Coinbase PO Terms & Conditions

This document, including these terms and conditions (collectively the “Purchase Order”), constitutes the entire agreement between Purchaser or the Purchaser affiliate identified in this Purchase Order purchasing the goods and services herein (“Purchaser”) and the vendor identified in this Purchase Order (“Vendor”). Purchaser’s submission of this Purchase Order is conditioned on Vendor’s agreement that any terms different from or in addition to the terms of this Purchase Order shall not form a part of the Purchase Order, unless expressly stated otherwise. Vendor’s electronic acceptance, receipt and acknowledgement of this Purchase Order, or commencement of performance constitutes Vendor’s acceptance of these terms and conditions. The Purchase Order may be revoked at any time prior to acceptance. Notwithstanding the foregoing, if the parties enter or have entered into a master services agreement, purchase agreement or any other definitive agreement (“Master Agreement”), covering procurement of any services (“Services”) or commodities and/or goods described in this Purchase Order (collectively, “Products”), the terms of such Master Agreement shall prevail over any inconsistent terms herein. Except with respect to any such Master Agreement, these terms and conditions will be controlling over any additional, inconsistent or conflicting terms of any purchase order, quotation, confirmation, invoice, or other written correspondence relating to the Services or Products, even if accepted in writing by both parties.

DELIVERY:  Vendor will expediently perform its obligations under this Purchase Order. If Vendor delivers the Products after the date of delivery of Products (“Delivery Date”), Purchaser may reject the Products. Purchaser shall have a reasonable time after receipt of Products before payment to inspect them for conformity to the Purchase Order and applicable specifications.  Products received prior to inspection shall not be deemed accepted until Purchaser has run adequate tests to determine whether the Products conform thereto. Vendor will preserve, pack, package and handle the Products so as to protect the Products from loss or damage and in accordance with industry best practices. Without limiting the foregoing, Vendor shall observe the requirements of any local laws and regulations relating to hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal. Unless otherwise expressly agreed in writing or specified in a Purchase Order, delivery will be made to “Purchaser’s Ship To” location specified in the Purchase Order. 

BACKGROUND CHECK: If Vendor will perform Services on Purchaser premises, Vendor understands, acknowledges and agrees that Purchaser may notify and enlist its third-party provider to perform a background check on Vendor.

PAYMENT: Purchaser will pay Vendor the price set forth in this Purchase Order in accordance with the payment terms specified herein upon the occurrence of the later of forty-five (45) days from: (i) the Delivery Date; (ii) the date of Purchaser’s acceptance of all Products or any portion thereof; or (iii) Purchaser’s receipt of a properly prepared invoice. A properly prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Vendor’s certification of conformance of the Products to the requirements. All invoices must be sent to invoices.us@coinbase.com for US Coinbase entities and invoices.global@coinbase.com for International Coinbase entities. Purchaser may, at any time, set-off any amounts Vendor owes Purchaser against any amounts Purchaser owes to Vendor or any of its affiliated companies. Unless otherwise specified herein, the prices within this Purchase Order are inclusive of all applicable tax. 

OWNERSHIP: To the extent the Services contain any Deliverables as defined herein, Vendor agrees that Purchaser is the sole and exclusive owner of all software (including modifications and documentation), products, inventions, designs, specifications, documents, writings and other materials created, conceived, prepared, made, discovered or produced by Vendor for Purchaser pursuant to this Purchase Order (the "Deliverables"). Vendor irrevocably assigns and transfers to Purchaser all of its worldwide right and title to, and interest in, the Deliverables, including all associated copyright, patent, trade secret, trademark and any other intellectual property or proprietary rights ("Intellectual Property Rights"). Additionally, Vendor grants to Purchaser a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, non-terminable, transferable, sublicensable license to all Intellectual Property Rights used in the creation of the Deliverables in order for Purchaser to exercise its rights in the Deliverables as contemplated by this Purchase Order. Without limiting the foregoing, (i) the Deliverables are “works made for hire” to the extent permitted by law, and (ii) Vendor will not assert, and otherwise waives, any “moral rights” in the Deliverables and assigns to Purchaser all “moral rights” in the Deliverables. If for any reason such Deliverables are not works made for hire, Vendor hereby assigns all right, title and interest in such materials to Purchaser and agrees to assist Purchaser, at Purchaser's expense, to perfect such interest.

To the extent Vendor is providing software under this Purchase Order other than as part of Deliverables, Vendor hereby grants to Purchaser the right and license to use the software and any software documentation in accordance with the terms and conditions of this Purchase Order. The rights and licenses hereby granted are non-exclusive, royalty-free, worldwide, perpetual, transferable and fully paid up upon Purchaser’s payment of the license fee.

TERM AND TERMINATION: This Purchase Order is effective until all Products under this Purchase Order, any applicable statements of work (SOW(s)), or both have been accepted and paid for by Purchaser. Purchaser may terminate this Purchase Order at any time, for no reason or for any reason, upon fifteen (15) days prior written notice to Vendor. Either Purchaser or Vendor may terminate this Purchase Order immediately upon written notice to the other party for any material breach. Purchaser will have no further payment obligation in connection with the termination of this beyond the date of termination.

