Guest Checkout Terms of Service
These Guest Checkout Terms of Service are an agreement (“Agreement”) between you (also referred to herein as “User,” or “customer”) and Coinbase, Inc. ("Coinbase," “we,” “us,” and “our”) that govern your use of the Coinbase Pay guest checkout services provided by Coinbase (the "Services"). By using, accessing, or attempting to use or access the Services through coinbase.com, Coinbase’s APIs, the Coinbase mobile application, or any other Coinbase website, or any third-party application that accesses any of the foregoing (collectively the "Coinbase Site"), you agree that you have read, understand, and accept all of the terms and conditions contained in this Agreement including our Privacy Policy, Cookie Policy, Prohibited Use Policy, E-Sign Disclosure and Consent Policy in Appendix 1, Text Message Terms and Conditions in Appendix 2, and Arbitration Agreement in Appendix 4.
Important Definitions: As used throughout this Agreement, the following terms have the following meanings.
“Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
"Supported Digital Asset" means only those particular Digital Assets listed as available to buy using the Services. The Services and supported assets may vary by jurisdiction.
Changes to these Terms: We may amend or modify this Agreement at any time by posting the revised agreement on the Coinbase Site, which shall be effective as of the time it is posted. Each time you use the Services, such use constitutes your acceptance of the Agreement in effect at the time of that use. If you do not agree to the revised terms, you may not use the Services.
Dispute Resolution: PLEASE BE AWARE THAT SECTION 5 (CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION) AND APPENDIX 4 OF THIS AGREEMENT, CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COINBASE. AMONG OTHER THINGS, APPENDIX 4 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. APPENDIX 4 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 5 AND APPENDIX 4 CAREFULLY.
No Investment Advice or Brokerage: For the avoidance of doubt, Coinbase does not provide investment, tax, or legal advice, and 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. Coinbase may provide educational information about Supported Digital Assets, as well as Digital Assets not supported by Coinbase, in order to assist users in learning more about such Digital Assets. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided on the Coinbase Site or any such third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website's content as such. Coinbase does not recommend that any Digital Asset should be bought, earned, sold, or held by you. Coinbase will not be held responsible for the decisions you make to buy, sell, or hold Digital Assets based on the information provided by Coinbase.
Coinbase does not broker trades on your behalf unless otherwise specified on a specific product. All Coinbase trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures.
Acknowledgement of Risk: As with any asset, the value of Digital Assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding Digital Assets is suitable for you.
Coinbase is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
1. Access and Use of the Services
1.1. Eligibility. To be eligible to use the Services, you must be at least 18 years old, and reside in the United States. There are certain features which may or may not be available to you depending on your location and other criteria.
1.2. Service Description. The Service enables you to engage in one-time transactions to purchase Supported Digital Assets without creating an ongoing business relationship or account with Coinbase, or using a Digital Asset wallet that is accessed with software provided by Coinbase. You can engage in these one-time transactions to purchase Supported Digital Assets with fiat currency by using payment methods that Coinbase may choose to make available (each a “Valid Payment Method”).
1.3. User Information. You agree to provide us with the information we request for purposes of providing the Services to you and in order to comply with applicable laws and regulations, including, but not limited to applicable anti-money laundering, terrorist financing and anti-fraud laws and regulations. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, and e-mail address. You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing the Services to you and complying with applicable laws/regulations. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. Further, you authorize your wireless carrier to use or disclose information about your wireless device, if available, to Coinbase or its service provider when you use the Services, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy and Cookie Policy for more information on how we process your personal data and the rights you have in respect of this.
1.4. Export Control and Sanctions. Your use of the Services and the Site is subject to applicable law including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. By buying Supported Digital Assets through the Site or the Services, you agree that you will comply with all applicable laws. You are not permitted to acquire Digital Assets or use the Services if doing so would violate applicable laws and regulations, including but not limited to those of the United Nations Security Council, the United States (including prohibiting dealings with sanctioned persons identified by the U.S. Department of the Treasury’s Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons (“SDN”), or other U.S. non-SDN restricted or prohibited parties lists, and those prohibiting dealings with persons organized, resident, or located in comprehensively sanctioned jurisdictions), and/or any other applicable federal, state, municipal or local laws and regulations (each as amended from time to time).
