Coinbase Advisor Terms of Service

These Coinbase Advisor Terms of Service (“Terms”) form a legally binding agreement between you and Coinbase Advisors, LLC, a Delaware limited liability company (“Coinbase Advisors,” “we,” or “us”) that governs your access to and use of the Coinbase Advisor interface, as well as the Outputs (defined below) and related functionality, including but not limited to facilitation of the Trading Services (defined below) provided in connection therewith (collectively, the “Services”).

By accessing or using the Services in any way, you agree to be bound by these Terms. If you do not agree to these Terms, you are not permitted to access or use the Services.

PLEASE BE AWARE THAT SECTION 28 AND APPENDIX 1 OF THESE TERMS CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COINBASE ADVISORS. AMONG OTHER THINGS, APPENDIX 1 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING FINAL ARBITRATION. APPENDIX 1 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 28 AND APPENDIX 1 CAREFULLY. 

1.1 Overview of the Services. Coinbase Advisor is an automated guidance and education tool that uses large language models and other artificial-intelligence techniques (“LLMs”), together with information available to Coinbase, Inc. (“Coinbase”), to generate certain requested financial advice, trade recommendations, explanations, educational content and/or other information or analysis (together, “Outputs”) regarding products and services offered by Coinbase and other Coinbase affiliates (together, the “Coinbase Entities”) as well as general financial, market and/or other financial or crypto products. The Services are accessed through a chat-style interface in the Coinbase retail application or website and may surface widgets, links, or other user interface (“UI”) elements that help you interact with underlying Coinbase products. However, for purposes of clarity, Coinbase Advisors is the entity providing the Services described herein and not Coinbase, Inc. or any other Coinbase Entity.

Unless otherwise required by law, Coinbase Advisors reserves the right from time to time in its sole and absolute discretion upon notice provided through the Coinbase retail application, website UI or otherwise to impose or vary the rates of fees, interest, commissions and charges for the provision of the Services. Executing transactions in connection with the Service may result in compensation/revenue for the Coinbase Entities that are providing the underlying product or service. Any fees will be disclosed to you prior to executing a transaction.

1.2 No discretionary trading authority. Coinbase Advisor does not exercise discretion over your account nor place any trades without your explicit instruction. Coinbase Advisor does not hold, transfer, or custody your assets and any advisory services provided shall be solely with respect to existing accounts and/or custodial relationships that you have established and that certain limited authority you have delegated to Coinbase Advisor to transact or act on your behalf. Any transaction must be initiated and confirmed by you. When you confirm a transaction, you authorize Coinbase Advisor to transmit the resulting order or order information to your account at the relevant Trading Services Provider on your behalf, if applicable, or to take such other actions on your behalf as deemed necessary in Coinbase Advisor’s reasonable discretion to comply with such instruction.

1.3 Authority. You hereby authorize Coinbase Advisors to act as your agent for the limited purpose of transmitting orders or order information to your account at the relevant Trading Services Provider at your direction, or taking such other actions on your behalf as deemed necessary in Coinbase Advisor’s reasonable discretion to comply with the instructions you provide to Coinbase Advisors through the Services.

1.4 Nature of the Outputs. Unless expressly provided in a separate written agreement with you:

Coinbase Advisor does not provide, and should not be relied on for, financial planning, retirement planning, tax, accounting or legal advice, or other professional advice (other than advice pertaining to the use of products and services offered by the Coinbase Entities).

Please note, Outputs are based on the LLMs’ interpretation of various, limited information. Furthermore, Outputs may not be comprehensive in considering all facets of macroeconomics, markets, and individual users’ specific situations, and thus should not be relied on as such. Coinbase Advisors does not guarantee any specific investment performance in any way.

