Futures Account Agreement
This Futures Account Agreement (this “Agreement” or “Futures Agreement”) sets forth the terms and conditions upon which Coinbase Financial Markets, Inc. (“CFM,” or “us,” “we,” “our,” or “ours”) agrees to maintain a CFM Account (as defined below) and act in its capacity as futures commission merchant (“FCM”), executing, clearing, and/or carrying futures contracts cleared through any derivatives clearing organization (collectively “Contracts”) on behalf of the undersigned Customer (“Customer,” or “you,” “your,” “yours”). “CFM Account” means the trading account you open with CFM for the purpose of trading Contracts and for purposes of this Futures Agreement, the term “Services” means all websites, platforms, and related services provided to you by CFM or its Affiliates for the trading of Contracts.
Futures trading involves significant risk of loss beyond losses that may be experienced in underlying spot markets. Please review our Risk and Other Disclosures carefully before you invest.
To open and continue to maintain a CFM Account, you acknowledge and agree that you must maintain an active account with Coinbase, Inc. subject to the Coinbase, Inc. User Agreement (as amended, modified or supplemented from time to time, the “User Agreement”) (such account referred to as a “CBI Account”) and that your access to the CFM Account relies on the websites and services provided to you by Coinbase Inc. In addition to the terms described in this Futures Agreement, you and CFM agree that your use of the Services shall be governed by the following provisions of the User Agreement, as such provisions may be in effect from time to time, as if you and CFM were each a party to the User Agreement and that all references to “Services”, the “Coinbase Site” (which expressly includes https://www.coinbase.com/fcm), and “Communications” contained in that User Agreement shall be deemed to also refer to the same terms as defined and contained in this Futures Agreement:
Section 1.3. Consent to Access, Processing and Storage of Your Personal Data & Identity Verification.
Section 1.4. Access
Section 5. Data Protection and Security
Section 6.2. Website Accuracy
Section 6.6. Password Security, Contact Information
Section 6.9. Designating a Fiduciary
Further, you agree that you have read, understand, and accept all of the terms of the User Agreement, including our Privacy Policy, Cookie Policy, Prohibited Use Policy, E-Sign Disclosure and Consent Policy and any other policy contained or incorporated by reference in the User Agreement, and that all such agreements and policies are incorporated by reference in this Futures Agreement.
If the terms set out in this Futures Agreement are inconsistent with the terms set out in the User Agreement, the terms in this Futures Agreement will govern your use of the Services. Any capitalized term used herein and not otherwise defined shall have the meaning given in the User Agreement.
If at any point your access to your CBI Account is terminated, restricted, or suspended, CFM may exercise its rights under this Futures Agreement to suspend, restrict, or terminate your access to your CFM Account and exercise any remedies under this Futures Agreement.
This Futures Agreement is binding on and shall inure to the benefit of your estate, heirs, executors, administrators, personal representatives, successors, and assigns. This Futures Agreement is binding on and shall inure to the benefit of CFM’s successors and assigns.
Amendment of these Terms: We may amend or modify this Futures Agreement at any time by posting the revised agreement on the Coinbase Site and/or providing a copy to you (each, a “Revised Agreement”). Any Revised Agreement shall be effective as of the time it is posted on the Coinbase Site or provided to you, but will not apply retroactively, unless specifically so stated and with your acknowledgment. Your continued use of the Services after the posting or provision of a Revised Agreement constitutes your acceptance of such Revised Agreement. If you do not agree with the terms of any Revised Agreement, your sole and exclusive remedy is to terminate your use of the Services and close your CFM Account.
Dispute Resolution: PLEASE BE AWARE THAT SECTION 19 (COMPLAINTS, AND DISPUTE RESOLUTION) CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND CFM. PLEASE READ SECTION 19 CAREFULLY.
1. CFM Representations
CFM is registered as an FCM with the U.S. Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
2. Customer Representations, Warranties, and Acknowledgments
a. Self-Directed Account. You acknowledge and agree that the CFM Account opened with CFM is self-directed and you are solely responsible for all orders of Contracts placed in the CFM Account and you will use your CFM Account only for yourself, and not on behalf of any third party.
b. U.S. Person. You represent that you are, and will be at all times until the termination of this Futures Agreement and satisfaction of all obligations hereunder, a U.S. person for purposes of the Commodity Exchange Act, as amended (the “CEA”), and located in the United States.
c. Legal Capacity. You are of legal age in the U.S. jurisdiction in which you reside and maintain the capacity and authority to enter into this Futures Agreement.
d. No Violation of Law. You represent that Contracts do not and will not violate Applicable Law (as defined below), any other law applicable to you, or any judgment, decree, order, or agreement to which you or your property is subject. You further represent that your performance of obligations hereunder are in compliance with Applicable Law, and you are not the target of applicable governmental sanctions. You acknowledge and agree that this Futures Agreement is binding on and enforceable against you in accordance with its terms.
e. Contact Information. You are responsible for providing CFM with a true, accurate, and complete e-mail address and contact information, and keeping such information up to date. You understand and agree that if CFM sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, CFM will be deemed to have provided the Communication to you. You may update your information by logging into your CFM Account and visiting settings or by contacting our support team at https://help.coinbase.com.
