This User Agreement ("Agreement") is a contract between you ("you," "your" or "user") and Coinbase, Inc., a Delaware Corporation ("Coinbase," "we", "us" or "our") and applies to your use of the Coinbase website and all services described herein (collectively, the "Coinbase Services").
Last updated: May 28, 2015
By signing up to use the Coinbase Account through the Coinbase website located at coinbase.com, the Coinbase API, and/or any associated Coinbase-hosted websites or mobile applications (collectively the "Coinbase Site"), you agree to comply with and be legally bound by this Agreement, as revised from time to time. If you do not agree to any of the terms set forth in this Agreement, or any subsequent modification to the Agreement, you may not access or use any of the Coinbase Services and must cancel your Coinbase Account, free of charge, in the manner set forth below. You further agree that any disputes between you and Coinbase will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.
We may amend or modify this Agreement by posting on the Coinbase Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. We may (a) modify or discontinue any portion of the Coinbase Services, and (b) suspend or terminate your access to the Coinbase Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Coinbase Services, or suspension or termination of your access to the Coinbase Services, except to the extent otherwise expressly set forth herein.
To be eligible to use the Coinbase Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity). By accessing or using the Coinbase Services you represent and warrant that you are 18 or older. You may also be eligible to use the Coinbase Services if you are at least 13 years old, but only if your parents provide express written consent. Parental consent for use of the Coinbase Services by an individual who is at least 13 years old must be forwarded to email@example.com.
Please note the following risks of using Coinbase Services:
Once submitted to the Bitcoin network, a Bitcoin Transaction (defined below) will be unconfirmed for a period of time (usually less than one hour, but up to one day or more) pending sufficient confirmation of the transaction by the Bitcoin network. A transaction is not complete while it is in a pending state. Bitcoin associated with transactions that are in a pending state will be designated accordingly, and will not be included in your Coinbase Account balance or be available to conduct transactions.
The risk of loss in trading or holding bitcoin can be substantial. You should therefore carefully consider whether trading or holding bitcoin is suitable for you in light of your financial condition. In considering whether to trade or hold bitcoin, you should be aware that the price or value of bitcoin can change rapidly, decrease, and potentially even fall to zero. If you use a Coinbase product which allows you and/or third parties to access and hold bitcoin private keys, you acknowledge that Coinbase is not responsible for safeguarding such keys and that Coinbase is not responsible for any loss of bitcoin resulting from theft, loss, or mishandling of bitcoin private keys outside its control.
Your Coinbase account ("Coinbase Account") encompasses the following basic Coinbase Services, among others:
Each of these Coinbase Services is described in detail below.
2.1. Registration of Coinbase Account. In order to use any of the Coinbase Services, you must first register by providing your name, an e-mail address, password, and affirming your acceptance of this Agreement. Upon successful completion of the registration process, Coinbase will establish your Coinbase Account. Coinbase may, in our sole discretion, refuse to allow you to establish a Coinbase Account, or limit the number of Coinbase Accounts that a single user may establish and maintain at any time.
2.2. Identity Verification. In order to use certain features of the Coinbase Services, including certain transfers of bitcoin and/or currency, you may be required to provide Coinbase with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). Coinbase may also require you to answer certain questions or take actions in order to verify your identity, provide the Coinbase Services to you, or comply with applicable law. In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update Coinbase if any information changes. You hereby authorize Coinbase to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.
3.1. Sending and Receiving Bitcoin.
3.1.1. As part of the services offered in connection with your Coinbase Account, Coinbase can help you send bitcoin to, and request and receive bitcoin from, third parties pursuant to instructions you provide through the Coinbase Site (each such transaction is a "Bitcoin Transaction"). You may initiate a Bitcoin Transaction by going to the Coinbase Site, choosing to send or request, and entering the requisite information regarding the sender or recipient and the amount of bitcoin to be transferred. Coinbase will then communicate with the Bitcoin network on your behalf, as necessary, to facilitate each Bitcoin Transaction in accordance with these instructions.
3.1.2. Coinbase reserves the right to refuse to process or to cancel any pending Bitcoin Transaction as required by law or in response to a subpoena, court order, or other binding government order. Coinbase cannot reverse a Bitcoin Transaction which has been communicated to and confirmed by the Bitcoin network.
3.1.3. Coinbase processes Bitcoin Transactions according to the instructions received from its users and we do not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to Coinbase as the relevant Bitcoin Transaction may not be cancelled or reversed once initiated.
3.1.4. If you initiate a Bitcoin Transaction by entering the recipient's bitcoin address, Coinbase will confirm that the bitcoin address is valid; however, Coinbase cannot confirm that the bitcoin address belongs to the intended recipient. In the event you initiate a Bitcoin Transaction by entering the recipient's email address and the recipient does not have an existing Coinbase Account, Coinbase will email the recipient and invite them to open a Coinbase Account. If the designated recipient does not open a Coinbase Account within 30 days, Coinbase will return the bitcoin associated with the transaction to your Coinbase Account.
3.2 Bitcoin Storage & Transmission Delays. Coinbase securely stores 100% of all bitcoin private keys in our control in a combination of online and offline storage. As a result, it may be necessary for Coinbase to retrieve this information from offline storage in order to facilitate a Bitcoin Transaction in accordance with your instructions, which may delay the initiation or crediting of such Bitcoin Transaction for 48 hours or more. As a user of the Coinbase Services, you accept the risk that a Bitcoin Transaction facilitated by Coinbase may be delayed and you agree not to hold Coinbase responsible for any damages or injury arising out of or related to such delay.
3.3. Your Bitcoin Transactions.
3.3.1 Third Party Transactions. Coinbase has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of Coinbase Services). Coinbase is not responsible for ensuring that a buyer or a seller you are dealing with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with bitcoin transferred using the Coinbase Services, or if you have a dispute with such third party, you must handle it directly with that third party. Due to the nature of bitcoin, any Bitcoin Transaction conducted using the Coinbase Services is final regardless of any defects in or non-delivery of any goods or services purchased in connection with such Bitcoin Transaction, or any other aspect of your transaction or relationship with the relevant third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Coinbase Support at firstname.lastname@example.org so that we may consider whether to take any action.
3.3.2. Refunds. Coinbase is not responsible for merchant refund policies. Certain merchants may wish to process a refund to you via a separate Bitcoin Transaction having a value equal to the transaction amount being refunded, as expressed in local currency (e.g., U.S. dollars), based on the then current Conversion Rate. As a result, you may receive less (or more) bitcoin via a refund than you initially used to pay the Merchant.
3.3.3. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with your receipt or transfer of bitcoin, and/or to the Bitcoin Transactions you conduct through the Coinbase Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Coinbase Account.
