Decentralized Protocol Integrations Terms of Service
Last Updated: January 16, 2025
Coinbase Bermuda Technologies Limited (“CBTL” or “we” or “us” or “our”) may provide users the ability to access one or more third-party decentralized protocols using a native interface inside the Coinbase mobile application or on another Coinbase Site (as defined below) (each, a “Decentralized Protocol Integration”). CBTL developed these Terms of Service (these “Terms”) to describe the terms that govern your use of any Decentralized Protocol Integration, and by using any Decentralized Protocol Integration, you agree to be bound by these Terms. CBTL is a wholly owned subsidiary of Coinbase Global, Inc. In these Terms, “Coinbase Group” means CBTL, its corporate affiliates, including Coinbase, Inc., a Delaware corporation, and Coinbase Global, Inc., a Delaware corporation.
1. Third Party Services and Environments.
1.1. The Decentralized Protocol Integrations allow you to access third-party services, such as decentralized exchanges, lending protocols, or other services (“Third Party Services”), and enable you to interact with such Third Party Services using your Smart Wallet (as defined below). We provide access to Third Party Services only as a convenience, do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, assets, or services on or accessible from those Third Party Services (including any related websites, resources or links displayed therein). When accessing and transacting on or with Third Party Services, you understand that unless otherwise stated, you are at no time transacting with any member of the Coinbase Group, or transferring your assets to any member of the Coinbase Group. Your use of any Third Party Service may also be subject to additional terms and conditions between you, on the one hand, and the provider(s) of such Third Party Service, on the other hand.
1.2. Third Party Services, such as decentralized exchanges and decentralized lending protocols, may provide access to services and assets that have high risks of illiquidity, devaluation, lockup, or loss. Before you initiate any transaction with or through a Third Party Service, it is important for you to understand that you are transacting directly with a third party that is not affiliated with any member of the Coinbase Group. You should assume that we have not verified the safety or legitimacy of any Third Party Service, and have not reviewed (or approved of) the services it provides or any representations it has made. It is your responsibility to ensure that you fully understand the nature of the services being provided by any Third Party Service, including the financial risks that you may be exposed to as a result of using such Third Party Service.
1.3 If you access a Third Party Service that enables you to obtain loans or other forms of credit, you understand and agree that you are not permitted to use the proceeds of such loans or credit to purchase digital assets on or through coinbase.com, Coinbase’s APIs, the Coinbase mobile application, or any other Coinbase website (collectively the "Coinbase Site"), and pledge that you will not do so. For the avoidance of doubt, unless explicitly stated, if you access a Third Party Service that enables you to obtain loans or other forms of credit, neither CBTL nor any other member of the Coinbase Group is your lender in connection with that service.
1.4. If you access a Third Party Service that enables you to obtain a digital asset that is not supported on the Coinbase Site in your country of residence, you will not be permitted to transfer such digital asset from your Smart Wallet to the hosted digital wallet associated with your Coinbase account.
1.5. When you interact with any Third Party Service through the Decentralized Protocol Integrations, we may display on the Coinbase Site information about your onchain activities and transactions that is publicly available on the blockchain and/or provided by such Third Party Service. You should assume that we have not verified the accuracy of any such information, and neither CBTL nor any other member of the Coinbase Group will be liable for any losses that you may incur as a result of relying on such information.