1.5. Access. Access to the Services may become degraded or unavailable during times of significant volatility or volume. This could result in significant support response time delays. Although we strive to provide you with excellent service, we do not represent that the Coinbase Site or the Services will be available without interruption and we do not guarantee that any purchase order will be executed or accepted. Coinbase shall not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from Coinbase customer support.
2. Transactions
2.1. Purchases. When you buy Supported Digital Assets using the Service, you are not buying Supported Digital Assets from Coinbase. Coinbase acts as the agent, transacting on your behalf, to facilitate that purchase between you and other Coinbase customers. Your purchase of a Supported Digital Asset using a Valid Payment Method must follow the relevant instructions on the Coinbase Site. Coinbase may use a third party payment processor to process any US Dollar payment between you and Coinbase. Coinbase reserves the right to cancel any transaction not confirmed by you within five (5) seconds after Coinbase quotes a transaction price. Upon your purchase of Supported Digital Assets using a Valid Payment Method, Coinbase will initiate the transfer of the asset to the third-party Digital Asset wallet that you designate. Upon transfer of the asset to your designated Digital Asset wallet, the transaction is complete. You represent and warrant that you are the sole owner and have complete control of the third-party Digital Asset wallet to which you designate Coinbase to send the purchased asset. Supported Digital Asset purchases using the Service are referred to as “Digital Asset Transactions.” If Coinbase cannot complete your Digital Asset Transaction for any reason (such as price movement, market latency, order size), Coinbase will reject the transaction and notify you of such rejection. You will not be charged for a rejected transaction.
2.2. Fees. In general, Coinbase makes money when you purchase Supported Digital Assets using the Services. By using the Services you agree to pay all fees and any spread. Coinbase reserves the right to adjust its pricing and fees and any applicable waivers at any time. We notify you of the final price of each transaction, inclusive of pricing and fees, when you authorize the transaction and in each receipt we issue to you. We may charge network fees (miner fees) to process a Digital Asset Transaction. We will calculate the network fee at our discretion, and notify you of the network fee at or before the time you authorize the Digital Asset Transaction. You are responsible for paying any additional fees charged by a third-party, including payment processors or your financial service provider.
2.3. Limits. Use of the Services is subject to limits, including the number of transactions and the amount you may transact in a given period (e.g., weekly). Transaction limits may vary depending on a variety of factors and Coinbase reserves the right to change applicable limits as we deem necessary in our sole discretion.
2.4. Unauthorized and Incorrect Transactions. If you believe you did not authorize a particular Digital Asset Transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible via our help page at https://help.coinbase.com or by phone at (888) 908-7930 (international call charges may apply). It is important that you regularly check your Digital Asset wallet and your transaction history to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. Reporting an unauthorized transaction does not guarantee Coinbase will be able to reverse the transaction or reimburse you for the transaction.
2.5. Reversals & Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize Coinbase, in its sole discretion, to cancel the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds (NSF), or similar fees charged by your payment provider. We reserve the right to refuse to process or to cancel, correct, clawback, or reverse any Digital Asset Transaction in our sole discretion in response to a subpoena, court order, or other government order; or if we suspect the transaction may: involve money laundering, terrorist financing, fraud, or any other type of financial crime; be erroneous; or relate to a Prohibited Use or a Prohibited Business as set forth in the Prohibited Use Policy. In such instances, Coinbase is under no obligation to reinstate a Digital Asset Transaction at the same price or on the same terms as the canceled transaction.