3.4 Limits. Coinbase reserves the right to change the buy/sell, transfer, trading, storage and velocity limits applicable to your Bitcoin Wallet in our sole discretion. We may require you to provide us with information about yourself and/or your Bitcoin Transactions if your transactions exceed certain government reporting thresholds, such as thresholds regarding financial recordkeeping and tax reporting.
3.5. Coinbase Vault. You may elect to add heightened controls to your Bitcoin Wallet by transferring bitcoin to a special account designated for this purpose (the "Coinbase Vault"). The basic Coinbase Vault allows users to set time-delays which prohibit transfer of associated bitcoin within a designated period following a transfer instruction, and/or to require the electronic approval of multiple individuals designated by the user before transfers may be completed. Any bitcoin associated with the basic Coinbase Vault cannot be transferred until the time-delay period lapses or the requisite multi-party approval is obtained or both.
An advanced Coinbase Vault allows users the option to view, control, and distribute private keys of associated bitcoin to multiple third parties whose majority approval will be required to transfer associated bitcoin (the "Multisig Vault"). Although Coinbase may, at the user's election, create encrypted backups of such private keys, these backups cannot be restored without a user-generated password. Coinbase cannot restore encrypted private keys or otherwise recover private keys which are not within Coinbase's control. Users of the Multisig Vault acknowledge that Coinbase is not responsible for transferring, safeguarding, or maintaining private keys and bitcoin associated with a user's Multisig Vault. Only the user, with approval of requisite co-signers (if any), can transfer bitcoin associated with a Multisig Vault. If you and/or co-signing authorities lose, mishandle, or have stolen associated bitcoin private keys, or if your cosigners refuse to provide requisite authority, you acknowledge that you may not be able to recover associated bitcoin, and that Coinbase is not responsible for such loss.
3.6. Customized Coinbase Payment Page. You can use your Coinbase Account to establish a customizable payment page ("Payment Page") which will allow others to easily send bitcoin to your Bitcoin Wallet. You may establish and customize your Payment Page through your Coinbase Account settings, which will allow you to establish a user handle and associated Payments Page URL, upload a photo, and provide a short description. In establishing your Payment Page and uploading or adding any text, photo, or other material, you agree that you will not (i) post misleading materials or misappropriate the identity of another person or entity, (ii) post any copyrighted material which you are not authorized to post, or (iii) post any profane, unlawful, or offensive materials. Coinbase, in its sole discretion, may disable your Payment Page and take other action in accordance with this Agreement if we believe you are in violation of the foregoing or abusing this service. Coinbase may reclaim user handles associated with dormant Coinbase Accounts. Coinbase does not guarantee or endorse the purported identity, message, or other information posted by a user to the user's Payment Page.
3.7 Advanced Protocols. We do not currently support metacoins, colored coins, or any advanced protocol which supplements the core Bitcoin Protocol. Coinbase does not detect whether Bitcoin Transactions associated with your Coinbase Account may involve any such protocol use. Do not use your Coinbase Account to effect any instruction or transfer involving an advanced protocol. Coinbase is not responsible for any loss which may result from such use.
4.1. Transactions with Coinbase. When buying or selling bitcoin through the Conversion Service, you are buying from, or selling to, Coinbase directly. Coinbase does not act as an intermediary or marketplace between other buyers and sellers of bitcoin. The Conversion Service is subject to the Coinbase "Conversion Rate." "Conversion Rate" means the liquidity adjusted price of a given bitcoin amount in terms of local currency as quoted on the Coinbase Site. The Conversion Rate is stated either as a "Buy Price," the price in terms of local currency at which you purchase bitcoin from Coinbase, or as a "Sell Price," the price in terms of local currency at which you sell bitcoin to Coinbase. For the purpose of any transaction which incorporates the Conversion Rate, you agree, as a condition of using any Coinbase Services, to accept the Conversion Rate as the sole conversion metric.
4.2. Bitcoin Purchases. After successfully completing the applicable verification steps described in the Verification Procedures below, you may purchase bitcoin from Coinbase, subject to applicable limits. Coinbase will instruct its bank to initiate a debit to your primary payment method or directly from your USD Wallet, or, if the payment is not successful, to any payment method you have on file, in an amount equal to: (a) the total number of bitcoin you wish to purchase multiplied by the Buy Price Conversion Rate quoted on the Coinbase Site at the time that you initiate the transaction, plus (b) the applicable Conversion Fee (defined below), plus (c) additional fees as may apply in the event that Coinbase cannot draw funds from your payment method and must charge a backup payment method. When you initiate a purchase transaction, Coinbase will provide a date by which your bitcoin will be made available in your Bitcoin Wallet, which may depend on the time required for Coinbase to receive funds from your payment method. If your bitcoin purchase is marked as complete or pending in your Bitcoin Wallet, such transaction cannot be cancelled, reversed or changed. In connection with any purchase of bitcoin from Coinbase, Coinbase will use good faith efforts to fulfill such purchase order at the applicable Buy Price Conversion Rate quoted on the Coinbase Site at the time that you place such order. However, from time to time, it may be necessary for Coinbase to delay fulfillment of a purchase order until such time as we are able to execute the transaction. In such cases, we will notify you through the Coinbase Site prior to the completion of your purchase order that the amount of bitcoin that you will receive will be determined based on the applicable Buy Price Conversion Rate quoted on the Coinbase Site at the subsequent point at which Coinbase, with your further approval, may execute your transaction.
4.3. Sale Transactions. After successfully completing the applicable verification steps described in the Verification Procedures, you may sell bitcoin to Coinbase, subject to applicable limits, by instructing Coinbase accordingly. Coinbase will then credit your USD Wallet directly, or instruct its bank to initiate a credit to your linked payout method, in an amount equal to: (a) the total number of bitcoin you wish to sell multiplied by the Sell Price Conversion Rate quoted on the Coinbase Site at the time that you initiate the transaction, minus (b) the applicable Conversion Fee (defined below). Coinbase will then initiate a transfer of the appropriate amount of bitcoin from your Bitcoin Wallet to Coinbase's own bitcoin wallet, and the related proceeds of funds will thereafter be credited to your linked payout method. The proceeds of any bitcoin sale will be credited to your linked payout method within two to three business days. Upon any sale of bitcoin to Coinbase, all settlements or payments by Coinbase for such transaction shall be paid in local currency (e.g., USD) at the applicable Sell Price Conversion Rate quoted on the Coinbase Site at the time that you approved the transaction.
4.4. Limits. Coinbase imposes limits on the number of bitcoin that you may buy, sell, or trade in a given day, as further described in the Verification Procedures. Coinbase reserves the right to change the limits imposed as we deem necessary or appropriate from time to time, and Coinbase posts the limits which apply to you in your account’s Limits page. Coinbase does not guarantee the availability of its Conversion Service, and the act of purchasing bitcoin from Coinbase does not result in a guarantee that you may sell your bitcoin to Coinbase. If you wish to raise your limits beyond the posted amounts, you may submit a request to email@example.com. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Coinbase staff (such process, "Enhanced Due Diligence"). Coinbase reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.
