Coinbase NFT Terms of Service
Last updated: June 10, 2022
Coinbase NFT is a web3-inspired social site for creating, discovering, and showcasing NFTs. The site also provides tools for users to buy and sell NFTs in a peer-to-peer fashion.
By using Coinbase NFT, you are agreeing to these terms. Please read all the terms carefully, because they explain what we expect from you and what you can expect from us.
You agree to comply with the Coinbase NFT Content Policy, which is incorporated by reference into these terms.
If you reside in the United States or Canada, then you agree that you have read, understand, and accept the Coinbase NFT Arbitration Agreement, which is hereby incorporated by reference and available here:
Coinbase NFT Arbitration Agreement
By agreeing to the Coinbase NFT Arbitration Agreement, you agree to resolve disputes with us via binding arbitration or in small claims court (instead of a court of general jurisdiction), and you agree to do so as an individual (instead of as a member of a class in a class action). To the extent that the law allows, you also waive your right to a trial by jury. For more information, see the section in these terms entitled “Arbitration agreement, class action waiver, and jury trial waiver.”
It is also important that you review the “Limitation of liability” and “Warranty disclaimer” sections in these terms.
Note the following important policies:
You agree that you have read, understand, and accept the terms of the policies listed immediately above.
When we speak of an “NFT” (non-fungible token), we mean the blockchain asset defining the NFT.
When we speak of our “service,” we mean Coinbase NFT.
Service provider
The service provider you are contracting with is Coinbase Technologies, Inc. When we speak of “Coinbase Technologies,” “Coinbase,” “we,” “us,” or “our,” we mean Coinbase Technologies, Inc.
Your account
In order to use our service, you must create an account. In order to create an account, you must be at least 18 years old.
You are responsible for keeping your account secure and letting us know about any unauthorized use of your account.
We reserve the right to terminate your account at our discretion, without notice and without liability.
You may not impersonate another user or entity. Purchasing, selling, or renting a username, profile, or account is strictly prohibited. Username squatting is also prohibited and may result in reassignment of a username.
Your account may be terminated if you violate these terms, violate the law, or engage in behavior that harms our service (for example, by posting spam, uploading viruses or malicious code, impairing the functionality of our service, or attempting to circumvent our policies). We may also terminate your account in order to comply with a legal requirement or a court order.
Your content
As part of our service, you have the opportunity to provide content (for example, content associated with NFTs and textual comments). We reserve the right to remove your content at our discretion, without notice and without liability. When you provide content, you may be asked to label or categorize your content; failing to do so accurately may result in your content being removed or your account being terminated. We also reserve the right to label or categorize your content and allow other users to label or categorize your content. How your content is labeled or categorized may affect how it is displayed by our service.
To learn more about our content moderation principles, see our Content Policy and our content Removals page.
Before providing content, you promise and attest that you own and control all of the intellectual property rights to your content (or that you have the necessary license rights to the content) and that your content is lawful.
When you provide content (for example, NFTs, text, or images) to Coinbase NFT, you retain your intellectual property rights in your content and you provide us with a license to your content (as specified below). When you purchase an NFT using our service, you should not assume that you own any copyright or license to the content associated with the NFT.
License to use your content
By using our service you grant us a worldwide, non-exclusive, royalty-free, sublicensable, perpetual, and transferable license to host, publish, display, perform, reproduce, copy, distribute, communicate, modify, reformat, translate, or otherwise use your content (including your NFT, images, text, content, files, communications, and other content you provide) to operate, improve, develop, and promote our service.
Our content and the content of others
Our service gives you access to content owned by us. You may use that content within the scope of using our service (subject to these terms), but we retain any intellectual property rights in our content.
Likewise, our service also gives you access to content owned by other people or other organizations. Don’t assume that use of our service gives you permission to use such content. Unless otherwise allowed by law, you may not use content owned by other people or organizations without the owner’s permission.
Fees
When you sell an NFT, we’ll take a small fee in the form of a sales commission. The fee will always be clearly communicated to you. We may also temporarily reduce or eliminate our fees as part of promoting our service.