1.5 Relationship to other Coinbase terms. Your use of the Services occurs in connection with your Coinbase accounts and remains subject to the Coinbase User Agreement, the Coinbase Global Privacy Policy, and any applicable product-specific terms governing the underlying Coinbase Entity products or services you access, such as for Derivatives Products and Securities Products (collectively, the “Coinbase Platform Terms”). These Terms supplement, and do not replace, the Coinbase Platform Terms. If there is a direct conflict between these Terms and the Coinbase Platform Terms regarding the Services, these Terms control for that conflict.

1.6 Offering products and roles.

For purposes of these Terms:

Coinbase Advisors may provide Outputs that constitute suggestions, recommendations or advice regarding products and services made available through a Trading Services Provider. To the extent it does:

1.7 Information provided by you. You acknowledge that Coinbase Advisors may rely on information provided by you regarding your financial situation, investment experience, trading objectives, risk tolerance, time horizon, and any other relevant personal or financial circumstances. You agree that you are solely responsible for ensuring that all information provided by you is complete, accurate, and kept up to date, and you agree to promptly notify Coinbase Advisors of any material change to such information.

1.8 Affiliated products and revenue. Coinbase Advisor may suggest products and services offered by other Coinbase Entities and can only execute any Trading Services exclusively through other Coinbase Entities acting as Trading Services Providers. The Coinbase Entities will earn fees or other revenue if you act on such suggestions or otherwise engage with any Trading Services (such fees shall be no different than what would be charged to you were such actions taken without the use of Coinbase Advisor). Coinbase Advisor may also suggest that you buy or sell assets in which one or more of the Coinbase Entities is also an investor or in which they have a direct or indirect ownership or economic relationship with the issuer, where they might benefit if you act on such a suggestion. These benefits to such entities present a conflict of interest between us and you, and you should consider the merits of Coinbase Advisor’s suggestions only after taking this conflict into account. For more information, see the Coinbase Advisor Risk Disclosures, incorporated into these Terms as Appendix 2.

1.9 Independent Entities. By using the Services, you acknowledge and agree that:

2.1 Eligibility. You may use the Services only if:

2.2 Jurisdiction and geofencing. The Services are available only in certain jurisdictions. We may use geolocation, know-your-transaction (“KYT”), and other controls to enable or block access. We may update the list of supported jurisdictions or eligibility criteria at any time.

2.3 Use on behalf of organizations. If you access the Services on behalf of a company, decentralized autonomous organization, or other organization, you represent that you have authority to bind that organization to these Terms, and all references to “you” include that organization.

3.1 Ownership of the Services. As between you and us, Coinbase Advisors owns all rights, title, and interest in and to the Services, and any and all related intellectual property and proprietary rights of any nature anywhere in the world, including all models (including LLMs), software, source code, websites, website contents, trade secrets, model weights, training and other data, interfaces, documentation, content, patents, copyrights, trademarks, trade names, logos, trade dress, service marks, internet domain names and other indicia of origin (including the “look and feel” of the Services) (collectively, “Intellectual Property”).

3.2 License to use the Services. Subject to your continued compliance with these Terms, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services only in accordance with these Terms and applicable law and regulation, and solely for your personal, lawful purposes. Any other use of the Services is expressly prohibited. 

3.3 License Grant. As between you and us, you grant Coinbase Advisors and its affiliates a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to host, store, reproduce, display, perform, use, modify, create derivative works from, and otherwise process your data, information, text, prompts, instructions, messages, or other materials you submit to or through the Services, including any content you provide in chat, configuration settings or other inputs. We may use such things to operate, improve, or test the Services or to comply with law, legal process or regulatory obligation.

3.4 No implied rights. Except for the limited rights expressly granted to you in these Terms, we reserve all other rights in and to the Services. We do not grant you or any third party any license or other rights, by implication, waiver, estoppel, or otherwise, under any Intellectual Property, except as expressly set forth in these Terms. You acknowledge and agree that the trademarks, trade names, logos, trade dress, service marks, internet domain names and other indicia of origin displayed or otherwise used in connection with the Services, including the “look and feel” of the Services (collectively, the “CA Marks”) are the trademarks of Coinbase Advisors or its third-party licensors. You shall not use the CA Marks for any purpose, including for advertising and promotion or to otherwise imply any relationship with, or endorsement by, us. You shall not infringe, misappropriate or otherwise violate our Intellectual Property and will comply with our reasonable requests to protect our and our third-party service providers’ Intellectual Property and other rights in and to the Services and the CA Marks. 