4.5. Conversion Fee. Each Conversion Service transaction is subject to a fee (the "Conversion Fee", sometimes also referred to as an "Exchange Fee") charged by Coinbase which consists of: (a) a fee for the conversion of local currency (e.g., USD) for bitcoin (or vice versa) which is calculated as a percentage of the local currency to be converted, plus (b) a fixed transfer fee which may be applied to cover applicable bank fees. If you use your linked bank account to effect a conversion, the transfer fee is nominal—approximately $0.15—netted out of your settlement to or from Coinbase. Payments using other methods, such as wire or credit card (if permitted), are subject to higher fees. Coinbase will not process a conversion if the fixed transfer fee exceeds the value of your transaction. The fixed transfer fee does not apply to Conversions involving funds in your USD Wallet. The current Conversion Fee is displayed on the Coinbase Site prior to you completing a Conversion Service transaction. Your bank may charge you a non-sufficient funds ("NSF") fee or overdraft fee in the event that you do not have sufficient funds to complete a transaction.
4.6.1. You agree to deliver payment for any bitcoin purchase made through the Conversion Service upon confirmation of an order, regardless of changes in the applicable Buy Price Conversion Rate prior to completion of the purchase transaction, with such payment to be made in good funds in the amount calculated in the manner specified herein.
4.6.2. If there are insufficient funds from your linked primary payment method to cover the purchase price of any bitcoin order or any other amounts owed by you to us hereunder, you hereby authorize us to debit any of your payment methods which have been linked to your Coinbase Account for the full or partial amount of your purchase and any other amounts owed by you to us hereunder. We may resubmit debits or charges to your payment methods until all amounts owed by you to us hereunder are satisfied in full. You are responsible for maintaining an adequate balance in each of your accounts and sufficient credit limits on your credit cards in order to avoid any overdraft, NSF or similar fees. To secure the performance of your obligations under this Agreement, you grant to Coinbase a security interest in any and all of your funds or other property which come into the possession of Coinbase and the bitcoin associated with your Coinbase Account. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.
4.6.3. We may deduct any bitcoin held by you in a Bitcoin Wallet if a payment for a purchase of bitcoin using a bank account or credit card is subsequently reversed, for example, if such a payment is subject to a chargeback, reversal, claim or is otherwise invalidated. We may also deduct bitcoin held by you in a Bitcoin Wallet in satisfaction of any outstanding amount owed by you to Coinbase under this Agreement.
4.6.4. Coinbase reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of bitcoin in its sole discretion, including but not limited to instances where Coinbase suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime, in response to a subpoena, court order, or other government order, or if Coinbase suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below.
5.1. USD Wallets. Users who have verified their Identity with Coinbase and who reside in approved jurisdictions may establish and fund a U.S. Dollar balance ("USD Wallet"). Except as otherwise set forth herein, you may use your USD Wallet only to purchase bitcoin from Coinbase, to receive the proceeds of bitcoin sales to Coinbase, or to transfer funds to and from a Coinbase Trading Account. Coinbase holds all customers' USD Wallet funds in a dedicated account at an FDIC-insured financial institution.
5.2. Deposits and Withdrawals. You may visit your Account at coinbase.com/accounts and click on "USD Wallet" to transfer funds between your linked bank account and Coinbase as necessary to deposit funds into or withdraw funds from your USD Wallet. Coinbase will not charge a fee for you to transfer funds to or from Coinbase, but bank transfer fees may apply. Funds sent via bank wire (if permitted by Coinbase) are subject to additional wire fees. For deposits, Coinbase will credit your USD Wallet a corresponding amount of dollars after funds are delivered to Coinbase, typically within two to three business days after you authorize a deposit. For withdrawals, Coinbase will immediately debit your USD Wallet when you authorize a withdrawal and funds will typically settle to you within two to three business days. Bank fees are netted out of transfers to or from Coinbase. We will not process a transfer if associated bank fees exceed the value of the transfer.
5.3. USD Wallet Transactions. When you purchase bitcoin, you may opt to use funds in your USD Wallet rather than your linked payment method. If you purchase bitcoin using your USD Wallet, Coinbase will ordinarily effect an immediate settlement of funds, with bitcoin credited to your Bitcoin Wallet, although Coinbase reserves the right to delay any such transaction if it perceives a risk of fraud or illegal activity. When you sell bitcoin to Coinbase, you may elect to receive the proceeds of such sale into your USD Wallet. Coinbase will ordinarily effect an immediate settlement of funds, with U.S. Dollars credited to your USD Wallet, although Coinbase reserves the right to delay any such transaction if it perceives a risk of fraud or illegal activity.
5.4. Limits. You may not initiate a deposit which exceeds your daily bitcoin buy limits. Coinbase reserves the right to restrict deposits into your USD Wallet and/or to require you to withdraw funds from your USD Wallet if Coinbase determines that your USD Wallet has reached an excessive balance. You may not purchase or sell bitcoin in excess of your daily buy / sell limits, set forth below, regardless of the amount of funds held in your USD Wallet.
6.1. General Use.
6.1.1 Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Coinbase Site, and the content, materials, information and functionality available in connection therewith (collectively, the "Content") solely for informational, transactional, or other approved purposes as permitted by Coinbase from time to time. Any other use of the Coinbase Site or Content is expressly prohibited. All other rights in the Coinbase Site or Content are reserved by us and our licensors. We reserve all rights in the Coinbase Site and Content and you agree that this Agreement does not grant you any rights in or licenses to the Coinbase Site or the Content, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Coinbase Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Coinbase Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without our prior written permission. If you violate any portion of this Agreement, your permission to access and use the Coinbase Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. "Coinbase.com", "Coinbase", and all logos related to the Coinbase Services or displayed on the Coinbase Site are either trademarks or registered marks of Coinbase or its licensors. You may not copy, imitate or use them without Coinbase's prior written consent.
6.1.2. 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.
6.1.3. Third-Party Materials. From time to time, the Coinbase Site may contain references or links to third-party materials (including without limitation websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to you. Such links should not be considered endorsements and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. 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, including without limitation content, property, goods or services available on the linked sites or services.
6.1.4. Third-Party Applications. If, to the extent permitted by Coinbase from time to time, you grant express permission to a third party to access or connect to your Coinbase Account, either through the third party's product or service or through the Coinbase Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party using your Coinbase Account credentials. Further, you acknowledge and agree that you will not hold Coinbase responsible for, and will indemnify Coinbase from, any liability arising out of or related to any act or omission of any third party using your Coinbase Account credentials. You may change or remove permissions granted by you to third parties with respect to your Coinbase Account at any time through the Account Settings (Integrations) page on the Coinbase Site.
