinbase Account is cancelled or suspended, such transaction may be cancelled and/or refunded as appropriate. You may not cancel your Coinbase Account to evade an investigation or avoid paying any amounts otherwise due to Coinbase. Upon cancellation of your Coinbase Account, you authorize Coinbase to cancel or suspend pending Exchange Service transactions and hold the funds associated with such transactions until Coinbase is certain that funding reversal windows are complete. In the event that you or Coinbase terminates this Agreement or your access to the Coinbase Services, or deactivates or cancels your Coinbase Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or Account errors, Coinbase may temporarily suspend access to your Account until the problem is resolved.
2.7. Legal Compliance. Pursuant to the economic sanctions programs administered by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), Coinbase is prohibited from providing services or entering into relationships with certain individuals and entities. In the event that Coinbase is required to block assets associated with your Coinbase Account in accordance with an OFAC sanctions program, or other similar government sanctions programs, Coinbase may (i) deactivate or cancel your Coinbase Wallet or block user activity, (ii) transfer Bitcoins from your Coinbase Wallet to an originating source or to an account specified by authorities, or (iii) require you to transfer your Bitcoins out of your Coinbase wallet within a certain period of time. Coinbase is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order.
3.1. Transactions with Coinbase. When buying or selling Bitcoin through the Exchange Service, you are buying from, or selling to, Coinbase directly. Coinbase does not act as an intermediary or marketplace between other buyers and sellers of Bitcoin. The Exchange Service is subject to the Coinbase "Conversion Rate." "Conversion Rate" means the liquidity adjusted price of a given Bitcoin amount in terms of local currency as quoted on the Coinbase Site. The Conversation Rate is stated either as a "Buy Price," the price in terms of local currency at which you purchase Bitcoin from Coinbase, or as a "Sell Price," the price in terms of local currency at which you sell Bitcoin to Coinbase. For the purpose of any transaction which incorporates the Conversion Rate, you agree, as a condition of using any Coinbase Services, to accept the Conversion Rate as the sole conversion metric.
3.2. Bitcoin Purchases. Once you have successfully completed the verification steps described at https://coinbase.com/verifications, you may buy Bitcoin from Coinbase (subject to applicable transaction limits as described at https://coinbase.com/verifications). Coinbase will instruct its bank to initiate a debit to your primary payment method or, if the payment is not successful, to any payment method you have on file, in an amount equal to: (a) the total number of Bitcoin you wish to purchase multiplied by the Buy Price Conversion Rate quoted on the Coinbase Site at the time that you initiate the transaction, plus (b) the applicable Exchange Fee (defined below), plus (c) additional fees as may apply in the event that Coinbase cannot draw funds from your payment method and must charge a backup payment method. When you initiate a purchase transaction, Coinbase will provide a date by which your Bitcoins will be made available in your Coinbase Wallet, which may depend on the time required for Coinbase to receive funds from your payment method. Once your Bitcoin purchase is marked as pending in your Coinbase Wallet, such transaction cannot be cancelled, reversed or changed. In connection with any purchase of Bitcoin from Coinbase, Coinbase will use good faith efforts to fulfill such purchase order at the applicable Buy Price Conversion Rate quoted on the Coinbase Site at the time that you place such order. However, from time to time, it may be necessary for Coinbase to delay fulfillment of a purchase order until such time as we are able to execute the transaction. In such cases, we will notify you through the Coinbase Site prior to the completion of your purchase order that the amount of Bitcoin that you will receive will be determined based on the applicable Buy Price Conversion Rate quoted on the Coinbase Site at the time Coinbase executes your transaction, not the applicable Buy Price Conversion Rate quoted on the Coinbase Site at the time you authorized such purchase.
3.3. Sale Transactions. Once you have successfully completed all necessary verifications with respect to your Coinbase Account (as described at https://coinbase.com/verifications), you may sell Bitcoin to Coinbase (subject to applicable transaction limits as described at https://coinbase.com/verifications). Coinbase will instruct its bank to initiate a credit to your linked payout method, in an amount equal to: (a) the total number of Bitcoin you wish to sell multiplied by the Sell Price Conversion Rate quoted on the Coinbase Site at the time that you initiate the transaction, minus (b) the applicable Exchange Fee (defined below). Coinbase will then initiate a transfer of the relevant amount of Bitcoins from your Coinbase Wallet to Coinbase's own Bitcoin wallet. The related funds will thereafter be credited to your linked payout method. It may take up to two (2) to three (3) business days. Upon any sale of Bitcoin to Coinbase, all settlements or payments by Coinbase for such transaction shall be paid in local currency (e.g., USD) at the applicable Sell Price Conversion Rate quoted on the Coinbase Site at the time that you approved the transaction.