f. Accuracy and Completeness of Information. You represent and warrant that all information provided by you to CFM and/or its Affiliates (as defined below) is true and correct. You acknowledge and agree to promptly notify CFM by contacting support at https://help.coinbase.com/, or by updating your CFM Account information online, of any change in any such information or any changes in circumstances which could affect the representations and information provided by you to CFM or would in any way affect your ability to enter into any transactions contemplated herein, satisfy any obligation hereunder, or comply with any term of this Futures Agreement. CFM may rely on all information you provide to CFM or its Affiliates and you agree to provide CFM or its Affiliates with any supplemental information they request within the requested time frame. “Affiliate” means any entity under common ownership or control with a person.
g. CFTC Regulation 155.3(c). You represent that you are not an associated person, principal, general partner, employee, or otherwise associated with an FCM or introducing broker, as defined under the CEA, or if you are so employed or associated, you acknowledge and agree that in order to open a CFM Account you must provide written consent from such FCM or introducing broker.
h. Off-Exchange Transactions. You acknowledge and agree that you may not enter into any Contract via a “block trade,” “exchange for related position,” or similar type of transaction for which you are required to be an “eligible contract participant,” as defined under the CEA and the rules and interpretations of the CFTC.
i. Proprietary Trading. You specifically acknowledge and agree that CFM or its Affiliates may execute proprietary trades for itself and its Affiliates, even though CFM may simultaneously hold unexecuted orders for you for the same products at the same or similar prices. You further acknowledge and agree that CFM may enter into transactions in Contracts with you for its own account or for its Affiliates or another customer of CFM and may charge fees or earn a profit on those transactions.
3. No Advice Regarding Investment, Tax, Trading or Account Type
a. None of CFM, its Affiliates, or their respective representatives, will: (i) provide you with investment advice or recommendation; (ii) offer any opinion regarding the suitability of any Contract, account type, order, transaction, or investment advisor or strategy; (iii) solicit any order for the CFM Account or service level; (iv) alert you to any recommended change to your investments, accounts, or services; or (v) provide legal, tax, or accounting advice (the subsections collectively, "Advice"). Nothing on the Coinbase Site is or shall be deemed a recommendation or solicitation to buy or sell Contracts or any other investment products, or as to the manner in which such Contracts or investment products are bought or sold, or to engage in any investment strategy.
b. You will not seek or rely on any Advice, or any communication that could be construed as such, from CFM, its Affiliates, or their respective representatives. Discussion of alternatives, such as the different types of Contracts or other investment products available to you shall not be deemed “Advice.” Because CFM does not provide Advice, CFM is not responsible for the suitability or appropriateness of any Contract, order, trade, investment, investment strategy, selection of advisor or other activity of Customer. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You agree that any order submitted to or transaction executed by CFM is solely your own decision and is based on your own evaluation of your personal financial situation, needs, and investment objective(s). CFM does not endorse and is not responsible for any advice, representation, content or other information provided by its Affiliates or third parties, including but not limited to any such information or third party referenced by or accessed through the Coinbase Site.
c. Quotes, news, research, and information accessible to you through CFM tools and services (including through links to outside websites) (“Information”) may be prepared and/or provided by third parties (“Providers”). The Information is the property of the Provider or their licensors, who are solely responsible for its content, and is protected by law. You agree not to reproduce, distribute, sell or commercially exploit the Information in any manner without written consent of the Provider. CFM reserves the right to terminate access to the Information. None of the Information constitutes a recommendation by CFM or a solicitation to buy or sell. CFM, its Affiliates, and the Providers do not guarantee accuracy, timeliness, or completeness of the Information, and you should consult an advisor before making investment decisions. Reliance on quotes, data or other information is at your own risk. In no event will CFM, any CFM Affiliate, or the Providers be liable for consequential, incidental, special or indirect damages arising from use of the Information. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE INFORMATION, INCLUDING WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR USE OR WARRANTY OF NONINFRINGEMENT.
d. The tax treatment of Digital Asset transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using the Services under this Agreement. You are solely responsible for reporting and paying any applicable taxes arising from transactions using the Services, and acknowledge that CFM does not provide investment, legal, or tax advice governing these transactions. You understand that CFM shall report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using the Services to a tax or governmental authority or self-regulatory organization to the extent such reporting is required by Applicable Law (as defined below). CFM also shall withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by Applicable Law. From time to time, CFM shall ask you for tax documentation or certification of your taxpayer status as required by Applicable Law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by Applicable Law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to transactions in Contracts.
5. Applicable Law
The CFM Account and each Contract carried by CFM in your CFM Account shall be subject to: (i) the CEA, and all rules and interpretations of the CFTC and the NFA; (ii) the constitution, by-laws, rules, interpretations, policies, and customs of any applicable exchange or clearing organization (each of which is referred to as an “Exchange”); and (iii) any other federal or state laws, rules, or orders applicable to CFM or to your trading of Contracts (collectively, “Applicable Law”). CFM, its Affiliates, and their respective partners, officers, directors, employees, and agents (collectively, “CFM Parties”) shall not be liable as a result of any action taken by such CFM Parties, or any clearing brokers or floor brokers, to comply with Applicable Law. In connection with your CFM Account, you agree to fully comply with all Applicable Law. Any failure by such CFM Parties to comply with any Applicable Law will not relieve you of any obligations under this Futures Agreement, nor will it be construed to create rights hereunder in favor of you and against such CFM Parties.