Do your own research
Before you purchase an NFT using our service, it is important for you to understand that you are purchasing the NFT directly from the seller. You should assume that we don’t endorse the NFT in any way, have not verified its authenticity, and have not reviewed (or approved of) its contents. It is your responsibility to determine its authenticity and determine the truthfulness of any claims made by the seller, especially claims about rarity, uniqueness, intellectual property ownership, or value. The seller determines the price, and that price may not reflect the true market value of the NFT.
If our service displays information about the rarity of an NFT, it is merely an estimation and may change, especially if minting is ongoing.
You should not assume that purchasing an NFT gives you any legal rights beyond mere ownership of the underlying blockchain asset.
A transaction between a buyer and a seller takes place in a peer-to-peer fashion on a public blockchain, like Ethereum. We do not guarantee that the transaction will be included in the blockchain. For example, your transaction may not be included in the blockchain if there is network congestion, you fail to pay an adequate transaction fee, or if a technical problem with the blockchain arises.
Furthermore, even if your transaction is included in the blockchain, it may still fail to complete successfully. For example, your transaction will fail if the owner of the NFT changes before your transaction is processed by network miners or network validators. In such circumstances, your transaction fee will be forfeited to the network miners or network validators.
Buyers and sellers who discover each other via our service are under no obligation to transact using the smart contracts that we deploy, and are free to transact with each other via any smart contract of their choice. Our service is not intended as a barter exchange.
Your transaction may have tax implications. We do not provide tax advice. If you have tax-related questions, you should consult a tax professional. It is your responsibility to report and pay any applicable taxes.
Don’t manipulate the market
Market manipulation involves behavior like bidding on an auction (or making a purchase) with the intention of artificially increasing the price or creating the appearance of market interest or market activity. Don’t engage in misleading transactions, like selling an NFT to yourself to establish a misleading price. Don’t collude with others to manipulate prices.
Don’t engage in regulated financial activities
Don't use our service to carry out any regulated financial activities, including listing NFTs that entitle owners to financial rewards or that may represent securities or derivatives. Don't use our service for fundraising, including fundraising for a business, protocol, or platform.
Keep your NFTs safe
The NFTs you collect are in your custody, stored in a wallet that you control. Because you control your wallet, there is no way for us to help you if you lose control over your wallet. It is your responsibility to keep your wallet safe from both theft and inadvertent loss. Be sure to back up any recovery passphrase associated with your wallet and keep the recovery passphrase both secret and safe.
Integrating with Coinbase NFT
All integrations with Coinbase NFT, whether via API or some other method, are governed by these terms. By integrating your product or service with Coinbase NFT, you attest that you have implemented protections against your integration being used to violate the law, including the sanctions programs administered by the Office of Foreign Assets Control.
Upon notice by Coinbase, you agree that you will immediately cease the operation of your integration. Coinbase may ask you to cease the operation of your integration for any reason, without liability. You agree to indemnify Coinbase for any claim arising out of your integration.
In case of disputes
Intellectual property disputes
If you see content on Coinbase NFT that you believe violates your intellectual property rights, you agree to submit a notice of claimed intellectual property infringement using the procedures described on our content Removals page. We comply with the Digital Millennium Copyright Act (DMCA) and we’ll respond to a properly submitted notification of claimed copyright infringement in accordance with our DMCA procedures. Note that repeat infringers may have their accounts disabled.
Other disputes
If you have a dispute with us unrelated to intellectual property, you agree to first contact Coinbase Support via our Customer Support page (https://help.coinbase.com). If Coinbase Support is unable to resolve your dispute, you agree to follow our Formal Complaint Process. You begin this process by submitting our complaint form. If you would prefer to send a written complaint via mail, please include as much information as possible in describing your complaint, including your support ticket number, how you would like us to resolve the complaint, and any other relevant information to us at 82 Nassau St #61234, New York, NY 10038. The Formal Complaint Process is completed when Coinbase responds to your complaint or 45 business days after the date we receive your complaint, whichever occurs first. You agree to complete the Formal Complaint Process before filing an arbitration demand.