3.4.Transaction Limits. Coinbase imposes limits on the number of Bitcoins that you may buy or sell in a given day, as published at https://coinbase.com/verifications. Coinbase reserves the right to change the amount of Bitcoin that you may buy from, or sell to, Coinbase as we deem necessary or appropriate from time to time.
3.5. Exchange Fee. Each Exchange Service transaction is subject to a fee (the "Exchange Fee") charged by Coinbase which consists of: (a) a conversion fee for the exchange of local currency (e.g., USD) for Bitcoins (or vice versa) which is calculated as a percentage of the local currency to be exchanged, plus (b) a fixed transfer fee to cover bank fees. The current Exchange Fee is displayed on the Coinbase Site prior to you completing an Exchange Service transaction. Your bank may charge you a non-sufficient funds ("NSF") fee or overdraft fee in the event that you do not have sufficient funds to complete the transaction.
3.6.1. You agree to deliver payment for any Bitcoin purchase made through the Exchange Service upon confirmation of an order, regardless of changes in the applicable Buy Price Conversion Rate prior to completion of the purchase transaction, with such payment to be made in good funds in the amount calculated in the manner specified in Section 3.2.
3.6.2. If there are insufficient funds from your linked primary payment method to cover the purchase price of any Bitcoin order or any other amounts owed by you to us hereunder, you hereby authorize us to debit any of your payment methods which have been linked to your Coinbase Account for the full or partial amount of your purchase and any other amounts owed by you to us hereunder. We may resubmit debits or charges to your payment methods until all amounts owed by you to us hereunder are satisfied in full. You are responsible for maintaining an adequate balance in each of your accounts and sufficient credit limits on your credit cards in order to avoid any overdraft, NSF or similar fees. To secure the performance of your obligations under this Agreement, you grant to Coinbase a security interest in any and all of your funds or other property which come into the possession of Coinbase and the Bitcoins associated with your Coinbase Account. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.
3.6.3. We may deduct any Bitcoin held by you in a Coinbase Wallet if a payment for a purchase of Bitcoin using a bank account or credit card is subsequently reversed, for example, if such a payment is subject to a chargeback, reversal, claim or is otherwise invalidated. We may also deduct Bitcoin held by you in a Coinbase Wallet in satisfaction of any outstanding amount owed by you to Coinbase under this Agreement.
3.6.4. Coinbase reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of Bitcoin in its sole discretion, including, but not limited to if Coinbase suspects the transaction is high risk, in response to a subpoena, court order, or other government order, or if Coinbase suspects the transaction relates to Restricted Activity as defined in Section 7.2.
4.1. Merchant Services. Through the Merchant Services, Coinbase enables Merchants to accept Bitcoins from customers as a method of payment, and processes the transfer of Bitcoins to Merchants from their customers. Merchants may also sell Bitcoins to, or buy Bitcoins from, Coinbase, and otherwise utilize the Coinbase Services, in the same manner as any other user. In addition to the other terms set forth in this Agreement, Merchants who utilize the Merchant Services are subject to this Section 4.
4.2. Transaction Confirmation. Once Coinbase successfully processes a payment credit to a Merchant using the Coinbase Services, a confirmation will be sent to the Merchant. Newly-boarded Merchants may be required to submit to additional verification procedures as necessary to verify that the Merchant operates a legitmate business. Until completion of such verification procedures, newly-boarded Merchants may experience delayed processing of Bitcoin Transactions or Exchange Service transactions. Coinbase will designate any such delayed transaction as "pending," and funds will not be available in the Merchant's Coinbase Account until the pending transaction is completed. Coinbase reserves the right to refuse to process, cancel, or to reverse any Merchant transaction (i) as required by law, (ii) in response to a subpoena, court order, or other government order, or (iii) if Coinbase reasonably suspects that the transaction is erroneous, or related to Restricted Activity as defined in section 7.2.