6. Lien and Security Interest
a. Grant of Security Interest. You grant to CFM and the other CFM Parties a continuing first priority security interest in, lien on and right of set off against all of your right, title and interest, whether now owned or existing or hereafter acquired or arising, in
i. Your CFM Account and all Contracts and other property maintained in your CFM Account;
ii. Your CBI Account including all your Digital Asset Wallets, all Digital Assets and other property carried in your Digital Asset Wallets, all your USD Wallets, and all cash, liquid investments and other property carried in your USD Wallets;
iii. Any other property otherwise in our possession and control for any purpose; and
iv. All proceeds thereof (collectively, the “Collateral”)
to secure payment, and to discharge all of your obligations to CFM or any other CFM Party, which Collateral is subject to a general lien of, and right of set off by, any CFM Party for any and all such obligations.
b. No Other Liens. You represent that the Collateral is and shall be free and clear of all prior liens, claims and encumbrances (other than liens solely in favor of CFM or any other CFM Party), and you will not cause or allow the Collateral, whether now owned or hereafter acquired, to be or become subject to any liens, security interests, mortgages or encumbrances of any nature other than security interests solely in favor of CFM or any other CFM Party.
c. Perfection. CFM has a perfected security interest in your CFM Account, and CFM agrees that it holds its perfected security interest for itself and on behalf of the other CFM Parties. CFM will apply (and you agree that CFM may apply) any value distributed on the CFM Account as directed by any CFM Party with a security interest in the CFM Account. You shall execute such documents and take such other actions as CFM or any other CFM Party shall reasonably request in order to perfect and maintain the priority of CFM’s or any other CFM Party’s security interest with respect to the Collateral, or to enable CFM to exercise and enforce its rights and remedies hereunder with respect to the Collateral, all financial assets held therein or credited thereto and all proceeds thereof. Without limiting the generality of the foregoing, You hereby authorize the filing of such financing and continuation statements or amendments thereto, and shall execute or deliver such other instruments, endorsements or notices, as may be reasonably necessary or desirable or as CFM may reasonably request in order to perfect and preserve the security interests granted or purported to be granted hereby. To the extent any property maintained in your CFM Account is not a commodity contract, you and CFM intend and agree that such property is and at all times shall be “financial assets” within the meaning of the Uniform Commercial Code and that your CFM Account shall be a securities account solely with respect to such financial assets. CFM shall have a perfected security interest in such financial assets and such securities account for itself and on behalf of the other CFM Parties.
d. Control by CFM and Coinbase, Inc. For purposes of perfecting CFM’s and any other CFM Party’s security interest in the CBI Account, any Digital Asset Wallet or any USD Wallet, Coinbase, Inc. holds the CBI Account, Digital Asset Wallet or USD Wallet for itself and also as agent for CFM and the other CFM Parties, and has control over the CBI Account, the Digital Asset Wallet or USD Wallet for its own benefit and for the benefit and on behalf of CFM and the other CFM Parties. You, CFM and Coinbase, Inc. intend and agree that all Digital Assets in your CBI Account are and at all times shall be “financial assets” within the meaning of the Uniform Commercial Code in accordance with the terms of the User Agreement. You hereby authorize Coinbase Inc., as securities intermediary with respect to your Digital Assets and Digital Asset Wallets, and Coinbase, Inc. agrees, to comply with all instructions from CFM, as secured party for itself and the other CFM Parties, with respect to the Digital Assets and Digital Asset Wallets as contemplated in this Agreement, without further consent or direction from you or any other party. You acknowledge, agree, and expressly intend that, through the agreement of Coinbase, Inc. to comply with all of CFM’s instructions to Coinbase Inc., our security interest in the Digital Assets and Digital Asset Wallets be perfected by “control” within the meaning of Article 9 of the Uniform Commercial Code in accordance with the terms of the User Agreement. For avoidance of doubt, Section 2.7 of the User Agreement shall continue to apply to your Digital Assets and Digital Assets Wallets.
e. Maintenance of Collateral. At all times during the term of this Futures Agreement, you shall maintain a minimum aggregate balance in your CFM Account and your CBI Account and USD Wallet in an amount sufficient to satisfy the applicable Margin Requirements (as defined below).