3. Data Protection and Security
3.1. Personal Data. You acknowledge that we may process personal data in accordance with these Services. All collection, sharing, and use of data regarding access to the Coinbase Site and use of the Services is governed by our Privacy Policy. You represent and warrant that: (i) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and such data are accurate, up to date and relevant when disclosed and(ii) before providing any such personal data to us, you have read and understood our Privacy Policy.
3.2. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software.
4. General Obligations, Taxes, and Termination
4.1. 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 Coinbase or its affiliates or its content providers and protected by United States and international copyright laws. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Services, Coinbase Site, and Content solely for purposes approved by Coinbase 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 Coinbase 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 Coinbase. "Coinbase.com", and the following non-exhaustive list, including COINBASE, COINBASE Logo, C Logo, COINBASE EXCHANGE, COINBASE PRO, ROSETTA, COSTA, SKEW, TOSHI, COINBASE ONE, and BISON TRAILS; and without limitation, any graphics, logos, button icons, and service names included in or made available through any Content, and all logos related to the Services or displayed on the Coinbase Site are either trademarks or trade dress of Coinbase or its licensors in the United States and other countries. You may not copy, imitate or use them without Coinbase's prior written consent for any purpose, including without limitation, in: connection with any product or service that is not authorized by Coinbase; any manner that is likely to cause confusion among customers; or a way that disparages or discredits Coinbase.
4.2. Website Accuracy. Although we intend to provide accurate and timely information on the Coinbase Site, the Coinbase Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Coinbase Site are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, including historical price and supply data for Digital Assets, is for informational purposes only and Coinbase makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Coinbase Site.
4.3. Taxes. 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. Users are solely responsible for reporting and paying any applicable taxes arising from transactions using the Services, and acknowledge that Coinbase does not provide investment, legal, or tax advice governing these transactions. You understand that Coinbase shall report information with respect to your transactions or payments made by you with respect to your activities using the Services to a tax or governmental authority to the extent such reporting is required by applicable law. Coinbase also shall withhold taxes applicable to your transactions to the extent such withholding is required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to Digital Asset transactions.
4.4. Suspension, Termination, and Cancellation. Coinbase may suspend or terminate your access to the Services for any reason at its sole discretion and is under no obligation to disclose the details of its decision to take such action with you. You acknowledge that Coinbase's decision to take certain actions, including suspending your use of the Services for any reason in our sole discretion, may be based on confidential criteria that are essential to Coinbase's risk management and security protocols. You agree that Coinbase is under no obligation to disclose the details of its risk management and security procedures to you.
5. User Feedback, Queries, Complaints, and Dispute Resolution
5.1. Contact Coinbase. If you have feedback, or general questions, contact us via our Customer Support webpage at https://help.coinbase.com. Coinbase 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 our 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 our registered agent is authorized to accept service (Coinbase, Inc.). By accepting service of a legal document, Coinbase does not waive any objections we may have and may raise in response to such document.
5.2. Formal Complaint Process. If you have a complaint with Coinbase, you agree to first contact Coinbase through our support team to attempt to resolve any such dispute amicably. If we cannot resolve the dispute through Coinbase Support, you agree to use the Formal Complaint Process set forth below before filing any arbitration claim or small claims action as described further in Appendix 4 below. You must complete the Formal Complaint Process before filing any arbitration or small claims action. If you do not complete it, then you agree that your claim or action must be dismissed from arbitration or small claims court.
5.3. Procedural Steps. In the event that the dispute is not resolved through your contact with Coinbase Support, you agree to use our complaint form to describe your dispute, how you would like us to resolve the complaint, and any other relevant information. The complaint form can be found here or can be requested from Coinbase Customer Support. If you prefer to send a written complaint via mail, please include as much information as possible in describing your complaint and how you would like us to resolve the complaint, including your support case number and any other relevant information to Coinbase, Inc., 82 Nassau St #61234, New York, NY 10038. We will acknowledge receipt of your complaint form after you submit it. A Coinbase customer relations agent will review and evaluate your complaint based on the information you have provided and information in the possession of Coinbase. The Formal Complaint Process is completed when Coinbase responds to your complaint or forty-five (45) business days after the date we receive your complaint, whichever occurs first.