4.1 Technical requirements. To access the Services, you must have:

You are responsible for any hardware, software, mobile carrier, or internet-service charges you incur.

4.2 Account security. You are responsible for maintaining the security of your Coinbase login credentials and any devices you use to access the Services. We are not responsible for unauthorized access to your account that results from your failure to safeguard those credentials or devices. You are responsible for all actions and activity that occurs under your accounts.

4.3 Service changes and availability. We may add, remove, or modify features or functionality of the Services, or suspend or discontinue the Services (for you and/or for anyone else), at any time and for any reason, with or without notice. We do not guarantee that the Services will be available at all or any times or without interruption.

5.1 Chat interface. The primary way you interact with the Services is through a chat-style interface that allows you to enter natural-language prompts, receive text responses, and execute transactions in the UI as described below. We may also present example prompts, trending news, explanations, and educational content as part of the Services.

5.2 Order initiation. 

An Output from Coinbase Advisor may include one or more user interface elements, including widgets, buttons, links, or user interfaces, that, when selected, opens or pre-populates an order ticket or other order-entry interface provided by, and in the name of, the applicable Trading Services Provider (for example, the Coinbase, Inc. order ticket for Digital Assets, the Coinbase Capital Markets order ticket for Securities Products, or the Coinbase FCM order ticket for Derivatives Products). In each case, an order may be transmitted to and executed by the Trading Services Provider by Coinbase Advisor. The resulting order is placed in your account at, and is a transaction with, that Trading Services Provider, and the Trading Services Provider's customer agreement, disclosures, and other terms continue to govern. Coinbase Advisors is not offering the order ticket or accepting the order; the Advisor UI is intended merely as a convenient means of facilitating orders and/or services that you can already place, access or use through the Trading Service Providers and does not create any additional offer of financial products or otherwise execute trades in any manner except that which would otherwise occur with respect to the Trading Services in the normal course.

You must review and confirm any order or transaction before it is submitted, and no order will be transmitted or placed until you explicitly confirm it (for example, by tapping the confirmation button). Use of any interface described in this Section does not alter the terms governing your relationship with the underlying Trading Services.

5.3 Trading Services Interfaces. Where an Output relates to a product or service made available through a Trading Services Provider:

5.4 Trend and notification features. We may offer trend-based features or notifications (for example, surfacing assets, strategies, or categories that meet certain criteria or are “trending”). These features or notifications may be delivered through the Services or through other Coinbase channels. 

5.5 No change to underlying product requirements. Use of Coinbase Advisor does not change the eligibility criteria, risk disclosures, or other requirements for any underlying product or service made available through a Trading Services Provider. All standard onboarding, KYC/KYT, suitability, margin, credit, or regulatory checks continue to apply and are performed by the applicable Trading Services Provider.

You agree not to use the Services in any manner or for any purpose that:

We may immediately and without notice suspend or terminate your access to the Services and delete any and all of your content if we believe you have violated this Section 6 or any other provision of these Terms. We reserve the right to monitor, review and audit your use of the Services (including the content you provide) for compliance with this Section 6 and these Terms.

7.1 Assumption of risk. By using the Services, you acknowledge and agree that:

You understand that you are solely responsible for evaluating these risks before using any product or strategy referenced by the Services.

7.2 Risk Disclosures. The Coinbase Advisor Risk Disclosures, incorporated into these Terms as Appendix 2, describe important risks associated with the Services and with the products and strategies that Coinbase Advisor may reference. By using the Services, you represent that you have reviewed and understand those Risk Disclosures and that you accept the risks described in them. As described in the Risk Disclosures, you are solely responsible for:

Each Trading Services Provider may provide its own customer agreements and risk disclosures. Those documents govern your relationship with the applicable Trading Services Provider.