6.1.5. Developer’s Tools. Any person or entity who uses Coinbase's Developer’s Tools (as defined in Part 4 of this Agreement) must comply with the terms of this User Agreement, including Part 4, and/or any other conditions as Coinbase may put into place in its sole discretion from time to time. The Developer’s Tools are owned by Coinbase and are licensed to Developer’s Tools users on a limited, non-exclusive, non-transferable, non-sublicensable basis. Coinbase reserves the right to restrict or limit use when, in its sole discretion, we identify abusive, burdensome, or prohibited use of the Developer’s Tools. Developer’s Tools users shall comply with all applicable laws, rules and regulations, including those relating to privacy, and shall not use the Developer’s Tools or related licensed material to facilitate or partake in any illegal, unauthorized, or improper activity, including any Prohibited Use or Prohibited Business as set forth below.
6.1.6. Fiduciary Accounts/Custodial Assets. You hereby certify to us that any funds used by you in connection with the Coinbase Services are either owned by you or that you are validly authorized to carry out transactions using such funds. In particular, you acknowledge that Coinbase may not be a qualified custodian under applicable law, and represent that your use of the Coinbase Services is in compliance with any applicable requirements governing the maintenance and use of fiduciary accounts and custodial assets.
6.2. Prohibited Use. In connection with your use of the Coinbase Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Business or Prohibited Use defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. We reserve the right to cancel and/or suspend your Coinbase Account immediately and without notice if we determine, in our sole discretion, that your Account is associated with Prohibited Use and/or a Prohibited Business.
6.3. Export Controls & Sanctions. The supply of bitcoin and the Coinbase Services through the Coinbase Site is subject to United States and international export controls and economic sanctions requirements. By acquiring any such items through the Coinbase Site, you represent and warrant that your acquisition comports with and your use of the item will comport with those requirements. Without limiting the foregoing, you may not acquire bitcoin or any of the Coinbase Services through the Coinbase Site if: (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo, UN sanctions, HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (2) you intend to supply the acquired bitcoin or Coinbase Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or UN sanctions (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.
6.4. Suspension, Termination, and Cancellation. Coinbase may: (a) suspend, restrict, or terminate your access to any or all of the Coinbase Services, and/or (b) deactivate or cancel your Coinbase Account if:
You will be permitted to transfer bitcoin or funds associated with your Bitcoin Wallet(s) and/or your USD Wallet(s) (defined below) for ninety (90) days after Account deactivation or cancelation unless such transfer is otherwise prohibited (i) under the law, or (ii) by a facially valid subpoena or court order. Merchant users are subject to additional cancellation policies set forth below. You may cancel your Coinbase Account at any time by transferring or exchanging all bitcoin, closing all open Orders (defined below), withdrawing all funds associated with your Bitcoin Wallet(s) and your USD Wallet(s), and visiting https://www.coinbase.com/settings/cancel.
You will not be charged for canceling your Coinbase Account and will only be required to pay for those Coinbase Services used that are subject to charges. If any transaction is in a pending state at the time your Coinbase Account is cancelled or suspended, such transaction may be cancelled and/or refunded as appropriate. You may not cancel your Coinbase Account to evade an investigation or avoid paying any amounts otherwise due to Coinbase. Upon cancellation of your Coinbase Account, you authorize Coinbase to cancel or suspend pending Conversion Service transactions and hold the funds associated with such transactions until Coinbase is certain that funding reversal windows are complete. In the event that you or Coinbase terminates this Agreement or your access to the Coinbase Services, or deactivates or cancels your Coinbase Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or Account errors, Coinbase may temporarily suspend access to your Account until the problem is resolved.
7.1. Relationship of the Parties. Coinbase is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Coinbase to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Coinbase to be treated as the agent of the other.
7.2. Service Providers. From time to time, Coinbase may engage third parties to assist Coinbase in providing certain aspects of the Coinbase Services (each, a "Service Provider"). Service Providers may include, but are not limited to, Coinbase's banking partners and technology or engineering service providers.
7.4. Privacy of Others; Marketing. If you receive information about another user through the Coinbase Services, you must keep the information confidential and only use it in connection with the Coinbase Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the Coinbase Services.
7.5. Password Security and Keeping Your Contact Information Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Coinbase Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Coinbase Account by third-parties and the loss or theft of any bitcoin and/or funds held in your Coinbase Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Coinbase Account information has been compromised, contact Coinbase Support immediately at firstname.lastname@example.org.
7.6. Consent to Electronic Records. By using the Coinbase Services, you agree that Coinbase may provide you with any notices or other communications about your Coinbase Account and the Coinbase Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Coinbase Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your Coinbase Account and your Coinbase Account will be cancelled.
7.7. Notices to Coinbase. We prefer receiving notices to Coinbase electronically through our support system at email@example.com. Paper notifications can also be sent to Coinbase, Inc., 548 Market Street, #23008, San Francisco, CA 94104.
8.1. Contact Coinbase. If you have any feedback, questions, or complaints, contact us via our Customer Support webpage at https://support.coinbase.comor write to us at Coinbase Customer Support, 548 Market Street, #23008, San Francisco, CA 94104, USA. When you contact us please provide us with your name, address, and any other information we may need to identify you, your Coinbase Account, and the transaction on which you have feedback, questions, or complaints.
8.2. Arbitration; Waiver of Class Action. If you have a dispute with Coinbase, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and we agree that any dispute arising under this Agreement shall be finally settled in arbitration, on an individual basis in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Coinbase hereby expressly waive trial by jury. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees. Additionally, you hereby waive your right to participate in a class action lawsuit or class-wide arbitration.
8.3. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with Coinbase must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
9.1. Limitations of Liability. 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 FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE COINBASE SITE, THE COINBASE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. THE LIABILITY OF COINBASE, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LOWER OF (A) THE ACTUAL AMOUNT OF DIRECT DAMAGES; OR (B) FEES PAID TO COINBASE BY YOU IN THE PRECEDING THREE (3) MONTHS.
9.2. Sanctions Compliance. Pursuant to the economic sanctions programs administered in the countries where Coinbase conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), Coinbase is prohibited from providing services or entering into relationships with certain individuals and entities. In the event that Coinbase is required to block assets associated with your Coinbase Account in accordance with a sanctions program, or other similar government sanctions programs, Coinbase may (i) deactivate or cancel your Bitcoin Wallet(s) and/or USD Wallet(s) or block user activity, (ii) transfer bitcoin or funds from your Bitcoin Wallet(s) and/or USD Wallet(s) to an originating source or to an account specified by authorities, or (iii) require you to transfer your bitcoin or withdraw your funds from your Bitcoin Wallet(s) or USD Wallet(s) within a certain period of time. Coinbase is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order.