2. Smart Wallets.
2.1. In order to use a Decentralized Protocol Integration, you will need to set up a smart contract wallet (a “Smart Wallet”), which is a self-custodial crypto wallet that enables you to (i) store digital assets; (ii) access and interact with Third Party Services; (iii) broadcast transactions on digital asset networks, and (iv) use additional functionality as we may add from time to time. You can learn more about Smart Wallets and how they work here. 2.2. Onchain Transactions. Your Smart Wallet enables you to interact with Third Party Services by signing onchain transactions (each, an “Onchain Transaction”), including transactions that transfer digital assets between your Smart Wallet and other external wallets. Onchain Transactions that you sign using your Smart Wallet cannot be reversed once they have been broadcast to the relevant digital asset network (although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators). Neither CBTL nor any other member of the Coinbase Group controls the digital asset network(s) on which the Third Party Services operate, and makes no guarantees that an Onchain Transaction will be confirmed by the relevant digital asset network(s). Accordingly, Section 2.6 of the Coinbase User Agreement will be deemed to govern, mutatis mutandis, your use of any digital asset network in connection with an Onchain Transaction that you sign using your Smart Wallet. 2.3. Pending Transactions. Once an Onchain Transaction is submitted to a digital asset network, the transaction will be unconfirmed and remain in a pending state for a period of time sufficient to allow confirmation of the transaction by the digital asset network. An Onchain Transaction is not complete while it is in a pending state. Pending Onchain Transactions that are initiated from a Smart Wallet will reflect a pending transaction status and are not complete while the transaction is pending. Neither CBTL nor any other member of the Coinbase Group is liable for any losses you may incur as a result of issues with the relevant digital asset network (e.g., network outages or excessive network congestion) that causes any Onchain Transaction initiated from your Smart Wallet to remain in a pending state for an extended duration.
2.4. Ownership and Control. You own and control the digital assets in your Smart Wallet and bear all risks of loss. Neither CBTL nor any other member of the Coinbase Group is liable for any fluctuations or losses, including those from using Third Party Services. At any time, subject to outages, downtime, and other applicable policies, you may transfer the digital assets you hold in your Smart Wallet to a different self-custodial wallet address. 2.5. Fees. You may incur charges from third parties for your use of any Third Party Services. For example, you may be charged fees by a decentralized exchange that you access via a Decentralized Protocol Integration. Unless otherwise stated, third-party fees are not charged by, nor paid to, CBTL or any other member of the Coinbase Group. Any fee charged by us or another member of the Coinbase Group in connection with your use of a Decentralized Protocol Integration or your Smart Wallet will be designated as such, and presented before you submit your transaction.
2.6. Supported Assets. Neither CBTL nor any other member of the Coinbase Group assumes any responsibility in connection with any attempt to use your Smart Wallet to store, receive or otherwise transact with any digital asset that Coinbase does not support. We may in our sole discretion terminate support on the Coinbase Site for viewing or interacting with any particular digital asset you have in your Smart Wallet. As such, if you or a third party sends digital assets to your Smart Wallet from an external wallet, you understand and agree that you may not be able to access such digital assets through the Coinbase Site. If you obtain in your Smart Wallet a digital asset for which we have terminated support, you may be required to either transfer such digital asset from your Smart Wallet to an external wallet address or eject your Smart Wallet in accordance with Section 2.4 above. Services and supported assets may vary by jurisdiction. Note that access to the Decentralized Protocol Integrations is not currently available to customers who reside (a) outside of the United States or (b) in New York State.
2.7. Passkey Recovery. If you lose or delete the passkey that you used to create and secure your Smart Wallet, we may provide you with the ability to add a new passkey to your Smart Wallet in order to regain access. In order to do so, you will need to be logged into your Coinbase account and initiate the passkey recovery process from the Coinbase Site. Your passkeys are stored directly on your device; Coinbase does not have access to your passkeys and cannot initiate the passkey recovery process on your behalf. Only someone with access to your Coinbase account can initiate the passkey recovery process.
3. Access. Your Smart Wallet and the Decentralized Protocol Integrations (together, the “CBTL Services”) can be accessed directly using the Coinbase Site. Access to CBTL Services may become degraded or unavailable, including during times of significant volatility or volume. This could result in significant support response time delays. Although we strive to provide you with excellent software service, we do not represent that the Coinbase Site or CBTL Services will be available without interruption and we do not guarantee that any transaction you attempt to complete using your Smart Wallet will be confirmed, executed, or remain open. Neither CBTL nor any other member of the Coinbase Group shall be liable for any losses resulting from or arising out of delays in processing transactions, inability to sign or execute transactions, or lack of timely response from customer support. For example, if you are locked out of your Coinbase account, it is possible that the value or price of the digital assets, including those held in your Smart Wallet, might go down before your access is restored. Neither CBTL nor any other member of the Coinbase Group shall be liable for any alleged losses that you suffer due to a drop in digital asset values or prices, including any losses resulting in or from the liquidation of your assets in connection with any Third Party Service in which you participate involving lending or borrowing.