8.1 No guarantees.  The Services do not guarantee any particular outcome or level of performance. Examples, hypothetical performance, scenarios, or projections are for illustration only and are not guarantees of future results. Market, pricing, news, and other data that the Services display or rely on (including data surfaced or summarized by Coinbase Advisor), or that may affect your investments or the Output, may be delayed, incomplete, approximate, or otherwise not reflective of current conditions, and Coinbase Advisors may not have access to or consider all information that may be available about a particular asset, market, or event. Coinbase Advisors does not guarantee that such information will be accurate. Outputs may be incomplete, inaccurate or out of date. You should not rely on these Outputs alone and you should do your own research before making any investment decisions.

8.2 Limited view of your circumstances. Coinbase Advisor generally considers only your activity on the Coinbase application and website and some of the information you provide through the interface as well as the responses to the suitability questionnaire. It does not have access to or consider your entire financial picture unless you explicitly provide that information, and even then may not fully account for it. Outputs may therefore be inappropriate when viewed in the broader context of your finances.

8.3 Excluded topics. Coinbase Advisor does not provide, and should not be relied on for, financial planning, retirement planning, tax or legal advice, or other professional advice (other than advice pertaining to the use of Coinbase products and services). Coinbase Advisor is not intended to provide advice about insurance, debt management, credit repair, specific tax filing positions, employment decisions, housing decisions, healthcare decisions, or legal strategies. Notwithstanding such intent, Coinbase Advisor might generate advice-adjacent content, and such content should not be relied upon. No Output, including any that touches on those topics, should be relied on as professional advice.

8.4 Fiduciary obligations. Coinbase Advisor may provide advisory services that may give rise to fiduciary or similar duties under applicable law. Any such duties arise only to the extent required by applicable law and in connection with the particular advisory services, and they are subject to any potential disclosures as provided in the Coinbase Advisor Risk Disclosures. Your use of Coinbase Advisor in contexts where we are not acting pursuant to licensed advisory services does not expand any fiduciary or advisory duties we owe beyond those imposed by applicable law.

We are not responsible for the actions or omissions of other users of the Services. If you have a dispute with another user or any third party in connection with the Services, you release the Coinbase Entities from any claims, demands, or damages arising out of or related to that dispute, to the maximum extent permitted by law.

If you submit questions, comments, suggestions, ideas, reviews, or other feedback about the Services (“Feedback”), you hereby grant the Coinbase Entities a perpetual, irrevocable, worldwide, non-exclusive, transferable, freely sublicensable (through multiple tiers), fully-paid up, and royalty-free license to use, sell, display, perform, copy, modify, create derivative works of, and otherwise exploit, the Feedback for any purpose without acknowledgment or compensation to you.

The Coinbase Advisors chat interface is not an official channel for customer complaints, regulatory feedback, or compliance-related issues. For all official complaints or concerns, please use Coinbase's designated support channels.

Our collection, use, and sharing of personal data and certain other data relating to the Services are described in the Coinbase Global Privacy Policy and any Coinbase Advisor–specific privacy notices. By using the Services, you consent to the processing of your data in accordance with those policies and notices.

12.1 Third-party technologies. The Services may rely on or provide access to technology, content, or services operated by third parties (for example, cloud-infrastructure providers, AI model providers, or data vendors) (“Third-Party Services”). Your use of any Third-Party Services may be subject to additional terms, policies, or agreements with those third parties. You will comply with any applicable requirements or restrictions imposed by the Third-Party Services that we may communicate to you from time to time.

12.2 Responsibility for Third-Party Services. We do not control and are not responsible for Third-Party Services, including their availability, accuracy, security, or privacy practices. Any dealings you have with Third-Party Services while using the Services are solely between you and those Third-Party Services. The Coinbase Entities are not liable for any damage or loss caused by or in connection with your use of or reliance on Third-Party Services.