9.3. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware 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. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Coinbase. Always log into your Coinbase Account through the Coinbase Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
9.4. Release of Coinbase. If you have a dispute with one or more users of the Coinbase services, 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. In addition, in entering into this release you expressly waive any protections (whether statutory or otherwise – e.g., California civil code §1542), that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
9.5. No Warranty. THE COINBASE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. COINBASE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COINBASE DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF COINBASE SERVICES, AND OPERATION OF THE COINBASE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. COINBASE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, CREDIT CARDS, AND CHECK ISSUANCES ARE PROCESSED IN A TIMELY MANNER BUT COINBASE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE COINBASE SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM OR THE U.S. OR INTERNATIONAL MAIL SERVICE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
9.6. Indemnification. You agree to indemnify and hold Coinbase, its affiliates and Service Providers, and each of 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 (i) your breach of this Agreement, (ii) your use of Coinbase Services, including the Developer’s Tools, or (iii) your violation of any law, rule or regulation, or the rights of any third party.
9.7. Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Coinbase as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Coinbase.
9.8. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Coinbase without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Coinbase Services. Any attempted transfer or assignment 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.
9.9. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, 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.
9.10. Change of Control. 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.
9.11. 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, Coinbase Account cancellation, debts owed to Coinbase, general use of the Coinbase Site, disputes with Coinbase, and general provisions, shall survive the termination or expiration of this Agreement.
9.12. 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 claim or dispute that has arisen or may arise between you and Coinbase, except to the extent governed by federal law.
9.13. 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, any delay or failure due to any 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, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
9.14. Section Headings. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.
9.15. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
9.16. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.
The following categories of businesses, business practices, and sale items are barred from Coinbase Services ("Prohibited Businesses"). By opening a Coinbase Account, you confirm that you will not use Coinbase Services to accept payments in connection with the following businesses, activities, practices, or items:
You may not use your Coinbase Account to engage in the following categories of activity ("Prohibited Use"). By opening a Coinbase Account, you confirm that you will not use your Account to do any of the following:
Coinbase uses multi-level systems and procedures to collect and verify information about you in order to protect Coinbase and the community from fraudulent users, and to keep appropriate records of Coinbase’s customers. Your daily or weekly Conversion limits, Trading limits, Instant Buy limits, and limits on transactions from a linked payment method are based on the identifying information and/or proof of identity you provide to Coinbase.
All U.S. users who wish to buy bitcoin using Coinbase’s Conversion Service, at minimum, must:
In addition, all U.S. users who wish to use Coinbase’s USD Wallet or the Coinbase Exchange, at minimum, must:
Notwithstanding these minimum verification procedures for the referenced Coinbase Services, Coinbase may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Coinbase Services and/or before permitting you to engage in transactions beyond certain volume limits. You can always determine the volume limits associated with your level of identity verification by visiting your account’s Limits page.
You may contact firstname.lastname@example.org to request larger limits. Coinbase will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Coinbase does not guarantee that we will raise your limits.
1.1. Merchant Services. Users who intend to sell goods and/or services (each, a "Merchant") and who wish to accept bitcoin from purchasers as a method of payment may use a suite of tools and related services for this purpose (the "Merchant Services"). Through the Merchant Services, Coinbase enables Merchants to accept bitcoin from customers as a method of payment, and processes the transfer of bitcoin to Merchants from their customers. Merchants may also sell bitcoin to, or buy bitcoin from, Coinbase, and otherwise utilize the Coinbase Services, in the same manner as any other user. Use of Merchant Services is subject to this Part 2 and is also subject to General Use terms, including without limitation the releases, indemnities, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth above.
1.2 Merchant Profile. Each Merchant user is required to provide accurate information necessary to complete a merchant profile associated with the user's Coinbase Account. This information may include business name, address and other contact information, website URL, taxpayer or other government ID, corporate documents, and other information Coinbase may request. Coinbase may limit Merchant transaction volumes depending on (i) the Merchant's historical activity on Coinbase, (ii) satisfactory completion of a Merchant profile; (iii) satisfaction of reasonable requests for additional information; (iv) perceived risks; (v) repeated customer complaints; and/or (vi) any indication that the Merchant has violated this Agreement. Newly-boarded Merchants may be required to submit to additional verification procedures as necessary to verify that the Merchant operates a legitimate business.
2.1. Transaction Confirmation. Coinbase will provide users of Merchant Services with an order notification indicating when or whether the Merchant has been paid by its customer.
2.1.1. Completed Order Notifications. Upon Merchant's customer's submission of a valid and completed payment through Merchant Services, Coinbase will send a callback to Merchant's designated callback URL to confirm successful transfer of the customer's payment to Merchant—so designated as a "completed" order. Except on suspicion of fraud, error, or abusive use, Coinbase will not reverse a payment and/or corresponding bitcoin credit which it has designated as completed.
2.1.2. Timing of Completed Order. If the Merchant's customer uses a Coinbase wallet to successfully initiate its purchase, Coinbase will issue the completed callback order immediately to the Merchant. If the Merchant's customer does not use a Coinbase wallet to effect its purchase, Coinbase will initiate an order status callback when Coinbase detects that the corresponding bitcoin transaction has been recorded into the Bitcoin Blockchain.
2.1.3. Mispaid Order Notifications. A callback may also indicate an order status as "mispaid," meaning Coinbase has detected transfer of an amount of bitcoin not corresponding with the Bitcoin Price and/or that the customer transferred bitcoin after expiration of a checkout window. "Mispaid" orders may result in transfer of bitcoin to Merchant's Coinbase Wallet for further processing by Merchant in accordance with Merchant's refund and order processing policies, but shall not be deemed completed by Coinbase.
2.1.4 Limitations. Coinbase may delay order verifications if Merchant has not provided its legal name, logo, website, phone number, address, taxpayer identification number, designation of business location and type. Until completion of such applicable verification procedures, newly-boarded Merchants may experience delayed processing of Bitcoin Transactions or Conversion Service transactions. Coinbase will designate any such delayed transaction as "pending," and funds will not be available in the Merchant's Coinbase Account and/or Currency Account until the pending transaction is completed. Coinbase reserves the right to refuse to process, cancel, or to reverse any Merchant transaction (i) as required by law, (ii) in response to a facially valid subpoena, court order, or other government order, or (iii) if Coinbase reasonably suspects that the transaction is erroneous, or related to Prohibited Use or Prohibited Business as defined in the User Agreement.
