Coinbase Developer Agreement

Last Updated: November 1, 2018

This Coinbase Developer Agreement (“Agreement”) is made between you (either an individual or entity you represent, referred to herein as “you” or “your”) and Coinbase Inc. and its affiliates (collectively, “Coinbase”) and governs your use of the Developer Tools (as defined below). If you are entering into this Agreement on behalf of a company or other legal entity, you hereby represent that you have the authority to bind such entity to this Agreement. If you do not have such authority or if you do not agree with this Agreement, you may not use the Developer Tools. This Agreement is effective as of the first date that you use the Developer Tools (“Effective Date”)

References to “Coinbase” mean (i) Coinbase Inc. if you are using the Developer Tools in the United States, and (ii) Coinbase UK, Ltd. if you are using the Developer Tools in any other region.

1. Acceptance of this Agreement

1.1 Components of this Agreement. This Agreement is comprised of the following binding agreements (collectively, the “Terms”):

1.2 Acceptance of the Developer Terms. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED BELOW, WHICH ARE HEREBY MADE PART OF THIS AGREEMENT. BY USING THE DEVELOPER TOOLS, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE DEVELOPER TOOLS. CEASE USE OF THE DEVELOPER TOOLS IMMEDIATELY IF YOU BELIEVE YOU ARE UNABLE TO COMPLY WITH THIS AGREEMENT.

1.3 Conflicts. In the event of any conflict between the content in this Agreement and the policies or agreements referenced above, this Agreement controls your use of the Developer Tools.

1.4 Entire Agreement. This Agreement and the Terms incorporated by reference herein comprise 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.

2. Updates to this Agreement and the Developer Tools

2.1 Right to Update this Agreement. We reserve the right to update this Agreement at any time, so check back often to make sure you are familiar with the most current version. We may update this Agreement as our business or Developer Tools evolve and change, or as new trends affect our Agreement with you.

2.2 Right to Update the Developer Tools. Coinbase may elect to provide you with support or modifications for the Developer Tools, in its sole discretion, and may terminate such support at any time without notice. Coinbase may change, suspend, or discontinue the Developer Tools, in whole or in part, at any time, including the availability of any Developer Tools. We cannot provide a guarantee that future versions of the Developer Tools will be backwards compatible. You acknowledge that an update, modification, or termination of the Developer Tools may adversely affect how your Application access or communicates with the Developer Tools. You are responsible for ensuring you are able to continue to use the Developer Tools, particularly any tools that are or have undocumented parts.

2.3 Notification. If we make a material change in this Agreement or to your access or use of the Developer Tools, we will provide you with notice on the Coinbase service, websites, software applications and clients provided by Coinbase (collectively, the “Coinbase Services”), or by sending you a notice via the email address we have on file for you. To find out when we last updated this Agreement, please refer to the date listed after “Last Modified” at the top of this Agreement. It is your responsibility to stay up to date with changes to the Developer Tools.

2.4 Acceptance. Your continued use of the Developer Tools following notification of changes to the Agreement constitutes your acceptance of the terms and conditions of this Agreement as modified for you and, if applicable, the entity you represent. Your continued use of the Developer Tools after we push any changes as described above to the Developer Tools will constitute your binding acceptance of such updates or modifications. If any changes are unacceptable to you, your only recourse is to cease all use of the Developer Tools.

3. Your Account

3.1 Registration. In order to use the Developer Tools, you are required to open a Coinbase Account and register as a developer by signing into your Coinbase Account, accessing your “Settings,” clicking on the “API Access” tab, and clicking on “+ New OAuth2 Application.” You will be required to complete a separate OAuth2 application for each Application you add. You will be issued a unique identification number, key, password or token (each a “Security Code”) for accessing the Developer Tools and managing your account. You must keep your registration information accurate, complete, and current while you use the Developer Tools.

3.2 Your Account, Your Responsibility. You are responsible for all use that occurs under your account and Security Code, including any activities by you or any third parties that have access to your account information whether authorized or not. If you believe an unauthorized person has gained access to your account or Security Code, you must notify us immediately at support+trust@coinbase.com.