4.3. Instant Exchange. Coinbase offers its optional Instant Exchange Service to Merchants who have successfully linked a payout method to their Coinbase Account. The Instant Exchange Service allows Merchants to designate the price of their goods and services in local currency (e.g., USD) and customers to pay for their purchases from such Merchant in Bitcoin based on the Sell Price Conversion Rate quoted by Coinbase on the Coinbase Site and displayed to the customer at the time that the customer approves the purchase. In connection with the Instant Exchange Service, the Merchant, as merchant of record for each transaction, shall: (i) accept Bitcoins into their corresponding Coinbase Wallet; (ii) immediately sell such Bitcoins to Coinbase using the Instant Exchange Service, and (iii) subsequently receive the proceeds from such Bitcoin sale transaction from Coinbase in the relevant local currency. By using this service, each Merchant agrees that regardless of any change in the price of Bitcoin between the time of purchase and settlement, the Merchant will receive the fixed purchase price as designated by the Merchant in local currency at the time the customer approved the purchase.
4.4. Settlement. Settlements to Merchant in connection with the Merchant's sale of Bitcoin to Coinbase will generally be made within two (2) to three (3) business days following Coinbase's transmission to Merchant of confirmation of the relevant transaction, although exceptions may apply.
4.5. Merchant Transactions. Each Merchant acknowledges and agrees that Coinbase has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that the Merchant may sell to customers using the Coinbase Services. Each Merchant is responsible for handling customer inquiries related to the goods and/or services it sells to customers through the Coinbase Services, except for inquiries related to payment for such goods or services which will be handled by Coinbase. Each Merchant warrants that it will not use any Coinbase Services in connection with any Restricted Activities, as described herein. Each Merchant further warrants that it will not use Coinbase Services in connection with transactions which involve pre-payment of an order which the Merchant does not intend to fulfill within thirty (30) days. When a Merchant must issue a refund to a customer, Coinbase will debit the Merchant's Coinbase Wallet for the relevant number of Bitcoins (or, in the event the Merchant uses the Instant Exchange service, the Merchant shall purchase the relevant amount of Bitcoin in local currency before Bitcoins are debited from the Merchant's Coinbase Wallet) and provide a refund to the customer in Bitcoin having a value equal to the transaction amount being refunded, as expressed in local currency (e.g., U.S. dollars), based on the then current Conversion Rate.
4.6. Obligations of Merchants: In addition to the obligations set forth elsewhere in this Agreement, Merchants shall:
(a) At all times maintain all licenses, registrations, authorizations and approvals required to operate their business, conduct all activities related thereto, and utilize the Coinbase Services in connection therewith.
(b) Ensure that all aspects of their business, including (i) all Merchant activities, and the activity of any third party engaged by the Merchant, (ii) the goods and serviced offered for sale by Merchant, and (iii) the acts or omissions of each Merchant in connection with their use of Coinbase Services comply with applicable law at all times.
(c) Promptly provide, and cause third parties under its control to promptly provide, such information as Coinbase may request from time to time regarding (i) the Merchant, its policies, procedures, and activities, (ii) any good or service offered for sale and for which the Merchant may accept payment by use of Coinbase Services, or (iii) any transaction conducted through the use of Coinbase Services, to the extent Coinbase deems such information reasonably necessary to comply with its policies or procedures, applicable law, an audit, or the guidance or direction of, or request from, any regulatory authority or financial institution.
4.7 Merchant Account Cancellation: If, in Coinbase's discretion, a Merchant is understood to take any action that Coinbase deems as circumventing Coinbase's controls, including, but not limited to, opening multiple Coinbase Accounts or abusing promotions which Coinbase may offer from time to time, Coinbase may cancel or suspend corresponding Merchant Account(s). Coinbase Merchant Account(s) may also be suspended or cancelled according to the procedure set forth in Section 2.6 (i) as required by law, (ii) in response to a subpoena, court order, or other binding government order, (iii) if the Merchant engages in any Restricted Activity as defined in Section 7.2, or (iv) if Coinbase determines that your Account activity presents a heightened risk of legal or regulatory non-compliance.