2.2. Instant Conversion. Coinbase may offer its optional instant Conversion Service (the "Instant Conversion Service," also referred to as "Instant Exchange") to Merchants who have successfully linked a payout method to their Coinbase Account. The Instant Conversion Service will allow Merchants to designate the price of their goods and services in local currency (e.g., USD) and customers to pay for their purchases from such Merchant in bitcoin based on the Sell Price Conversion Rate quoted by Coinbase on the Coinbase Site and displayed to the customer at the time that the customer approves the purchase. In connection with the Instant Conversion Service, the Merchant, as merchant of record for each transaction, shall: (i) use Coinbase to calculate an appropriate amount of bitcoin (a "Bitcoin Price") to be transferred to Merchant as payment for a good or service with reference to the Sell Price Conversion Rate at the time Merchant's customer visits the Merchant's checkout page; Coinbase will lock the Bitcoin Price for a period of time, but if the customer does not initiate a transfer within a certain payment window, Coinbase will recalculate the Bitcoin Price based on an updated Sell Price Conversion Rate; (ii) accept bitcoin into its corresponding Bitcoin Wallet; (iii) immediately sell such bitcoin to Coinbase using the Instant Conversion Service, and (iv) subsequently receive the proceeds from such bitcoin sale transaction from Coinbase in the relevant local currency in an amount equal to the original USD price of the item, less applicable fees. By using this service, Coinbase guarantees that regardless of any change in the price of bitcoin between the time of purchase and settlement, the Merchant will receive the fixed purchase price as designated by the Merchant in local currency at the time the customer approved the purchase, less applicable fees.
2.3. Settlement. Settlements to Merchant in connection with the Merchant's sale of bitcoin to Coinbase will generally take a minimum of two to three business days, following Coinbase's transmission to Merchant of confirmation of the relevant transaction, although exceptions may apply.
3.1 Merchant Transactions. Each Merchant acknowledges and agrees that Coinbase has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that the Merchant may sell to customers using the Coinbase Services. Each Merchant is responsible for handling customer inquiries related to the goods and/or services it sells to customers through the Coinbase Services, except for inquiries related to payment for such goods or services which will be handled by Coinbase. Each Merchant warrants that it will not use any Coinbase Services in connection with any Prohibited Use or Business, as described herein. Each Merchant confirms that by opening a Coinbase Account, the Merchant will not use the Coinbase Services to accept payments in connection with any of the Prohibited Businesses. Each Merchant further warrants that it will not use Coinbase Services in connection with transactions which involve pre-payment of an order which the Merchant does not intend to fulfill within thirty (30) days. When a Merchant must issue a refund to a customer, Coinbase will debit the Merchant's Bitcoin Wallet for the relevant number of bitcoin (or, in the event the Merchant uses the Instant Conversion Service, the Merchant shall purchase the relevant amount of bitcoin in local currency before bitcoin are debited from the Merchant's Bitcoin Wallet) and provide a refund to the customer in bitcoin having a value equal to the transaction amount being refunded, as expressed in local currency (e.g., USD), based on the then current Conversion Rate.
3.2. Obligations of Merchants. In addition to the obligations set forth elsewhere in this Agreement, Merchants agree to:
(a) At all times maintain all licenses, registrations, authorizations and approvals required to operate their business, conduct all activities related thereto, and utilize the Coinbase Services in connection therewith.
(b) Ensure that all aspects of their business, including (i) all Merchant activities, and the activity of any third party engaged by the Merchant, (ii) the goods and serviced offered for sale by Merchant, and (iii) the acts or omissions of each Merchant in connection with their use of Coinbase Services comply with applicable law at all times.
(c) Promptly provide, and cause third parties under its control to promptly provide, such information as Coinbase may request from time to time regarding (i) the Merchant, its policies, procedures, and activities, (ii) any good or service offered for sale and for which the Merchant may accept payment by use of Coinbase Services, or (iii) any transaction conducted through the use of Coinbase Services, to the extent Coinbase deems such information reasonably necessary to comply with its policies or procedures, applicable law, an audit, or the guidance or direction of, or request from, any regulatory authority or financial institution.
(d) Within the Coinbase-hosted payment page, accurately identity the sale item in the Item Name field and provide an accurate and succinct description of the same sale item in the Item Description Field.
(e) Authorize Coinbase to, directly or through third parties, (i) make any inquiries we consider necessary to verify your identity and/or account information, and (ii) request and obtain any consumer report, credit report or similar information relating to you and to take action we reasonably deem necessary based on the results of such inquiries and reports, and hereby authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.
3.3 Merchant Account Cancellation. If, in Coinbase's discretion, a Merchant is understood to take any action that Coinbase deems as circumventing Coinbase's controls, including, but not limited to, opening multiple Coinbase Accounts or abusing promotions which Coinbase may offer from time to time, Coinbase may cancel or suspend corresponding Merchant Account(s). Coinbase Merchant Account(s) may also be suspended or cancelled according to the procedure set forth in the User Agreement (i) as required by law, (ii) in response to a subpoena, court order, or other binding government order, (iii) if the Merchant engages in any Prohibited Use or Business as defined in the User Agreement, or (iv) if Coinbase determines that Merchant's Account activity presents a heightened risk of legal or regulatory non-compliance.
3.4. Indemnification. Merchants agree to indemnify and hold Coinbase, its affiliates, and Service Providers, and each of 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 (i) the Merchant's breach of this Agreement, (ii) the Merchant's use of Coinbase Services, or (iii) the Merchant's violation of any law, rule, or regulation, or the rights of any third party.
3.5. Merchant Governing Law. As set forth in the User Agreement the laws of the State of California, without regard to principles of conflict of laws, will govern the Agreement and any claim or dispute that has arisen or may arise between Merchant and Coinbase, except to the extent governed by federal law.
3.6. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for the Merchant's convenience. The meanings of terms, conditions, and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
1.1 Coinbase Exchange. Verified users in approved jurisdictions may participate in a trading platform which will allow users to buy bitcoin from and/or sell bitcoin to other Coinbase users (the "Coinbase Exchange"). The Coinbase Exchange will: (a) allow you to place orders to buy or sell bitcoin in designated quantities and prices (an "Order") into a first-come, first-served order book (the "Order Book"); (b) match compatible Orders among anonymous counterparties on the Coinbase Exchange; and (c) automatically execute trades resulting from matched Orders by settling the corresponding transfers of bitcoin and currency among the trading counterparties' Trading Account wallets (such settled orders, "Trades"). Use of Coinbase Exchange is subject to this Part 3 and is also subject to the General Use terms, including without limitation the indemnities, releases, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth above. Coinbase Exchange functionality is described in further detail at https://docs.exchange.coinbase.com/.