8. Liquidation of Positions
a. YOU ACKNOWLEDGE AND AGREE THAT CFM HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, BUT NOT THE OBLIGATION, TO LIQUIDATE ALL OR ANY PART OF YOUR CONTRACTS OR ASSETS IN YOUR CFM ACCOUNT AND/OR OFFSET OR MITIGATE THE RISK OF ANY OF YOUR CONTRACTS, AT ANY TIME AND IN ANY MANNER, WITHOUT PRIOR NOTICE OR MARGIN CALL TO YOU IF AT ANY TIME:
I. YOUR CFM ACCOUNT HAS ZERO EQUITY OR IS IN DEFICIT (I.E., NEGATIVE EQUITY);
II. YOUR CFM ACCOUNT HAS INSUFFICIENT FUNDS TO MEET MARGIN REQUIREMENTS;
III. CFM ANTICIPATES, IN ITS SOLE AND ABSOLUTE DISCRETION, THAT THE HOLDING OF A CONTRACT IN YOUR CFM ACCOUNT LIKELY WILL RESULT IN A MARGIN DEFICIENCY;
IV. AN EVENT OF DEFAULT (AS DEFINED BELOW) HAS OCCURRED;
V. THIS FUTURES AGREEMENT OR THE USER AGREEMENT HAS BEEN TERMINATED;
VI. YOUR CFM ACCOUNT OR CBI ACCOUNT IS (OR BOTH ARE) TERMINATED, SUSPENDED OR RESTRICTED; OR
VII. CFM DETERMINES, IN ITS SOLE AND ABSOLUTE DISCRETION, THAT LIQUIDATION IS NECESSARY OR ADVISABLE FOR CFM’S PROTECTION.
YOU WILL BE LIABLE AND AGREE TO PROMPTLY PAY CFM THE AMOUNT OF ANY DEFICIENCIES IN YOUR CFM ACCOUNT THAT ARISE FROM OR REMAIN AFTER SUCH LIQUIDATION OR OTHER ACTION DESCRIBED ABOVE. CFM HAS NO LIABILITY FOR ANY LOSS SUSTAINED BY YOU IN CONNECTION WITH ANY SUCH LIQUIDATION (OR IF CFM DELAYS EFFECTING, OR DOES NOT EFFECT, SUCH LIQUIDATION). YOU SHALL REIMBURSE AND HOLD CFM HARMLESS FOR ALL ACTIONS, OMISSIONS, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES), OR LIABILITIES ASSOCIATED WITH ANY SUCH LIQUIDATION OR OTHER ACTION DESCRIBED ABOVE UNDERTAKEN BY CFM.
b. CFM may liquidate your positions through any market or dealer, or through private sales, off-exchange transactions or any other method in CFM’s sole and absolute discretion, and CFM or its Affiliates may take the other side of liquidating transactions. You acknowledge and understand that CFM, in its sole and absolute discretion, may choose which futures positions to liquidate, and the sequence, timing and manner of liquidation
c. CFM’s right to offset and/or mitigate the risk of any of your futures positions includes the right, in its sole and absolute discretion, to buy and/or sell any futures contracts or other transactions on whatever exchange or market, in any manner including but not limited to the use of spreads, off-exchange transactions, such as an exchange for related position or other cash transactions, in order to effectuate such offset and/or mitigation of risk. CFM, however, is not obligated to take any action to offset and/or mitigate the risk of your futures positions.
d. To the extent permitted by Applicable Law, you hereby authorize CFM, without prior notice and in CFM’s sole and absolute discretion, to arrange for the liquidation of any assets held by Coinbase, Inc. in your CBI Account in an effort to reduce any margin deficiency or debit balance in your CFM Account. As permitted by Applicable Law, you hereby specifically authorizes CFM, in its sole and absolute discretion and without prior notice, to arrange for the transfer of funds from any other account you maintain with CFM or any of its Affiliates (including your CBI Account) to your CFM Account in such amount that in CFM’s judgment may be necessary at any time to avoid a margin call, to reduce the debit balance in your CFM Account, or to satisfy any other obligations to CFM.
9. Margin
a. Risk of Futures Trading. You understand and acknowledge that futures trading is highly risky and may result in a loss of funds greater than the total amount of funds you have on deposit in your CFM Account, together with any funds in your CBI Account or any other accounts held with CFM or any of its Affiliates.
b. Requirement to Maintain Sufficient Margin Continuously.
i. Your positions and the CFM Account are subject, at all times, to the initial and maintenance margin requirements established by CFM in its sole and absolute discretion and those established by the applicable Exchange, whichever is greater ("Margin Requirements"). Margin Requirements shall be met by you with United States Dollar (“USD”) cash unless otherwise notified by CFM. CFM’s margin requirements may exceed the margin required by any Exchange or under Applicable Law and need not be uniform among customers.
ii. CFM may modify Margin Requirements for any open or new positions at any time, in CFM’s sole and absolute discretion without prior notice to you. You agree to monitor your CFM Account at all times and maintain, without notice or demand from CFM, sufficient equity in your CFM Account or available funds in your CBI Account to meet Margin Requirements at all times. CFM, in its sole and absolute discretion, may reject any order if your CFM Account has insufficient equity to meet Margin Requirements, and may delay processing of any order while determining the margin status of your CFM Account.
iii. You will not rely on CFM to close or liquidate positions in your CFM Account in the event your CFM Account does not have sufficient funds to satisfy Margin Requirements and you will not rely on CFM’s liquidation rights to function as a stop loss order. You cannot assume that CFM’s right to liquidate positions will not prevent you from losing more than the funds deposited in your CFM Account and CBI Account.
iv. For the purposes of determining compliance with Margin Requirements, CFM will determine in its sole and absolute discretion the value of positions and assets in your CFM Account. CFM’s calculations may differ from the values or prices disseminated by Exchanges or other market data sources.
c. CFM Generally Does Not Issue Margin Calls. CFM is not obligated to notify you of any failure to meet Margin Requirements prior to CFM exercising its rights under this Futures Agreement. CFM generally will not issue margin calls to meet intraday or overnight margin deficiencies. As provided in Section 8, CFM is authorized to liquidate your positions in order to satisfy Margin Requirements without prior notice to you.