We or another Coinbase Entity may offer additional services that interact with or build on the Services. Those services may require you to agree to extra terms. If there is a conflict between these Terms and the additional terms for an additional service, the additional terms will govern with respect to that service.

To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless the Coinbase Entities (including without limitation Coinbase Advisors) from and against any claims, disputes, demands, liabilities, damages, losses, and expenses (including attorneys’ fees) arising out of or related to: (a) your violation of these Terms or the Coinbase Platform Terms or your provision of incomplete or incorrect information to Coinbase Advisor in connection with your use of the Services; (b) your negligence, willful misconduct, or violation of law; or (c) infringement, misappropriation or other violation of Intellectual Property by your content. If you are obligated to indemnify any Coinbase Entity, we may, in our sole discretion, control the defense and settlement of the claim, and you agree to cooperate fully with that defense and settlement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COINBASE ADVISORS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. COINBASE ADVISORS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT (I) ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; (II) THE SERVICES WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, INCLUDING ANY WALLETS; (III) THE SERVICES WILL BE SECURE, COMPLETE, OR FREE OF HARMFUL CODE, BIAS OR ERRORS; (IV) THE 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 THAT (V) THE SERVICES WILL PROTECT YOUR ASSETS FROM THEFT, HACKING, CYBER ATTACK, OR OTHER FORM OF LOSS OR DEVALUATION CAUSED BY THIRD-PARTY CONDUCT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COINBASE ADVISORS NOR ITS RESPECTIVE SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES 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 SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COINBASE ADVISORS OR ITS RESPECTIVE SERVICE PROVIDERS HAVE 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.

COINBASE ADVISORS WILL NOT BE LIABLE FOR ANY LOSS, CLAIM, DAMAGES OR EXPENSES ARISING OUT OF ANY ACTION OR OMISSION IN CONNECTION WITH YOUR USE OF THE SERVICES, EXCEPT TO THE EXTENT SUCH LOSS, CLAIM, DAMAGE OR EXPENSES ARISE FROM COINBASE ADVISORS’ BREACH OF FIDUCIARY DUTY, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. NOTHING IN THESE TERMS SHALL BE CONSTRUED TO WAIVE OR LIMIT ANY RIGHTS THAT YOU MAY HAVE UNDER FEDERAL SECURITIES LAWS, OR ANY OTHER APPLICABLE LAW OR REGULATION. COINBASE ADVISORS SHALL NOT BE RESPONSIBLE FOR LOSSES RESULTING FROM MARKET CONDITIONS, ACTS OR OMISSIONS OF THIRD PARTIES, OR DECISIONS MADE BY YOU CONTRARY TO THE RECOMMENDATIONS GENERATED BY COINBASE ADVISOR.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COINBASE ADVISORS AND YOU.

IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF YOUR STATE OF RESIDENCE, 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.

You hereby represent and warrant, as of the date hereof and on each day you use or access the Services that:

17.1 You have all necessary power and authority to enter into these Terms and to carry out your obligations hereunder. 

17.2 Neither the execution of these Terms, nor the use of the Services, by you, does or will violate any applicable law, statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which you are subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which you are a party.

17.3 All information that you provided or may provide to us is complete, accurate, up-to-date and correct in all respects. If any information supplied by you is no longer complete, up-to-date or correct in any respect, you shall provide us with any revised and updated information without delay. 

17.4 You will not use the Services if any applicable laws or regulations in any jurisdiction prohibit you from doing so.

We may update these Terms from time to time. If we make material changes, we will update the “Last Updated” date at the top of these Terms. Your continued use of the Services after changes become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use of the Services.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be posted online, in the Services, 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 Services.

These Terms, any related documentation and any other documents incorporated by reference or on the Coinbase Advisor interface comprise the entire understanding and agreement between you and Coinbase Advisors as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including any prior versions of these Terms), between you and Coinbase Advisors. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.