Arbitration agreement, class action waiver, and jury trial waiver
If you reside in the United States or Canada, and if you have a dispute with us or if we have a dispute with you, the dispute shall be resolved through binding arbitration or in small claims court pursuant to the Coinbase NFT Arbitration Agreement.
As an illustration only, the following is a summary of some of the terms of the Coinbase NFT Arbitration Agreement:
Disputes will be resolved individually (in other words, you are waiving your right to proceed against Coinbase in a class action). However, if you bring a coordinated group of arbitration demands with other claimants, you agree that the American Arbitration Association (AAA) must batch your arbitration demand with up to 100 other claimants to increase the efficiency and resolution of such claims.
Certain disputes must be decided before a court, including (1) any claim that the class action waiver is unenforceable, (2) any dispute about the payment of arbitration fees, (3) any dispute about whether you have completed the prerequisites to arbitration (such as exhausting the support and Formal Complaint processes), and (4) any dispute about which version of the Coinbase NFT Arbitration Agreement applies.
In the event that a dispute is filed with a court that does not fall into one of the above four categories, either you or Coinbase may move to compel the court to order arbitration. If the court issues an order compelling arbitration, the prevailing party on the motion to compel may recover its reasonable attorneys’ fees and costs.
If you reside outside the United States and Canada, then the Coinbase NFT Arbitration Agreement does not apply to you.
About these terms
Updates to these terms
If we make updates to these terms, we will make the updated terms available to you by publishing them on the website for our service. The updated terms will be effective as soon as they are published. By continuing to use our service after the updated terms have been published, you are agreeing to those updated terms.
Release and indemnification
You agree to release, indemnify, and hold us, our affiliates and service providers, and each of their and our respective officers, directors, agents, joint venturers, employees, and representatives harmless for the following:
Any claims arising out of a dispute you have with another user of our service.
Any claims arising out of or related to your breach of these Terms of Service.
Any claims arising out of or related to your violation of any law, rule, regulation, or the rights of any third party.
Any claims arising out of or related to your integration with Coinbase NFT in your product or service.
Your release and indemnification of us is broad and extends to all damages (direct, consequential, punitive, or however characterized) and includes our attorneys' fees arising out of defending any of the above claims. Your release and indemnification of us also extends to any fines, fees, or penalties imposed by any governmental or regulatory authority.
Limitation of liability
Coinbase Technologies is not liable for any loss, including, for example, a loss of property, profits, revenues, business opportunities, goodwill, or anticipated savings. We are also not liable for indirect or consequential losses, nor are we liable for punitive damages. This limitation of liability extends to our officers, directors, agents, joint venturers, employees, and representatives.
If you are a resident of New Jersey, this limitation of liability is intended to apply only to the extent permitted by New Jersey law.
Warranty disclaimer
To the extent allowed by law, our service is provided “as is.” No promises should be implied (including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement). For example, we don’t make any warranties about the content or features of the service, including its accuracy, reliability, availability, or ability to meet your needs.
Entire agreement
The entire agreement between you and us is a combination of these terms, documents linked from these terms, and any language incorporated by reference. Nothing else is part of this agreement.
Assignment
Any rights you have under these terms cannot be assigned to anyone else. In contrast, we can assign our rights under these terms without restriction. For example, we can assign our rights under these terms to our affiliates, including Coinbase, Inc.
Severability
If a particular term is not valid or not enforceable, that does not affect the other terms.
Change of control
If we are acquired or merge with another entity, the information we collect from you under our Privacy Policy could be transferred to a new entity.
Survival
All the terms which by their nature survive termination or expiration of this agreement—including, without limitation, the Coinbase NFT Arbitration Agreement, class action waiver, and jury trial waiver—survive the termination or expiration of this agreement.
Governing law
California law governs these terms without regard to its conflict of laws principles.