10. Position Limits and Reporting
a. You agree that CFM, in its sole and absolute discretion, may establish position limits and/or limit the number of open positions that you may execute or hold through CFM or otherwise restrict your trading at any time and without notice. You agree: (i) not to enter into any transaction that would have the effect of exceeding such position limits; (ii) that CFM may at any time reduce your open positions by issuing closeout or offsetting trades, or require you to reduce open positions; and (iii) that CFM may refuse for any reason to accept orders to establish new positions. CFM may impose and enforce such limits, reduction or refusal even if not required to do so by Applicable Law. You agree to comply with all position limits established by CFM, any regulatory or self-regulatory organization, or by any Exchange. Notwithstanding the above, you remain responsible for your orders and transactions without regard to whether CFM restricts, or does not restrict, your trading activity. All transactions are subject to Applicable Law. CFM IS NOT LIABLE FOR ANY ACTION OR DECISION OF ANY EXCHANGE, REGULATOR, OR SELF-REGULATORY ORGANIZATION, OR THE DIRECT OR INDIRECT CONSEQUENCES THEREOF.
b. Your reporting obligations regarding positions, under regulations promulgated by the CFTC or other Applicable Laws, may include the obligation to complete a Form 40 upon special call issued by the CFTC. You agree to submit immediate notice to CFM if required to file position reports with any regulatory or self-regulatory organization or with any Exchange, and agree to promptly provide CFM with copies of any such position reports.
11. Events of Default and Remedies
An "Event of Default" occurs automatically, without notice, if:
a. You violate, breach, repudiate or fail to perform on a timely basis any term, condition, obligation, or covenant to be performed under this Futures Agreement or the User Agreement, or any other agreement between you and CFM or any CFM Party;
b. You fail to satisfy Margin Requirements or fail to make any other payment required under this Futures Agreement;
c. A proceeding is commenced by or against you under any bankruptcy, insolvency, or similar law, an appointment of a receiver, trustee, liquidator, or similar officer is filed by or against you or your property, or an assignment for the benefit of your creditors is made;
d. Any representation made by you to CFM is inaccurate, incomplete, or misleading;
e. You die or become legally incompetent; or
f. CFM believes, in its sole and absolute discretion, that any of the foregoing is likely to occur imminently.
You acknowledge and agree that upon the occurrence of an Event of Default, without notice, CFM shall have the right, in its sole and absolute discretion and subject to Applicable Law, in addition to any other remedy available at law or in equity, to take one or more of the following actions: (i) liquidate any and all open Contracts in your CFM Account and cancel any of your outstanding orders; (ii) treat any and all of your obligations to CFM or any of its Affiliates as immediately due and payable; (iii) set-off any obligations of CFM or its Affiliates to you against any of your obligations to CFM or its Affiliates; or (iv) sell any Collateral and/or set-off any Collateral or proceeds of the sale of any Collateral to satisfy your obligations to CFM or its Affiliates.
12. Commissions and Fees, Interest Charges, Funds
a. You will be charged Exchange and regulatory and self-regulatory fees as determined by the relevant Exchange and/or regulator or self-regulatory organization. You agree to pay all commissions, fees, and interest to CFM at the rates and terms specified on the Coinbase Site. CFM may charge commissions, fees, and interest from time to time and in its sole and absolute discretion. Changes to commissions, fees, and interest rates are effective immediately upon posting on the Coinbase Site, unless otherwise specified in writing.
b. You understand that CFM may deduct commissions, fees and other charges from your CFM Account and/or CBI Account when due or in anticipation of the commissions, fees or charges coming due, which will reduce your account equity and may lead to liquidation of Contracts pursuant to Section 8 if such commissions, fees, or other charges cause your CFM Account to fail to satisfy Margin Requirements.
13. Account Deficits and Exposure Fees
If your CFM Account incurs an equity deficit, you may be charged interest on such deficit at such interest rates as specified on the Coinbase Site until the balance is repaid. If no rate is specified, you will not be charged interest on such a deficit. You agree to pay reasonable costs and expenses of collection for any unpaid deficit and interest thereon, including attorneys’ and collection agent fees. If CFM seeks to recover any unpaid deficit or interest thereon through a court or arbitration proceeding, CFM reserves the right to recover interest at statutory interest rates, rather than the interest rates specified on the Coinbase Site. CFM may take all steps permissible under Applicable Law to recover any unpaid deficit and interest thereon, including but not limited to transferring or assigning the debt to an Affiliate or other third party entity for collection.