4. Privacy. For more information regarding our collection, use, and disclosure of personal data and certain other data, please see the Coinbase Global Privacy Policy. The processing of personal data by CBTL as a processor will be subject to any data processing agreement that you enter into with CBTL.
5. Indemnification. To the fullest extent permitted by applicable laws, you will indemnify and hold the Coinbase Group harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the CBTL Services, (b) your violation of these Terms, or (c) your negligence or willful misconduct. If you are obligated to indemnify any member of the Coinbase Group hereunder, then you agree that CBTL (or, at its discretion, the applicable Coinbase Group member) will have the right, in its sole discretion, to control any action or proceeding and to determine whether CBTL wishes to settle, and if so, on what terms, and you agree to fully cooperate with CBTL in the defense or settlement of such claim.
6. Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CBTL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CBTL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. NO MEMBER OF THE COINBASE GROUP MAKES ANY REPRESENTATIONS OR WARRANTIES THAT (I) ACCESS TO THE CBTL SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; (II) THE CBTL SERVICES WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, INCLUDING ANY WALLETS; (III) THE CBTL SERVICES WILL BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE; (IV) THE CBTL SERVICES WILL PREVENT ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA; OR (V) THE CBTL SERVICES WILL PROTECT YOUR ASSETS FROM THEFT, HACKING, CYBER ATTACK, OR OTHER FORM OF LOSS OR DEVALUATION CAUSED BY THIRD-PARTY CONDUCT.
7. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO MEMBER OF THE COINBASE GROUP WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, INTELLECTUAL PROPERTY INFRINGEMENT, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE CBTL SERVICES , WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MEMBER OF THE COINBASE GROUP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY MEMBER OF THE COINBASE GROUP’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE CBTL SERVICES EXCEED THE AMOUNTS YOU HAVE PAID FOR USE OF THE CBTL SERVICES OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS HIGHER.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CBTL AND YOU.
IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER APPLICABLE STATE LAWS, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
8. Changes to Terms. We reserve the right, in our sole discretion, to change these Terms at any time and your continued use of the CBTL Services after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms so you are aware of any revisions. If you do not agree to abide by these or any future Terms, you are not permitted to access, browse, or use (or continue to access, browse, or use) the CBTL Services.
9. Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be posted online, on the Coinbase Site, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your use of the CBTL Services.
10. Entire Agreement. These Terms and any other documents incorporated by reference comprise the entire understanding and agreement between you and CBTL 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 these Terms), between you and CBTL. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.
11. Assignment. We reserve the right to assign our rights without restriction, including without limitation to any CBTL affiliates or subsidiaries, or to any successor in interest of any business associated with the CBTL Services. In the event that CBTL 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. You may not assign any rights and/or licenses granted under these Terms. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.
12. Severability. If any provision of these Terms is determined to be invalid or unenforceable under any local, state or federal law, or any rule or regulation of any local, state, or federal government agency, 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 these Terms shall not be affected.
13. Termination; Survival. We may suspend or terminate your access to and use of the CBTL Services at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the CBTL Services, sections 4 through 17 of these Terms will survive.
14. Governing Law. You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms and any Dispute, except to the extent governed by federal law.
15. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service that result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, 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, pandemic, other catastrophe or any other occurrence that is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
16. Non-Waiver of Rights. These Terms shall not be construed to waive rights that cannot be waived under applicable laws, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon or enforce strict performance by you of any provision of these Terms or to exercise any right under these Terms will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.