We reserve the right to assign our rights without restriction, including without limitation to any Coinbase affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. In the event that Coinbase Advisors 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 this Agreement. Any attempted transfer or assignment by you 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. 

If any provision of these Terms is 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 these Terms shall not be affected.

We may suspend or terminate your access to the Services, in whole or in part, at any time and for any reason, with or without notice, subject to applicable law. Upon termination, your right to use the Services ceases immediately. Sections that by their nature should survive termination—including, without limitation, Sections 7–27, and the Appendices—will continue in effect.

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 the Federal Arbitration Act or other applicable federal law.

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, 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, power shortages, regional, national or global supply-chain disruptions, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

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.

You and Coinbase Advisors are independent contracting parties. Except as expressly provided in Section 1.3 (under which Coinbase Advisors acts solely as your agent for the limited purpose of transmitting or facilitating orders or order information to your account at a Trading Services Provider, or taking such actions as deemed necessary in its reasonable discretion to comply with, in each case, your instructions), these Terms do not create a partnership, or joint venture, or agency relationship, and you may not claim to be an agent or representative of Coinbase Advisors.

If you have a dispute with us, you agree to first contact Coinbase Support via the Coinbase 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 or action in small claims court. If you do not complete it, then you agree that your claim or action must be dismissed from arbitration or small claims court.

You agree to be bound by the Arbitration Agreement in Appendix 1 to these Terms.

You and Coinbase Advisors agree that, except as specified in the Batch Arbitration Provision set forth in Appendix 1 to these Terms, each of us may bring claims against the other only on an individual basis and not on a class, representative, or collective basis or as part of a mass action (such as a mass arbitration), and the parties hereby waive all rights to bring or to participate in such actions in arbitration or in court to the maximum extent permitted by applicable law. This provision does not prevent you or Coinbase Advisors from participating in a class-wide settlement of claims. YOU AND WE AGREE TO WAIVE OUR RIGHTS TO A JURY TRIAL. To the extent that any Dispute proceeds in court, and to the maximum extent permitted by applicable law, you and we agree to waive any right to a jury trial and have such matter resolved by a judge (also known as a bench trial).

Headings and captions used in these Terms are for reference purposes only and will not have any effect on the interpretation of these Terms. The word “including” or any variation thereof means “including, without limitation.” The word “or” shall be disjunctive but not exclusive.

Disputes Defined. “Disputes” are defined as any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, Terms or prior versions of the Terms, including claims and disputes that arose between us before the effective date of the Terms. The term “Disputes” is intended to be interpreted broadly. The provisions below describe which Disputes belong in arbitration, small claims court, or a court of general jurisdiction.

Pre-Filing Formal Complaint Requirement. Before an arbitration demand or small claims action is filed, you and we agree to exhaust the Formal Complaint Process. See Section 28, above.

Arbitration Agreement. You and we agree to arbitrate all Disputes in binding arbitration except for the following types of Disputes:

1. Disputes about whether the Dispute is arbitrable. You and we agree that any Disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including Disputes about the enforceability, revocability, scope, or validity of the Dispute Resolution section or any portion of the Dispute Resolution section (including the Arbitration Agreement) shall be resolved in a court of competent jurisdiction, not arbitration. This includes, but is not limited to, any dispute about whether the Batch Arbitration provision applies to the Dispute.

2. Disputes that are within the jurisdiction of a small claims court. You and we agree that if a Dispute could be brought in a small claims court in the county or parish in which you reside, then it must be brought in that small claims court, not arbitration, provided that it remains in that court and is not removed or appealed to a court of general jurisdiction.

3. Disagreements about whether a Dispute is within the jurisdiction of a small claims court. You and we agree that any disagreement about whether a Dispute is within the jurisdiction of a small claims court will be resolved by the small claims court in the first instance. Disagreements about whether a Dispute is within the jurisdiction of a small claims court may otherwise be resolved in a court of competent jurisdiction, but only after you or we have exhausted resolution from the small claims court.