14. Suspension, Termination, and Cancellation
a. CFM may suspend, restrict, or terminate your access to any or all of the Services, and/or deactivate or cancel your CFM Account with immediate effect for any reason at its sole and absolute discretion and is under no obligation to disclose the details of its decision to take such action with you. If CFM elects to suspend, restrict or terminate your CFM Account, you shall be prevented from opening any new Contracts positions, your trading activity may be restricted to closing out existing Contract positions, and your continuing obligations to satisfy applicable Margin Requirements. You acknowledge that CFM’s decision to take certain actions, including limiting access to, suspending, or closing your account for any reason in its sole and absolute discretion, may be based on confidential criteria that are essential to CFM’s risk management and security protocols. You agree that CFM is under no obligation to disclose the details of its risk management and security procedures to you.
b. You may cancel your CFM Account at any time by visiting https://www.coinbase.com/settings/cancel. You will not be charged for canceling your CFM Account(s), although you will be required to pay any outstanding amounts owed to CFM. You authorize us to cancel or suspend any pending transactions at the time of cancellation.
c. If you elect to cancel your CBI Account, your CFM Account will automatically be canceled as of the effective date of the cancellation of your CBI Account.
15. Limitation of Liability
a. IN NO EVENT SHALL CFM, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY USE OF THE COINBASE SITE OR THE SERVICES, OR THIS FUTURES AGREEMENT, WHICH DOES NOT RESULT SOLELY FROM ITS GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT. IN NO EVENT SHALL CFM, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES, BE LIABLE (I) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE CONTRACTS ASSOCIATED WITH YOUR ACCOUNT AT THE TIME OF THE EVENT OR CIRCUMSTANCE GIVING RISE TO YOUR CLAIM OR (II) FOR ANY LOST PROFITS, LOSS OF GOODWILL, OR REPUTATION, LOSS OF DATA, DIMINUTION IN VALUE, OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION, OR BREACH OF DATA, OR ANY OTHER INTANGIBLE PROPERTY, OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE COINBASE SITE OR THE SERVICES, OR THIS FUTURES AGREEMENT, EVEN IF CFM OR ANY CFM AFFILIATE HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF CFM IS FOUND TO BE LIABLE TO YOU FOR ITS FAILURE TO PROCESS A TRANSACTION PROPERLY, YOUR DAMAGES WOULD BE LIMITED TO NO MORE THAN THE LESSER OF THE VALUE OF THE CONTRACTS AT ISSUE IN THE TRANSACTION OR THE TOTAL VALUE OF THE CONTRACTS ASSOCIATED WITH YOUR ACCOUNT. IF THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE NOT PERMITTED IN YOUR JURISDICTION, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
b. THE 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, CFM SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. CFM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE COINBASE SITE, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. CFM DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED, OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS FUTURES AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES AND THE COINBASE SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT CFM WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (I) ANY INACCURACY, DEFECT, OR OMISSION OF CONTRACT PRICE DATA, OR ANY ERROR, DELAY, OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA; (II) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US, OR ON OUR BEHALF OR ANY OF THE SERVICES OR ANY WEBSITE OR SERVICE LINKED TO OUR WEBSITE; (III) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY CFM OR ITS AFFILIATES OR ON THEIR BEHALF OR ANY OF THE SERVICES; OR (IV) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR CFM ACCOUNT.
c. NEITHER CFM NOR ITS AFFILIATES OR ANY OF CFM OR ITS AFFILIATES OFFICERS, DIRECTORS, OR EMPLOYEES SHALL BE UNDER ANY LIABILITY WHATSOEVER FOR ANY LOSS OR DAMAGE SUSTAINED BY YOU RESULTING DIRECTLY OR INDIRECTLY FROM: (I) ANY FAILURE OR DELAY OR DEFAULT BY CFM, ITS AFFILIATES, OR ANY THIRD PARTY, INCLUDING ANY CUSTODIAN OR EXCHANGE, IN PROVIDING ACCURATE INFORMATION OR PERFORMING ITS FUNCTIONS; (II) ANY EVENT OR CIRCUMSTANCE BEYOND THE REASONABLE CONTROL OF CFM INCLUDING, BUT NOT LIMITED TO: (A) ANY FAILURE OR DEFECTIVE PERFORMANCE OF ANY COMMUNICATION, SETTLEMENT, COMPUTER OR ACCOUNTING SYSTEM OR EQUIPMENT; OR (B) PERFORMANCE, NON-PERFORMANCE, DELAYS IN THE TRANSMISSION OR EXECUTION OF ANY ORDER DUE TO SUSPENSION OR TERMINATION OF TRADING, THE BREAKDOWN OR FAILURE OF THE SYSTEM OR OF ANY OTHER TRANSMISSION SYSTEM, ELECTRONIC TRADING SYSTEM, OR COMMUNICATION FACILITIES, OR (C) ANY GOVERNMENTAL, JUDICIAL, ADMINISTRATIVE, EXCHANGE, OR REGULATORY OR SELF-REGULATORY ORGANIZATION ORDER, RESTRICTION, OR RULING; (III) STRIKES OR SIMILAR LABOR ACTION; OR (IV) ANY RELIANCE PLACED BY YOU ON ANY MARKET OR OTHER INFORMATION SUPPLIED BY CFM OR ITS AFFILIATES TO YOU, IT BEING UNDERSTOOD THAT ANY SUCH INFORMATION MAY BE UNVERIFIED AND CFM MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR REASONABLENESS OF SUCH INFORMATION.