1.2 Trading Account. After you have established a Coinbase Account, inclusive with USD Wallet, you may visit the Coinbase Exchange at https://exchange.coinbase.com to establish a dedicated Bitcoin Wallet and dedicated USD Wallet expressly for the purpose of placing Orders and settling Trades on the Coinbase Exchange (such dedicated wallets, together with associated user tools, a "Trading Account"). You may not place Orders on the Coinbase Exchange until you have transferred bitcoin and/or currency from your basic Coinbase Account wallets into your Trading Account wallets. Funds in your Trading Account wallets can be used only to place Orders and to execute Trades and cannot be used for any other purpose.
1.3 Transfers and Limits. You can transfer bitcoin and/or currency between your basic Coinbase Account wallets and your Trading Account wallets instantly and free of charge in an amount less than or equal to applicable daily trade limits set forth in the User Agreement. Coinbase monitors the total value of assets associated with your Trading Account and we reserve the right to prevent transfers to your Trading Account, to suspend your trading activity, and/or to require you to withdraw funds from your Trading Account if your total Trading Account balance exceeds your daily trade limits. You may request heightened trading limits pursuant to Coinbase Enhanced Due Diligence procedures set forth in the User Agreement. You may withdraw funds from your Trading Account by transferring the funds to your basic Coinbase Account wallets, at which point you may remove funds from the Coinbase platform in accordance with Coinbase policies and subject to applicable bank transfer fees.
2.1 Orders and Trades. Trading Account tools allow you to place Orders in the Coinbase Exchange Order Book by designating an amount of bitcoin you wish to buy or sell at a designated fiat currency-denominated price. When an Order is matched, in part or in full, to one or more compatible counter-orders, one or more Trades are immediately executed as set forth below.
2.1.1 Takers. If your Order is immediately paired to one or more counter-orders, you are a "Taker" and the Order will result in an immediately executing Trade at the price of the preexisting Order in the Order Book. Such Trade is immediately reflected in the Taker's Trade history and as corresponding credits and debits to the Taker's Trading Account wallet balances. Takers are charged a commission fee (described below), automatically debited from the Taker's Trading Account USD Wallet.
2.1.2. Makers. If your Order is not immediately paired to a matching counter-order, you are a "Maker" and your Order will remain open in the Order Book until either (i) the Order is cancelled, or (ii) the Order is matched to a counter-order on the Coinbase Exchange and a Trade is executed. Coinbase will block use and transfer of funds in the Maker's Trading Account corresponding to any open Order. The Maker can release the block by canceling the Order without charge. When a matching counter-order is placed in the Order Book, the Maker's open Order will result in an executed Trade at the price the Maker posted to the Order Book, immediately reflected in the Maker's Trade history and as corresponding credits and debits to the Maker's Trading Account wallet balances.
2.1.3. Partial Order Execution. Your Order may be executed in parts depending on the availability of compatible counter-orders on the Coinbase Exchange. The Trade resulting from an immediate, partial execution is subject to Taker commissions as described above. Any unfulfilled remainder of such partially-executed Order will remain as an open, Maker Order in the Order Book until it is either cancelled or executed.
2.1.4. Taker Price Improvement. Taker Orders are matched against existing Maker Orders at the price of the Maker Order posted in the Order Book, not at the price of the Taker Order. Coinbase will automatically match a Taker Order to any open Order whose price is at least as favorable as the Taker's Order price, if not more favorable to the Taker. Maker Orders will always be executed at the posted Order Book price.
2.1.5. Self-Trade Prevention. Coinbase will prevent you from entering Orders which would result in self-execution—i.e., where you act as both Maker and Taker to a Trade. In the event that any open or partially open Order would result in self-execution, Coinbase will automatically cancel the smaller quantity open Order, decrement the larger quantity Order in an amount equivalent to the cancelled quantity, and allow the remainder of the larger Order to remain open. If two such Orders are the same quantity, both will be cancelled.
2.2. Alternative Order Instructions. The Coinbase Exchange may allow you to input alternative Order parameters which differ from the default parameters set forth above. Alternative Order parameters, such as those preventing partial Order execution and/or which affect the timing of your Trades, will be described at: https://docs.exchange.coinbase.com.
2.3. Fees. Coinbase Exchange operates a maker-taker pricing model in which we will charge a commission to the Taker of any given Trade. We will not charge a commission to Makers. Commissions are denominated in the quote currency—typically U.S. Dollars—and automatically debited from the Taker's Trading Account USD Wallet upon settlement of a Trade. Applicable commissions and other fees (if any) are posted at: https://docs.exchange.coinbase.com/#fees. By using the Coinbase Exchange you agree to pay all applicable Coinbase fees and trade-based commissions and you authorize Coinbase to deduct directly from your Trading Account wallets the applicable commissions and other fees at the time of first accrual or subsequently if any amounts are unpaid.
3.1. Trading Account Use. By using a Trading Account you agree and represent that you will make Trades only for yourself as Account owner, and not on a pass-through basis on behalf of any third party, unless you have obtained prior approval from Coinbase. You may not sell, lease, furnish or otherwise permit or provide access to your Trading Account to any other entity or to any individual that is not your employee or agent. You accept full responsibility for your employees' or agents' use of the Coinbase Exchange, whether such use is directly through the Coinbase Exchange website or by other means, such as those facilitated through Auth permissions, API keys, and/or applications which you may authorize. You understand and agree that you are responsible for any and all orders, trades, and other instructions entered into the Coinbase Exchange under identifiers, permissions, passwords, and security codes associated with your Coinbase Account.
3.2. Suspension and Cancellation. We may suspend your Trading Account in accordance with the User Agreement Account suspension and termination provisions. Suspension or termination of you Account shall not affect the payment of fees or other amounts you owe to Coinbase. In the event that your Coinbase Account is suspended or terminated, we will immediately cancel all open Orders associated with your Trading Account and bar the placing of further Orders until resolution or Account cancellation.
3.3. No Warranty. We do not represent that Coinbase Exchange and/or its constituent Trading Accounts, APIs, and related services, will be available without interruption. Although we will strive to provide you with continuous operations, we do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information, nor do we guarantee that any Order will be executed, accepted, recorded, or remain open. In the event of a significant system outage, Coinbase reserves the right to cancel any open trades and/or suspend Coinbase Exchange activity indefinitely.
3.4. No Investment Advice or Brokerage. For the avoidance of doubt, Coinbase does not provide investment, tax, or legal advice, nor does Coinbase broker trades on your behalf. All Coinbase Exchange trades are executed automatically, based on the parameters of your Order instructions and in accordance with posted Trade execution procedures, 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. You should consult your legal or tax professional regarding your specific situation.
3.5. Trade Cancellation. Except as otherwise set forth herein, all trades are final and commissions and/or fees paid to Coinbase are non-refundable. Coinbase reserves the right to cancel Orders which, in our sole discretion, constitute an abusive use of the platform. We also reserve the right to cancel Orders, which under the circumstances appear clearly erroneous with respect to price, quantity, or other parameters. Coinbase reserves the right to restrict trade size or frequency in its sole discretion or limit API use which unreasonably burdens the platform.