5.4. Arbitration. You agree to be bound by the Arbitration Agreement in Appendix 4 to this Agreement.
6. Liabilities & Indemnification
6.1. Release of Coinbase; Indemnification. If you have a dispute with one or more users of the Coinbase Services, the, you release Coinbase, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Coinbase, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.
6.2. Limitation of Liability; No Warranty. IN NO EVENT SHALL COINBASE, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (I) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS YOU PURCHASED USING THE SERVICE 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 COINBASE SERVICES, OR THIS AGREEMENT, EVEN IF COINBASE 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, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF COINBASE’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT COINBASE FAILED TO PROCESS A TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES ARISING OUT OF OR RELATING TO DIGITAL ASSETS THAT ARE NOT SUPPORTED DIGITAL ASSETS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 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, COINBASE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. COINBASE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE COINBASE SITE, ANY PART OF THE COINBASE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. COINBASE DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS 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 COINBASE SERVICES AND COINBASE SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT COINBASE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (I) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET 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 COINBASE 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 US OR ON OUR BEHALF OR ANY OF THE COINBASE SERVICES; OR (IV) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR USE OF THE SERVICES. Coinbase will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and credit cards are processed in a timely manner but Coinbase makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. IF YOU ARE A NEW JERSEY RESIDENT, the provisions of this Section 6.2 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 6.2 are fundamental elements of the basis of the bargain between Coinbase and you.
7. General Provisions
7.1. Entire Agreement. This Agreement, the Privacy Policy, Cookie Policy, E-Sign Disclosure and Consent Policy, Prohibited Use Policy, Text Message Terms and Conditions, Arbitration Agreement, and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and Coinbase as to the Services. With the exception of any user agreement or terms of service that govern your Coinbase account or use of other Coinbase services not covered by this Agreement, this agreement supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), between you and Coinbase relevant to the Services. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
7.2. Assignment. 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 Coinbase Services. In the event that Coinbase is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. 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.
7.3. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
7.4. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, general use of the Coinbase Site, disputes with Coinbase, and general provisions, shall survive the termination or expiration of this Agreement.
7.5. Governing Law. You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any Dispute, except to the extent governed by federal law.
7.6. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
7.7. Non-Waiver of Rights. This Agreement 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 this Agreement or to exercise any right under this Agreement 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.
7.8. Relationship of the Parties. Coinbase is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and Coinbase, or authorize you to act as agent of Coinbase.
Appendix 1: E-Sign Disclosure and Consent
This Appendix 1 describes how Coinbase delivers communications to you electronically. We may amend this Appendix at any time. The most up to date version is located on our website and will be presented to you at the time of your transaction.
Electronic Delivery of Communications
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your use of Coinbase Services. Communications include:
Terms of use and policies you agree to (e.g., the Agreement and Privacy Policy), including updates to these agreements or policies;
Transaction receipts, confirmations, and any other transaction information;
Legal or regulatory, and tax disclosures or statements we may be required to make available to you; and
Responses to claims or customer support inquiries filed in connection with your use of the Services.
We will provide these Communications to you by posting them on the Coinbase Site and through text messages sent to you.
Hardware and Software Requirements
In order to access and retain electronic Communications, you will need the following hardware and software:
A device with an Internet connection;
A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
A valid phone number; and
Sufficient storage space to save past Communications or an installed printer to print them.
How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us at https://help.coinbase.com. If you fail to provide or if you withdraw your consent to receive Communications electronically, Coinbase reserves the right to immediately suspend or terminate your use of the Services or charge you additional fees for paper copies.
Updating your Information
It is your responsibility to provide us with a true, accurate and complete phone number when you use the Services. You understand and agree that if Coinbase sends you an electronic Communication but you do not receive it because the primary phone number you provided is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Coinbase will be deemed to have provided the Communication to you.