d. NOTHING IN THIS FUTURES AGREEMENT REPRESENTS A CONTRACTUAL PROMISE OF WARRANTY TO THE CUSTOMER REGARDING CFM’S COMPLIANCE WITH APPLICABLE LAW. NOR IS ANYTHING IN THIS FUTURES AGREEMENT INTENDED TO CREATE A CONTRACTUAL OR PRIVATE CAUSE OF ACTION FOR ANY NONCOMPLIANCE WITH APPLICABLE LAW. CFM SPECIFICALLY DISCLAIMS ANY SUCH WARRANTY OR OBLIGATION.
IF YOU ARE A NEW JERSEY RESIDENT, the provisions of this Section 15 are intended to apply only to the extent permitted under New Jersey law.
The foregoing limitations of damages, liability and no warranty provisions set forth above in this Section are fundamental elements of the basis of the bargain between CFM and you.
16. Indemnification
Customer agrees to indemnify, hold harmless, and defend the CFM Parties from any and all liabilities, losses, costs, judgments, penalties, claims, actions, damages, expenses or attorneys’ fees (collectively, "Losses") arising from or relating to: (i) your use of the Services or transactions in your CFM Account; (ii) any action taken in reliance on any representation, information or instruction received from Customer; (iii) your breach of this Futures Agreement; (iv) any action taken by CFM to enforce its rights under this Futures Agreement; (v) any inquiry, information request, or other action by a third party related to your CFM account, including to your assets, liabilities, transactions, instructions, actions, or inactions; (vi) any Event of Default as defined hereunder; or (vii) your violation or infringement of any intellectual property right held by CFM or its Affiliates, except to the extent that such Losses directly result from CFM’s gross negligence, fraud, or willful misconduct.
17. License
a. Limited License. All content included in or made available through the Services, Coinbase Site or any related content, materials and information such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (collectively, the “Content”) is the property of CFM or its Affiliates or its content providers and protected by United States and international copyright laws. CFM grants you a limited, nonexclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Services, Coinbase Site, and Content solely for purposes approved by CFM from time to time. Any other use of the Services, Coinbase Site or Content is expressly prohibited and all other right, title, and interest in the Services, Coinbase Site or Content is exclusively the property of CFM, Coinbase Inc. and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part without the prior written consent of CFM.
b. Unclaimed Property. If CFM is holding funds in your CFM Account and has no record of you accessing the Services for several years and is unable to contact you, applicable law may require CFM to deliver any such funds to the applicable state or jurisdiction as unclaimed property.
18. Confirmations, Statements, and Reporting Errors
You acknowledge and agree that you have an affirmative duty to promptly review any and all trade confirmations and account statements for accuracy and completeness, and that such documents shall be deemed conclusively accurate unless written objection is transmitted by you, but by no later than 24 hours after such documents are made electronically available or otherwise delivered to you. Any objections must be made in writing here. Notwithstanding the foregoing, CFM may correct legitimate errors in any statement at any time.
19. Customer Feedback, Queries, and Complaints
a. Contact CFM. CFM requires that all legal documents (including civil subpoenas, complaints, and small claims) be served on our registered agent for service of process. Current contact information for our registered agent in each state can be found here. Please note that CFM’s registered agent will accept service only if the entity identified as the recipient of the document identically matches the name of the entity registered with the Secretary of State and for which CFM’s registered agent is authorized to accept service (Coinbase Financial Markets). By accepting service of a legal document, CFM does not waive any objections it may have and may raise in response to such document.
b. Optional Complaint Process. If you have a complaint with CFM, you have the option of contacting CFM through our support team to attempt to resolve any such dispute amicably. If CFM cannot resolve the dispute through such means, you may also use the Formal Complaint Process available at https://www.coinbase.com/fcm/complaints. Any voluntary use of the Formal Complaint Processes shall not constitute a waiver of your right to seek reparations under section 14 of the CEA and part 12 of the regulations of the CFTC.
20. General Provisions
a. Entire Agreement. This Futures Agreement, including all appendices, agreements, and policies incorporated herein by reference and the Risk and Other Disclosures, and any and all Appendices attached hereto or otherwise available on the Coinbase Site are incorporated by reference herein comprise the entire understanding and agreement between you and CFM as to the subject matter hereof, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Futures Agreement), between you and CFM. Section headings in this Futures Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Futures Agreement.
b. Assignment. CFM reserves the right to assign its rights, without restriction or limitation, including to any Affiliate or to any successor in interest of any business associated with the Services. In the event that CFM is acquired by or merges with a third party entity, CFM reserves the right, in any of these circumstances, to transfer or assign the information CFM has 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 Futures Agreement. Any attempted transfer or assignment by you in violation hereof shall be null and void.