4. Disputes about or related to infringement or misuse of intellectual property (“IP”) rights (e.g., trademarks, trade dress, domain names, trade secrets, copyrights, and patents). You and we agree that you or Coinbase Advisors must resolve Intellectual Property Disputes outside of arbitration (e.g., in a court of competent jurisdiction). This means, for example, if you have a Dispute that contains an Intellectual Property cause of action, which is not arbitrable under this agreement, and other causes of action that are arbitrable, then the arbitrable causes of action must proceed in arbitration and the Intellectual Property cause of action must proceed outside of arbitration consistent with the other terms of the Terms. You and we agree that all Intellectual Property Disputes shall not be stayed solely on the grounds that there exists a pending arbitration of arbitrable causes of action.

5. Disputes about whether you or we have violated state or federal securities laws. In the event that there is a Dispute about whether you or we have violated state or federal securities laws, you and we agree that such Disputes shall be resolved by a court of competent jurisdiction. This means, for example, if you have a Dispute that contains causes of action under the state or federal securities laws and other causes of action that are arbitrable, then the arbitrable causes of action must proceed in arbitration and the state or federal securities laws causes of action must proceed in a court of competent jurisdiction.

Arbitration Procedure. You and we agree that arbitration under this Arbitration Agreement will, depending on the circumstance, be administered by the American Arbitration Association (“AAA”) subject to the AAA’s Consumer Arbitration Rules then in effect, except as modified by this Arbitration Agreement. If the AAA is unable or unwilling to administer the arbitration consistent with the Arbitration Agreement, or if the Dispute is part of a Batch Arbitration, you and we agree that JAMS will administer the arbitration subject to the JAMS Rules and Procedures then in effect, including any Mass Arbitration Procedures and Guidelines applicable to the Dispute, except as modified by this Arbitration Agreement. You and we agree that if JAMS is unable or unwilling to administer the arbitration consistent with the Arbitration Agreement, and the parties cannot agree on an alternative provider that will do so, then you or we may petition a court of competent jurisdiction to appoint an administrator that will do so. The AAA and JAMS rules are available at https://adr.org/Rules and https://www.jamsadr.com/adr-rules-procedures/. You and we agree that the Terms evidence a transaction involving interstate commerce and notwithstanding any other provision with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and federal arbitration law (not state arbitration law) will govern any proceedings regarding enforcement of this Arbitration Agreement. Any applicable limitations periods (including statutes of limitations) shall apply in arbitration like in court. You and we agree that an arbitral award shall have no preclusive effect in any other proceeding involving other Users. You and we (and your and our counsel, if represented) agree to work together in good faith to ensure that arbitration remains efficient and cost-effective for all parties. The arbitrator shall have the authority to award sanctions against parties and their counsel consistent with the standard set forth in Federal Rule of Civil Procedure 11.

Severability. You and we agree to sever arbitrable Disputes (which shall be resolved in arbitration) from Disputes that are not arbitrable (which shall be resolved in court); you and we also agree that if any provision of this Arbitration Agreement is found unenforceable, then that portion of the Arbitration Agreement shall be severed and the remainder of the Arbitration Agreement shall continue to control. Notwithstanding the foregoing, if the “Batch Arbitration” provision would otherwise apply to the Dispute, but a court of competent jurisdiction determines that the “Batch Arbitration” provision is unenforceable as to the Dispute or a portion of the Dispute (and all appeals have been exhausted or the ruling is otherwise final) or JAMS or a JAMS arbitrator refuses to apply all of the provisions of the Batch Arbitration provision as written, then the affected Dispute or portion of the Dispute cannot proceed in arbitration and may proceed in a court of competent jurisdiction consistent with the other terms of the Terms unless the parties agree otherwise in writing.