Appendix 2: Text Messaging Terms and Conditions
By voluntarily providing your mobile telephone number and verifying the mobile number provided to us, you confirm you are the current subscriber or owner of the mobile telephone number that you provide to Coinbase. You are strictly prohibited from providing a mobile telephone number that is not your own.
By voluntarily providing your mobile telephone number, you also expressly consent to receive automated text messages (such as SMS, MMS, or successor protocols or technologies) from us related to the status of your Digital Asset Transactions. Message and data rates may apply. We may use different numbers for different messaging purposes. Unless otherwise noted, we may send you multiple messages. Coinbase reserves the right to alter the frequency at any time. You agree that the text messages may contain information of a personal nature, including (but not limited to) your Digital Asset Transactions, and whoever has access to the mobile phone will also be able to see this information. You acknowledge and understand that messages are sent without encryption.
Coinbase does not knowingly or purposefully engage in the direct selling of customer phone number or other related data for the purposes of direct third party marketing to Coinbase customers without customers’ express consent, including for the purpose of direct marketing campaigns banned by carriers, such as Debt Forgiveness, Work and Investment Opportunities, and/or other similar campaigns.
You agree to indemnify, defend, and hold us harmless each 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 or which you are not the subscriber and/or your failure to notify us of any changes in your mobile telephone number.
Appendix 3: State License Disclosures
Coinbase maintains licenses to engage in money transmission activities in many states, and these licenses may impact our provision and your use of certain Coinbase Services depending on where you live. Coinbase's licenses and corresponding required disclosures can be found on the Coinbase Licenses page, which is incorporated by reference.
If you live in the following jurisdictions, we are required to provide you with the following information:
Alaska | Please note that this license does not cover the transmission of virtual currency. If your issue is unresolved by Coinbase, Inc., 1-888-908-7930, please submit formal complaints with the State of Alaska, Division of Banking & Securities. Please download the form here: https://www.commerce.alaska.gov/web/portals/3/pub/DBSGeneralComplaintFormupdated.pdf Submit formal complaint form with supporting documents: Division of Banking & Securities PO Box 110807 Juneau, AK 99811-0807 If you are an Alaska resident with questions regarding formal complaints, please email us at dbs.licensing@alaska.gov or call Nine Zero Seven Four Six Five Two Five Two One |
Arizona | If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may complete an Online Complaint Form as stated on the File a Complaint against a Financial Institution or Enterprise page https://difi.az.gov/complaint AZ e-Licensing Portal for filing a complaint: AZDFI Consumer Complaint Portal: https://elicense.az.gov/ARDC_FileComplaint |
Arkansas | If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may file the completed complaint form by e-mailing to ASDInfo@securities.arkansas.gov or by mailing at: 1 COMMERCE WAY, SUITE 402 LITTLE ROCK, ARKANSAS 72202 TELEPHONE: (501) 324-9260 FACSIMILE: (501) 324-9268 |
Colorado | MO7 Customer Notice - COLORADO MONEY TRANSMITTERS ACT If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may file it by contacting the Colorado Division of Banking. The Complaint Process All consumer complaints filed with the Colorado Division of Banking must be submitted in writing. All consumer complaints filed with the Division must be submitted in writing. You will not fill out the form online. Instead, you must download the file to your own device and edit that version. When completing the form, please provide detailed information and fill it out completely. Send the complaint and supporting documentation by regular mail, facsimile, or electronic mail (e-mail) to the Colorado Division of Banking. NOTE: If filing electronically, scan and/or save the completed complaint form with related attachments to a PDF file, a Word doc, or Zip file, and attach to your E-mail. Colorado Division of Banking 1560 Broadway, Suite 975, Denver, CO 80202 Phone: 303-894-7575 Fax: 303-894-7570 E-mail: DORA_BankingWebsite@state.co.us |
District of Columbia | If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may file it by contacting the Department at: District of Columbia Department of Insurance, Securities and Banking 1050 First St., NE, Suite 801 Washington, DC 20002 Phone: (202) 727-8000 Fax: (202) 354-1085 E-mail: disbcomplaints@dc.gov |
Florida | If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may file it by contacting the Florida Office of Financial Regulation at: Online: https://flofr.gov/sitePages/FileAComplaint.htm. To file your complaint, you will need to register electronically through Online Services. A valid email address is required. Florida Office of Financial Regulation - Consumer Finance 200 E. Gaines Street, Tallahassee, FL 32399-0376 850-487-9687 FL Office of Financial Regulation Complaint Portal: https://flofr.gov/sitePages/FileAComplaint.htm |