3.6. Debts. In the event that there are outstanding amounts owed to us hereunder, Coinbase reserves the right to debit your Trading Account wallets accordingly and/or to withhold amounts from funds you may transfer from your Trading Account wallets to your Coinbase Account wallets. In the event that you have a negative balance in a Coinbase Account wallet, the transfer of funds from your Trading Account to your Coinbase Account will be applied first to satisfy any negative balance before crediting your Account.
1.1. Developer’s Tools. This Agreement governs your use of any and all development applications provided by Coinbase, including, but not limited to Coinbase’s application programming interface and any accompanying or related documentation, source code, executable applications and other materials (the “Coinbase API”), the Coinbase Sandbox, available at https://sandbox.coinbase.com/, and any other resources or services available at https://developers.coinbase.com/ (“Coinbase Services”) provided to you pursuant to this Agreement (collectively, the “Developer’s Tools”). Use of the Developer’s Tools is subject to this Part 4 and is also subject to General Use terms, including without limitation the releases, indemnities, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth above.
1.2. License Grant. Subject to the terms and restrictions set forth in this Agreement, Coinbase grants you a limited, revocable, non-exclusive, non-transferrable and non-sublicensable license solely to use and integrate the Developer’s Tools and underlying content into your website or application (your “Application”) so that your Application can interface directly with Coinbase devices, applications, or services.
1.3. Restrictions and Responsibilities. By using the Developer’s Tools, you agree to the following terms:
1.3.1. You shall:
(1) Register for a Coinbase Account.
(3) Comply with all applicable laws, regulations, licensing requirements, and third party rights (including, without limitation, data privacy laws).
(4) Represent and warrant that your Application, including but not limited to the name of the Application and all content in your Application, does not infringe the Intellectual Property rights of Coinbase or any third party.
(6) Use the Coinbase Marks only as expressly authorized in this Agreement.
(7) Obtain prior written approval from Coinbase prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to Coinbase, the Coinbase Marks, or this Agreement.
(8) Comply with additional verification procedures in the event that your Application seeks OAuth permissions to transfer bitcoin in an amount greater than predefined limits.
1.3.2. You shall not:
(1) Copy, rent, lease, sell, sublicense, or otherwise transfer your rights in the Developer’s Tools to a third party.
(2) Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Developer’s Tools.
(3) Cache, aggregate, or store data or content accessed via the Developer’s Tools other than for purposes allowed under this Agreement.
(4) Use the Developer’s Tools for any Application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code.
(5) Use the Developer’s Tools to encourage, promote, or participate in illegal activity, violate third party rights, including intellectual property rights or privacy rights, or engage in any Prohibited Use or Prohibited Business as defined in the Terms.
(6) Use the Developer’s Tools in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise impacts the stability of Coinbase’s servers or impacts the behavior of other applications using the Developer’s Tools.
(7) Display Developer’s Tools or Coinbase Marks in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Coinbase, other than as expressly permitted in writing by Coinbase.
(8) Attempt to cloak or conceal your identity or your Application's identity when requesting authorization to the Developer’s Tools.
2.1. Activities Subject to Additional Restrictions. Coinbase may require you to complete enhanced on-boarding procedures and/or restrict your Application if you would like to create/offer an Application which is designed for or results in any of the following:
2.1.1. Provide International Remittance Services. Any Application which involves a service that provides for: (i) an international (cross border) transfer of funds from a Sender to a Recipient, (ii) without an underlying sale or other bona fide commercial purpose for the transfer.
2.1.2. Provide Banking or Other Licensed Financial Services. Any Application which either holds money for eventual payment or which offers or provides credit, either directly or as a broker or arranger between third parties, or any Application that would require licensing as a bank, money services business, or other financial service provider, or as an escrow service in the jurisdiction where the service’s users reside.
2.1.3. Provide Gambling Services. Any Application which involves the payment of funds in exchange for the chance to win a prize.
2.1.4. Provide Virtual Currency Exchange Services. Any Application which involves a business engaged in the exchange of virtual currency for real currency, funds, or other virtual currency and which accepts and transmits a convertible virtual currency or buys or sells convertible virtual currency for any reason.
As between Coinbase and you, the Developer’s Tools, Coinbase Marks, and all intellectual property rights therein and thereto are and shall at all times remain the sole and exclusive property of Coinbase and are protected by applicable intellectual property laws and treaties. You have no rights with respect to Developer’s Tools or Coinbase Marks except as expressly set forth herein. If you obtain Coinbase’s prior written consent, you may use and display Coinbase’s name and logo (“Coinbase Marks”) solely to attribute the Developer's Tools as the source of your Application.
Coinbase may set limits on the number of API calls that you can make at its sole discretion, for example in the interest of service stability. If you exceed these limits, Coinbase may moderate your activity or cease offering you access to the Coinbase APIs altogether in Coinbase’s sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. Coinbase may immediately suspend or terminate your access to the Developer’s Tools without notice if Coinbase believes, in its sole discretion, that you are in violation of this Agreement or the Terms.
Coinbase may elect to provide you with support or modifications for the Developer’s Tools, in its sole discretion, and may terminate such support at any time without notice. Coinbase may change, suspend, or discontinue any aspect of the Developer’s Tools at any time, including the availability of any Developer’s Tools.
6.1 Security. You will use all reasonable efforts to protect Customer Data (as defined below) collected by your Application, including without limitation any personally identifiable information (“PII”), from unauthorized access or use. In the event your systems or infrastructure that are used for storage, processing or hosting Customer Data are breached or compromised, or if Customer Data is inadvertently exposed to non-authorized third parties, you shall notify Coinbase promptly of such a breach or exposure including root cause, remediation steps, and compensating controls to ensure such a breach does not occur in the future. You are responsible for providing customer notification under the state breach notification statutes and any other applicable privacy laws and you will bear the costs incurred by Coinbase resulting from your breach or exposure. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any Developer’s Tools or any authorized or unauthorized use of your Application.
6.3. Data Use. You will not sell any Customer Data or disclose any Customer Data to any third party. Your Application may use Customer Data only as required for use and access to your Application by the end user to whom such Customer Data relates. You shall not sublicense the Customer Data to any third party, and you shall not use or disclose any information derived directly or indirectly from the Customer Data for any purpose other than as set forth above. Without limiting the generality of the foregoing, you shall not use any part of the Customer Data to create a database separate from your Application or transmit all or part of the Customer Data to any third party for any use separate from your Application. Any use of Customer Data other than as expressly permitted by these Terms is strictly prohibited.