17. Dispute Resolution, Arbitration Agreement, Class Action Waiver, And Jury Trial Waiver.
17.1. Formal Complaint Process. If you have a dispute with us, 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 the formal complaint process described herein (the “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 CBTL 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 or action in small claims court.
17.2. Disputes with Users Who Reside in the United States or Canada. 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 Arbitration Agreement appended hereto as Appendix 1.
As an illustration only, the following is a summary of some of the terms of the Arbitration Agreement:
Disputes will be resolved individually (in other words, you are waiving your right to proceed against CBTL in a class action). However, if you or we bring a coordinated group of arbitration demands with other claimants, you and we agree that the American Arbitration Association (AAA) must batch your or our 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 Coinbase Support and Formal Complaint Process), and (4) any dispute about which version of the 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 CBTL 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.
17.3. Disputes with Users Who Reside Outside the United States and Canada. If you do not reside in the United States or Canada, the Arbitration Agreement appended hereto as Appendix 1 does not apply to you and you may resolve any claim you have with us relating to, arising out of, or in any way in connection with our Terms, us, or the CBTL Services in a court of competent jurisdiction.
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APPENDIX 1
Arbitration Agreement
1. Applicability of Arbitration Agreement
Subject to the terms of this Arbitration Agreement (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Arbitration Agreement”), you and CBTL agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the CBTL Services, or the Decentralized Protocol Integrations Terms of Service available at https://www.coinbase.com/legal/onchain-integration/terms-of-service (the “Terms”) and prior versions of the Terms, including claims and disputes that arose between us before the effective date of the Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and CBTL may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or CBTL may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of the Terms. Any capitalized term used herein without definition shall have the meaning assigned thereto in the Terms.
2. Waiver of Jury Trial
YOU AND CBTL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and CBTL are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
3. Waiver of Class and Other Non-Individualized Relief
YOU AND CBTL AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 8, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 8 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and CBTL agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or CBTL from participating in a class-wide settlement of claims.
4. Rules and Forum
The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. The arbitration will be administered by the American Arbitration Association (“ AAA ”), in accordance with the Consumer Arbitration Rules (the " AAA Rules ") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). If you initiate the arbitration, you must provide CBTL a copy of your Request by email at arbitration@coinbase.com or through CBTL’s registered agent for service of process. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration, and the username associated with the applicable Coinbase account(s); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought, including an accurate, good faith calculation of the amount in controversy in United States Dollars; (4) if you are the party making the Request, a statement certifying completion of the Formal Complaint Process as described in Section 17.1 of the Terms; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Unless you and CBTL otherwise agree, or the Batch Arbitration process discussed in Section 8 is triggered, the arbitration will be conducted in the county where you reside. Disputes involving claims, counterclaims, or requests for relief under $25,000, not inclusive of attorneys’ fees and interest, will be conducted solely on the basis of documents you and CBTL submit to the arbitrator. If your claim exceeds $25,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. You and CBTL agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
5. Arbitrator
The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) business days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 8 is triggered, the AAA will appoint the arbitrator for each batch.
6. Authority of Arbitrator
The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the section entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the section entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the section entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the section entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. This means that, among other things, you and we agree that an arbitral award shall have no preclusive effect in any other proceeding involving other parties. Judgment on the arbitration award may be entered in any court having jurisdiction. In any award of damages, the arbitrator shall abide by the “Limitation of Liability” section of the Terms.
7. Attorneys’ Fees and Costs
The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or CBTL need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Formal Complaint Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
8. Batch Arbitration
To increase the efficiency of administration and resolution of arbitrations, you and CBTL agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against CBTL by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by CBTL.
You and CBTL agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
9. Modification
Notwithstanding any provision in the Terms to the contrary, we agree that if CBTL makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Coinbase Site and/or CBTL Services, including the acceptance of products and services offered on the Coinbase Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.
10. Severability
If any provision of this Arbitration Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, 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 Arbitration Agreement shall not be affected.