Georgia | Licensed by The Georgia Department of Banking and Finance. (Lic. # 42796/ NMLS# 1163082). If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may file it by contacting the Georgia Department of Banking and Finance - Consumer Resources: https://consumer.georgia.gov/resolve-your-dispute/how-do-i-file-complaint |
Illinois | If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may file it by contacting the Illinois Division of Banking at: Illinois Department of Financial and Professional Regulation Online: https://www.idfpr.com/DFI/DFIComplaintForm.asp Division of Financial Institutions: Fill In and Print Complaint Form for Currency Exchange and Title Insurance https://www.idfpr.com/admin/DFI/F1717DFICHI.pdf |
Kansas | If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may file it by contacting the Office of the State Bank Commissioner. If submitting electronically, submit your complaint here: https://www.osbckansas.org/consumers/file-a-complaint/ Mail or fax the completed consumer assistance form and attachments to: Kansas Office of the State Bank Commissioner: Attn: Consumer Affairs 700 SW Jackson St, Suite 300 Topeka, KS 66603 Fax: (785) 371-1229 Email: complaints@osbckansas.org |
Louisiana | Please note the license issued to Coinbase, Inc. by the Louisiana Office of Financial Institutions does not cover the exchange or transmission of virtual currency. If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may file it by contacting the Office of Financial Institutions. All complaints must be submitted in writing. To file a complaint, please complete the complaint form and send to OFI by mail, email, or fax. |
Maryland | If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may file it by contacting the Maryland Department of Labor. The Commissioner of Financial Regulation for the State of Maryland will accept all questions or complaints from Maryland residents regarding [License No. 12-1163082 and NMLS ID: 1163082] by contacting the Commissioner's office at: 500 North Calvert Street, Suite 402, Baltimore, Maryland 21202, or (888) 784-0136. Additional information about Coinbase, Inc. may be obtained at www.nmlsconsumeraccess.org |
Minnesota | If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may file it by contacting the Minnesota Department of Commerce. To make a complaint, please make a call contacting the following: Minnesota Department of Commerce 85 8th Place East, Suite 208 Saint Paul, MN 55101 (Local) 651-539-1500 (Complaints) 651-539-1600 |
Mississippi | The Mississippi Department of Banking & Consumer Finance recommends that you attempt to resolve your complaint with the financial institution first by contacting Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us to allow the opportunity to resolve the issue(s). If you still have an unresolved complaint regarding Coinbase, Inc.'s money transmission activity, you may file you complain online at https://dbcf.ms.gov/complaint-form/ |
Nevada | Coinbase, Inc. is licensed by the Nevada Department of Business and Industry as a money transmitter. At this time, the Nevada Department of Business and Industry does not license or regulate services related to virtual currency, including but not limited to virtual currency transmission or exchange which may be conducted by Coinbase. |
New York | Please note the following disclosures associated with virtual currency: - Virtual currency is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. - Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currency. - Transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. - Some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction. - The value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear. - There is no assurance that a person who accepts a virtual currency as payment today will continue to do so in the future. - The volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time. - The nature of virtual currency may lead to an increased risk of fraud or cyber attack. - The nature of virtual currency means that any technological difficulties experienced by Coinbase may prevent the access or use of a customer’s virtual currency. - Any bond or trust account maintained by Coinbase for the benefit of its customers may not be sufficient to cover all losses incurred by customers. Coinbase, Inc. is regulated and licensed as a money transmitter by the New York State Department of Financial Services. If you have a question or complaint, please first contact the consumer assistance division of Coinbase at https://help.coinbase.com or (888) 908-7930, or at its mailing address: 82 Nassau St #61234, New York, NY 10038. For unresolved/written complaints, you may mail a complaint to New York State Department of Financial Services, Consumer Services Division, One State Street, New York, NY 10004-1417, (800) 342-3736, email: consumers@dfs.ny.gov, website: www.dfs.ny.gov/complaint. |