5.1. Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Coinbase Site, and the content, materials, information and functionality available in connection therewith (collectively, the "Content") solely for informational, transactional, or other approved purposes as permitted by Coinbase from time to time. Any other use of the Coinbase Site or Content is expressly prohibited. All other rights in the Coinbase Site or Content are reserved by us and our licensors. We reserve all rights in the Coinbase Site and Content and you agree that this Agreement does not grant you any rights in or licenses to the Coinbase Site or the Content, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Coinbase Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Coinbase Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without our prior written permission. If you violate any portion of this Agreement, your permission to access and use the Coinbase Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. "Coinbase.com", "Coinbase", and all logos related to the Coinbase Services or displayed on the Coinbase Site are either trademarks or registered marks of Coinbase or its licensors. You may not copy, imitate or use them without Coinbase's prior written consent.
5.2. Website Accuracy. Although we intend to provide accurate and timely information on the Coinbase Site, the Coinbase Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Coinbase Site are your sole responsibility and we shall have no liability for such decisions.
5.3. Third-Party Materials. From time to time, the Coinbase Site may contain references or links to third-party materials (including without limitation websites) not controlled by us. We provide such information and links as a convenience to you. Such links should not be considered endorsements of these sites or any content, products or information offered on such sites and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked to the Coinbase Site, including without limitation content, property, goods or services available on the linked sites.
5.4. Application Programming Interface. Any person or entity who uses Coinbase's Application Programming Interface ("Coinbase API") must comply with the terms of this User Agreement and/or any other conditions as Coinbase may put into place in its sole discretion from time to time. The Coinbase API is owned by Coinbase and is licensed to Coinbase API users on a non-exclusive, non-sublicensable basis.
5.5. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms 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 reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Coinbase. Always log into your Coinbase Account through the Coinbase Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
6.1. Relationship of the Parties. Coinbase is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Coinbase to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Coinbase to be treated as the agent of the other.
6.2. Service Providers. From time to time, Coinbase may engage third parties to assist Coinbase in providing certain aspects of the Coinbase Services (each, a "Service Provider"). Service Providers may include, but are not limited to, Coinbase's banking partners and technology or engineering service providers.
6.4. Privacy of Others; Marketing. If you receive information about another user through the Coinbase Services, you must keep the information confidential and only use it in connection with the Coinbase Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the Coinbase Services.
6.5. Password Security and Keeping Your Contact Information Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Coinbase Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Coinbase Account by third-parties and the loss or theft of any Bitcoin and/or funds held in your Coinbase Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Coinbase Account information has been compromised, contact Coinbase Support immediately at https://support.coinbase.com.
6.6. Consent to Electronic Records. By using the Coinbase Services, you agree that Coinbase may provide you with any notices or other communications about your Coinbase Account and the Coinbase Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Coinbase Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your Coinbase Account and your Coinbase Account will be cancelled in accordance with Section 2.6.
6.7. Notices to Coinbase. We prefer receiving notices to Coinbase electronically through our support system at http://support.coinbase.com. Paper notifications can also be sent to Coinbase, Inc., 548 Market Street, #23008, San Francisco, CA 94104.
7.1. Fiduciary Accounts/Custodial Assets. You hereby certify to us that any funds used by you in connection with the Coinbase Services are either owned by you or that you are validly authorized to carry out transactions using such funds. In particular, you acknowledge that Coinbase may not be a qualified custodian under applicable law, and represent that your use of the Coinbase Services is in compliance with any applicable requirements governing the maintenance and use of fiduciary accounts and custodial assets.
7.2. Restricted Activities. In connection with your use of the Coinbase Services, and your interactions with other users, and third parties 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 (for example, those laws, rules, or regulations governing financial services, controlled substances, unlawful gambling or consumer protections);
Partake in a transaction which involves the proceeds of any unlawful activity
Defraud or attempt to defraud Coinbase or other Coinbase users;
Infringe upon Coinbase's or any third party's copyright, patent, trademark, or intellectual property rights;
Provide false, inaccurate or misleading information;
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;
Interfere with another individual's or entity's access to or use of any of the Coinbase Services;
Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;
Publish, distribute or disseminate any unlawful material or information;
Transmit or upload any material to the Coinbase Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
Harvest or otherwise collect information from the Coinbase Site about others, including without limitation email addresses, without proper consent;
Act as a payment intermediary or aggregator or otherwise resell any of the Coinbase Services, unless expressly authorized by Coinbase in writing;
Transfer any rights granted to you under this Agreement;
Use the Coinbase Account information of another party to access or use the Coinbase Site, except in the case of specific Merchants and/or applications which are specifically authorized by a user to access such user's Coinbase Account and information;
Otherwise attempt to gain unauthorized access to the Coinbase Site, other Coinbase Accounts, computer systems or networks connected to the Coinbase Site, through password mining or any other means; or
Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law.