c. Severability. If any provision of this Futures Agreement shall be determined to be inconsistent with, invalid, or unenforceable under any rule, law, regulation, interpretation or pronouncement of any local, state, federal government agency, court, any regulator or self-regulatory organization, or Exchange, such provision will be deemed changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under Applicable Law and the validity or enforceability of any other provision of this Futures Agreement shall not be affected.
d. Survival. All provisions of this Futures Agreement which by their nature extend beyond the expiration or termination of this Futures Agreement, including, without limitation, Sections pertaining to suspension or termination, account cancellation, debts owed to CFM or its Affiliates, general use of the Coinbase Site, disputes with CFM, and general provisions, shall survive the termination or expiration of this Futures Agreement.
e. Governing Law. You agree that the laws of the State of New York, without regard to principles of conflict of laws, will govern this Futures Agreement and any dispute, except to the extent governed by federal law.
f. Non-Waiver of Rights. This Futures Agreement shall not be construed to waive rights that cannot be waived under Applicable Law. In addition, CFM’s failure to insist upon or enforce strict performance by you of any provision of this Futures Agreement or to exercise any right under this Futures Agreement will not be construed as a waiver or relinquishment to any extent of CFM’s right to assert or rely upon any such provision or right in that or any other instance.
21. E-Sign Disclosure and Consent; Opt-In to Paperless Delivery of Tax Forms Agreement; Text Messaging Terms and Conditions
a. Electronic Delivery of Communications. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that CFM provides in connection with your CFM Account, that Coinbase, Inc. may provide in connection with your CBI Account and your use of the Services. Communications include, without limitation:
i. Terms of use and policies you agree to (e.g., the User Agreement, this Futures Agreement, the Risk and Other Disclosures, any and all Appendices, and each policy incorporated herein by reference), including any updates to these agreements or policies;
ii. Account details, history, transaction receipts, records of deposits, withdrawals, confirmations, statements and any other account or transaction information, available online at https://accounts.coinbase.com;
iii. Legal and regulatory disclosures or statements CFM or Coinbase, Inc. may be required to make available to you; and
iv. Responses to claims or customer support inquiries filed in connection with your CFM Account or your CBI Account.
You specifically agree, opt-in and consent to Paperless Delivery of Tax Forms Agreement available at https://accounts.coinbase.com/taxes/settings on behalf of the CFM Parties (including Coinbase, Inc.).
CFM and Coinbase, Inc. will provide these Communications to you by posting them on the Coinbase Site, emailing them to you at the primary email address listed in your Coinbase, Inc. profile for your CBI Account, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification. You agree that electronically delivered Communications may be accepted and agreed to by you through the Coinbase Site interface. Furthermore, the parties consent to the use of electronic signatures in connection with your use of the Services.
b. How to Withdraw Your Consent. Your consent to receive Communication electronically is effective indefinitely unless withdrawn or revoked by you. You may withdraw or revoke your consent to receive Communications electronically by contacting CFM or Coinbase, Inc. at https://help.coinbase.com/en/contact-us. If you withdraw your consent to receive Communications electronically, CFM reserves the right to charge you additional fees for paper copies upon notice.
c. Incorporation of E-Sign Disclosure and Consent Appendix. Without limiting the generality of the foregoing, the E-Sign Disclosure and Consent appendix attached to the User Agreement is hereby incorporated by reference, including hardware and software requirements contained therein.
d. Text Messaging Terms and Conditions. By opting in to receive text messages from any applicable CFM Party, you verify that the mobile number provided to such CFM Party is true and accurate and that you are the current subscriber or owner of any telephone number that you provide. By voluntarily providing your telephone number(s), you expressly agree to receive recurring automated text messages (such as SMS, MMS, or successor protocols or technologies) from any applicable CFM Party and understand that consent is not required to create or be eligible for a CFM Account. Message and data rates may apply. You may opt-out at any time by replying STOP to any mobile message from any applicable CFM Party. You acknowledge and agree to accept a final text message confirming your opt-out. The CFM Parties may use different numbers for different messaging purposes, so texting STOP to one number will not effectuate a stop request for all text messaging programs to which you are subscribed. If you would like to stop messages from multiple numbers, text STOP to each number to which you would like to unsubscribe. You agree to indemnify, defend, and hold harmless each CFM Party for any claims, losses, liability, costs and expenses (including reasonable attorneys’ fees) arising from any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or any state law equivalents, including claims relating to your voluntary provision of a telephone number that is not owned by you.
22. Coinbase Inc. Acknowledgments
Coinbase, Inc. acknowledges and agrees to the terms and conditions of the foregoing Agreement with respect to the Services provided hereunder, and agrees that it will comply with entitlement orders originated by CFM with respect to the Digital Asset Wallets as secured party without further consent by you. Coinbase, Inc. further agrees that it will comply with instructions originated by CFM as secured party directing disposition of funds in your USD Wallet and/or CBI Account without further consent by you. CBI acknowledges and agrees that funds in your USD Wallet and/or CBI Account held for your futures positions shall not be used for any other purpose without CFM’s written consent.
/s/ Alesia Haas, CFO, Coinbase, Inc.