Tennessee | Coinbase, Inc. is licensed by the Tennessee Department of Financial Institutions as a money transmitter. The Tennessee Department of Financial Institutions does not regulate virtual currency. Please note that this license and the required surety bond do not cover the transmission of virtual currency. The Tennessee Department of Financial Institutions does not regulate virtual currency. Tennessee’s Money Transmitter License and the required surety bond do not cover the transmission of virtual currency. However, any company that offers to exchange, administer, or maintain virtual currencies for sovereign currency may be subject to state regulation and licensing as well as federal regulation. To verify a licensed Tennessee Money Transmitter, please click HERE or visit the NMLS Consumer Access website HERE. |
Texas | If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc. money transmission activity, please direct your complaint to: https://www.dob.texas.gov/money-services-businesses/how-file-complaint |
Virginia | Coinbase, Inc. is licensed by the Virginia State Corporation Commission as a money transmitter, but such license does not cover the transmission of virtual currency (Bitcoin). |
Washington | If you have a complaint, please contact Coinbase, Inc. at 1-888-908-7930 or https://help.coinbase.com/en/contact-us. If you still have an unresolved complaint regarding Coinbase, Inc. money transmission activity, you may file it by contacting the Washington Department of Financial Institutions at https://dfi.wa.gov/consumers/money-services-complaint |
Appendix 4: Arbitration Agreement
1.1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Coinbase agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services or of the Coinbase Site, any Communications you receive, any products sold or distributed through the Coinbase Site, the Services, or the Agreement and prior versions of the Agreement, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Coinbase may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Coinbase may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of this Agreement.
1.2. Waiver of Jury Trial. YOU AND COINBASE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Coinbase are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
1.3. Waiver of Class and Other Non-Individualized Relief. YOU AND COINBASE AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 1.8, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 1.8 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Coinbase agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Coinbase from participating in a class-wide settlement of claims.
1.4. Rules and Forum. The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Formal Complaint Process described in Section 5.2 above does not resolve satisfactorily within forty-five (45) business days after receipt of your complaint form, you and Coinbase agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). If you initiate the arbitration, you must provide Coinbase a copy of your Request by email at arbitration@coinbase.com or through Coinbase’s registered agent for service of process. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration, and the email addresses associated with the use of the Services; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought, including an accurate, good faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Formal Complaint Process as described above in Section 5.2 (if you are the party making the Request); and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Coinbase otherwise agree, or the Batch Arbitration process discussed in subsection 1.8 is triggered, the arbitration will be conducted in the county where you reside. Disputes involving claims, counterclaims, or requests for relief under $25,000, not inclusive of attorneys’ fees and interest, will be conducted solely on the basis of documents you and Coinbase submit to the arbitrator. If your claim exceeds $25,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. In any case, you and Coinbase agree that we will not request more than three depositions per side in each arbitration or Batch Arbitration proceeding. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and Coinbase agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
1.5. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) business days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection 1.8 is triggered, the AAA will appoint the arbitrator for each batch.
1.6. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the Section entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the Section entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction. In any award of damages, the arbitrator shall abide by the “Limitation of Liability” section of this Agreement.
1.7. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Coinbase 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.
1.8. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Coinbase agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Coinbase by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Coinbase.
You and Coinbase agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
1.9. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Coinbase makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Coinbase Site and/or Services, including the acceptance of products and services offered on the Coinbase Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.