We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
7.3. Export Controls & Sanctions. The supply of Bitcoin and the Coinbase Services through the Coinbase Site is subject to United States export control and economic sanctions requirements. By acquiring any such items through the Coinbase Site, you represent and warrant that your acquisition comports with and your use of the item will comport with those requirements. Without limiting the foregoing, you may not acquire Bitcoin or any of the Coinbase Services through the Coinbase Site if: (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or UN sanctions, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List or Entity List or (2) you intend to supply the acquired Bitcoin or Coinbase Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or UN sanctions (or a national or resident of one of these countries) or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List or Entity List.
8.1. Disputes with Coinbase. If you think we have made an error, contact us at http://support.coinbase.com or write to us at 548 Market St. #23008, San Francisco, CA 94104. In your correspondence, you must give us information sufficient to identify you, your Coinbase Account, and the transaction on which you believe an error occurred. You must contact us within 30 days after the transaction occurred. We will use our best efforts to either correct the error or explain to you why we believe the transaction was correct within 30 days of receiving your request.
8.2. Arbitration; Waiver of Class Action. EXCEPT FOR CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF OR CLAIMS REGARDING INTELLECTUAL PROPERTY RIGHTS (WHICH MAY BE BROUGHT IN ANY COMPETENT COURT WITHOUT THE POSTING OF A BOND), ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE FINALLY SETTLED ON AN INDIVIDUAL BASIS IN ACCORDANCE WITH THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND COINBASE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. THE ARBITRATION SHALL TAKE PLACE IN SAN FRANCISCO, CALIFORNIA, IN THE ENGLISH LANGUAGE AND THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT. AT YOUR REQUEST, HEARINGS MAY BE CONDUCTED IN PERSON OR BY TELEPHONE AND THE ARBITRATOR MAY PROVIDE FOR SUBMITTING AND DETERMINING MOTIONS ON BRIEFS, WITHOUT ORAL HEARINGS. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT SHALL BE ENTITLED TO COSTS AND ATTORNEYS' FEES. ADDITIONALLY, YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
8.3. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with Coinbase must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
9.1. Limitations of Liability. IN NO EVENT SHALL COINBASE, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE COINBASE SITE, THE COINBASE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. THE LIABILITY OF COINBASE, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LOWER OF (A) THE ACTUAL AMOUNT OF DIRECT DAMAGES; OR (B) FEES PAID TO COINBASE BY YOU IN THE PRECEDING THREE (3) MONTHS.
9.2. Release of Coinbase. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS OF THE COINBASE SERVICES, YOU RELEASE COINBASE, ITS AFFILIATES AND SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, 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. IN ADDITION, YOU WAIVE ANY PROTECTION AVAILABLE TO YOU UNDER CALIFORNIA CIVIL CODE §1542, WHICH SAYS: [A] GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF NOT KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
9.3. No Warranty. THE COINBASE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. COINBASE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COINBASE DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF COINBASE SERVICES, AND OPERATION OF THE COINBASE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. COINBASE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, CREDIT CARDS, AND CHECK ISSUANCES ARE PROCESSED IN A TIMELY MANNER BUT COINBASE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE COINBASE SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM OR THE U.S. OR INTERNATIONAL MAIL SERVICE. SOME STATES 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 STATE TO STATE.
9.4. Indemnification. You agree to indemnify and hold Coinbase, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this Agreement, (ii) your use of Coinbase Services, or (iii) your violation of any law, rule or regulation, or the rights of any third party.
9.5. Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Coinbase as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Coinbase.
9.6. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Coinbase without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Coinbase Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
9.7. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
9.8. Change of Control. In the event that Coinbase is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
9.9. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, Sections 2.6 [Suspension/Termination and Coinbase Account Cancellation], 3.6 [Payments], 5 [Use of the Coinbase Site], 8 [Disputes with Coinbase], and 9 [General Provisions], shall survive the termination or expiration of this Agreement.
9.10. Governing Law. This Agreement will be governed by the law of the State of Delaware except to the extent governed by federal law.
9.11. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
9.12. Section Headings. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.
9.13. English Language Controls. Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.