Confidentiality. You and we agree that any information exchanged between us in an arbitration may be used solely for that arbitration. You and we agree that we may not, for example, use information you or we obtained from the other party in one arbitration proceeding in another arbitration proceeding. You and we also agree to keep any information exchanged between us in any arbitration proceeding confidential between us, you, your and our attorneys, and the arbitrator. To the extent additional persons require access to information exchanged for purposes of the arbitration, you and we agree to negotiate in good faith for the entry of a protective order that will impose similar confidentiality obligations.

Arbitrator Appointment. Any arbitrator appointed under the Arbitration Agreement will be selected by the parties from the AAA or JAMS’s roster of arbitrators. If the matter is proceeding before JAMS, then you and we agree that the arbitrator shall be appointed in accordance with JAMS’s strike and rank process set forth in Rule 15 of the Comprehensive Arbitration Rules & Procedures. If the matter is proceeding before AAA, you and we agree that the arbitrator will be appointed through a strike and rank process consistent with the approach taken by JAMS in Rule 15 of the Comprehensive Arbitration Rules & Procedures.

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 Dispute 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 Coinbase Advisors 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.

Waiver of Class, Collective, Representative, Mass Actions, and Other Non-Individualized Relief. YOU AND COINBASE ADVISORS AGREE THAT, EXCEPT AS SPECIFIED IN THE BATCH ARBITRATION PROVISION SET FORTH BELOW, 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, LITIGATED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION (SUCH AS A MASS ARBITRATION) BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED, LITIGATED, 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. 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 provision entitled “Waiver of Class, Collective, Representative, Mass Actions, 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 Coinbase Advisors 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 a court of competent jurisdiction consistent with the other terms of the Terms. This provision does not prevent you or Coinbase Advisors from participating in a class-wide settlement of claims.

Batch Arbitration. You and we agree to abide by this Batch Arbitration provision in the event that: (a) there are twenty-five (25) or more individual arbitration demands of substantially similar nature filed by us against you and other customers or by you and others against us and (b) such arbitration demands are filed with the assistance of the same law firm, group of law firms, or organizations. You and we agree that arbitration demands will not be deemed “substantially similar” if they involve claims seeking relief in connection with alleged losses of assets arising from different facts and circumstances. Arbitration demands that trigger the application of this Batch Arbitration provision can be administered in arbitration only pursuant to the provisions of this Batch Arbitration Provision. See Severability, above.

1. If this Batch Arbitration provision is triggered, then JAMS shall:

a. administer the arbitration demands in batches;

b. appoint a single, different arbitrator for each batch unless the parties agree otherwise; and

c. 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 in-person or video hearing (if any) in a format to be determined by the arbitrator that shall be convenient for the parties. You and we agree that if the Dispute is subject to this Batch Arbitration process, you will personally appear at any hearing (with counsel, if you are represented).

2. The number of batches will depend on the number of arbitration demands that were filed. The batching methodology is set forth below:

a. If there are more than 25 but fewer than 2,000 arbitrations, then there will be 20 batches.

b. If there are 2,000 or more arbitrations, then they will be batched into batches of 100 arbitrations per batch.

c. In deciding which arbitration demands will go in which batch, JAMS shall make the batches as equal as possible in terms of cumulative amount demanded and number of arbitration demands.

3. You and Coinbase Advisors (and your and our counsel, if represented) agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for each Batch, as well as any steps to minimize the burdens and costs of arbitration. You and Coinbase Advisors (and your and our counsel, if represented) agree to work together in good faith throughout the Batch Arbitration process to streamline procedures, modify the number of arbitrations to proceed per batch as appropriate, increase efficiencies, and seek to resolve Disputes.

4. You and we agree that arbitrations administered pursuant to this Batch Arbitration provision may be administered concurrently to the extent administratively feasible.

5. Arbitrators appointed pursuant to this Batch Arbitration provision shall issue separate awards for each Coinbase Advisors User involved in a batched proceeding.

6. 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.

1. Incorporation of Coinbase Advisor Risk Disclosures

You agree that the Coinbase Advisor Risk Disclosures are incorporated by reference into these Terms.