WARRANTIES:(a)Performance Warranties. Vendor warrants to Purchaser and Purchaser’s customers for the longer of Vendor's normal warranty period or for one (1) year following the date of Purchaser's acceptance of the Products that: (i) when received by Purchaser from Vendor, the Products will be free from defects in design, material, workmanship and manufacture; (ii) the Products will conform to the applicable documentation; (iii) the Products will be suitable for the purposes for which they are intended, including without limitation purposes made known to Vendor; and (iv) all Products will be new and unused and not refurbished, unless otherwise specified by Purchaser or by Vendor with Purchaser’s prior written approval of any other such condition. The foregoing warranties are in addition to all other warranties, whether express or implied, and will survive delivery, inspection, acceptance, or payment by Purchaser. (b) General Warranties. Vendor represents and warrants that: (i) Vendor has all necessary rights of title to the Products and has transferred all such rights and title to Purchaser upon Purchaser’s acceptance of the Products; (ii) the Products will be of professional quality and/or performed consistently with generally accepted industry standards; (iii) Vendor’s performance under this Purchase Order will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Vendor is bound; (iv) Vendor will comply with all applicable laws and regulations, including without limitation any applicable import and export employment and anti-bribery laws and regulations; (v) software will be free from any virus, malicious device, worm, Trojan, time bomb or other harmful or destructive code.

CONFIDENTIALITY: Subject to additional requirements in any applicable nondisclosure agreement between Vendor and Purchaser, Vendor will (i) keep confidential the terms of this Purchase Order and all non-public and proprietary Purchaser information, and will only use such information to provide Products and Services under this Purchase Order, and will not disclose such information except to the extent required by law after giving reasonable notice to Purchaser if permitted by law; and (ii) not use in providing Products or Services or disclose to Purchaser any materials or documents of another party considered confidential or proprietary unless it has obtained written authorization from that party. Vendor will not issue any public statements or use Purchaser’s trademarks or logo without Purchaser’s express prior written consent.

INDEMNIFICATION:(a)General. Vendor will indemnify, defend and hold Purchaser and its officers, directors, agents, employees, successors and customers harmless against any and all claims, liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Purchaser arising from: (i) any property damage, personal injury or death related to the Products; (ii) all loss, liability, and damages arising from or caused directly or indirectly by any act or omission of Vendor, Vendor's agents, employees, or subcontractors; (iii) any breach of this Purchase Order by Vendor or anyone acting on Vendor’s behalf; and (iv) royalty claims, liens or any other encumbrances on the Products supplied hereunder. (b)Intellectual Property. Vendor will indemnify, defend and hold Purchaser and its officers, directors, agents, employees, successors and customers harmless against any and all claims, liabilities, losses, damages, settlements, costs and expenses (including attorneys' fees) made against or sustained by Purchaser arising from any claim that the Products infringe or misappropriate any third party Intellectual Property Rights. If Purchaser's use of any of the Products is enjoined or, in Purchaser's reasonable opinion, is likely to be enjoined as a result of any such claim or allegation of Intellectual Property Infringement, Vendor agrees, at Purchaser's option to: (i) accept return of the Products from Purchaser and refund to Purchaser the amounts paid by Purchaser with respect to such Products; (ii) modify the Products so that they become non-infringing but equivalent in functionality, quality, compatibility and performance; or (iii) procure for Purchaser and its customers the right to continue using and distributing the Products. 

INSURANCE: Vendor will secure and maintain insurance against general liability and property damage. Vendor will also maintain workers compensation insurance as required by law, including employer’s liability coverage. Depending upon services, Purchaser may require suppliers to carry additional insurance limits and/or coverages. Vendor will provide Purchaser documentation evidencing the required coverage upon Purchaser’s reasonable request. 

LIMITED LIABILITY:  IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; AND PURCHASER’S LIABILITY ARISING OUT OF THIS PURCHASE ORDER WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO VENDOR UNDER THIS PURCHASE ORDER.

MISCELLANEOUS: The relationship of Vendor and Purchaser is that of independent contractor. Except as provided herein, no term or condition of this Purchase Order may be amended or deemed to be waived, except by a writing signed by both parties that refers to this Purchase Order. No right or obligation under this Purchase Order (including the right to receive monies due) may be assigned, delegated or subcontracted by Vendor without the prior written consent of Purchaser, and any purported assignment without such consent will be void. This Purchase Order will be construed in accordance with the laws of the State of California without regard to its principles of conflict of laws. The exclusive jurisdiction and venue of any action relating to this Purchase Order will be the state and/or federal courts located in San Francisco and each of the parties hereto submits itself to the exclusive jurisdiction of such courts and waives any argument relating to the convenience of forum. The rights and remedies herein provided are in addition to those available to either party at law or in equity.