3.3 Security Code Responsibilities. To use the Developer Tools, you must use the Security Code in a secure manner so that it is not accessible by unauthorized third parties. You may not sell, sublicense, transfer or otherwise disclose your account or Security Codes to any third party that does not agree with this Agreement. You should take steps to adequately secure your Security Code, such as your OAuth Tokens, including the measures specified at https://developers.coinbase.com/docs/wallet/api-key-authentication and https://developers.coinbase.com/docs/wallet/coinbase-connect/security-best-practices

4. Licenses

4.1 Developer Tools. “Developer Tools” refers to 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”), any data or content obtained from or through the Coinbase API (“Coinbase Data”), and any other resources or services available at https://developers.coinbase.com/ (the “Developer Services”) pursuant to this Agreement.

4.2 Coinbase’s Intellectual Property. As between Coinbase and you, the Developer Tools, Coinbase logo or name (the “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 may not remove or alter any copyright, copyright protection technology, trademark, or other intellectual property notice contained in or provided through Coinbase’s intellectual property. All rights not expressly granted herein are withheld.

4.3 Developer Tools License Grant. Subject to the terms and restrictions set forth in the Terms, Coinbase grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license solely to use and integrate the Developer Tools and underlying content into your website or application (your “Application”) so that your Application can interface directly with Coinbase devices, applications, or services. You agree that your violation of any of the terms in this Agreement will automatically terminate your license to the Developer Tools.

4.4 Open Source and Third Party Software. The Developer Tools may include open source or third party software, and such software is made available to you under the terms of the applicable licenses. Please review the terms of these licenses here.

4.5 License to Coinbase Marks. You have no rights with respect to Developer Tools or Coinbase Marks except as expressly set forth herein. If you obtain Coinbase’s prior written consent, Coinbase may provide you with a limited, revocable, non-exclusive, non-transferrable and non-sublicensable license to use and display Coinbase Marks solely to attribute the Developer Tools as the source of your Application in accordance with this Agreement and applicable law. If Coinbase updates the Coinbase Marks that you have the permission to use, you agree to update such Coinbase Marks to reflect the most current versions. You must not use any Coinbase Marks, or any confusingly similar mark, as the name or part of the name of your Application, or as part of any logo or branding of your Application.

4.6. Limitation. Except as expressly granted in this Agreement, neither party grants the other party any intellectual property rights or other proprietary rights, and that all goodwill generated through your use of such marks is to the sole benefit of Coinbase. As between you and Coinbase, Coinbase, its affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Developer Tools and any derivative works thereof. You may use the Coinbase Marks only as expressly authorized in this Agreement. If you use any Coinbase Marks, you will at no time contest or aid in contesting the validity or ownership of those Coinbase Marks or Coinbase’s rights in them, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to the Coinbase Marks.

4.7 Public Statements. You must 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, Developer Services, Coinbase Services, Developer Tools or this Agreement.

4.8. Your License Grant to Coinbase. During the duration of this Agreement, you grant Coinbase, its affiliates and any third parties working with Coinbase as development partners, hosting facilities, or in similar capacities, a fully-paid up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license under all of your intellectual property rights to:

  • 4.87.1. Use your name, likeness or brand (which includes all of your service marks, trademarks, logos, brand names or trade names (collectively, “Your Marks”)) to the extent it is incorporated into your Application and in connection with the provision, maintenance, development and promotion of the Developer Tools, Developer Services or Coinbase Services; and
  • 4.8.2. Use, perform, display to the public, reproduce, distribute, make available, and import your Application to provide, maintain, develop and market the Coinbase Services, Developer Services, and Developer Tools.

4.9 Your Intellectual Property Representations and Warranties. You 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. If you believe your Application or Application content infringes any intellectual property rights, please notify us immediately.

4.10 Your License Upon Termination of Agreement. Upon termination of this Agreement and written request from you, Coinbase will make commercially reasonable efforts, as determined in its sole discretion, to remove references and/or links to your Application and any of Your Marks from the Coinbase Services, Developer Services or Developer Tools. Coinbase will not have any other additional obligations to delete references, links or copies of your Application.

5. API Calls and Compliance

5.1 API Calls and Compliance. Coinbase may set limits on the number of API calls that you can make or anything else about the Developer Tools at its sole discretion without notice. For example, we may limit your API calls in the interest of service stability. If you exceed the 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 Tools without notice if Coinbase believes, in its sole discretion, that you are in violation of this Agreement.

6. Confidentiality

6.1 Confidentiality. You may be given access to certain non-public information, software, and specifications relating to the Developer Services, Coinbase Services, or Developer Tools (“Confidential Information”), which is confidential and proprietary to Coinbase. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without Coinbase’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.

7. Termination

7.1 Termination Procedure. Coinbase may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Developer Terms, at its sole discretion, at any time, for any reason by providing notice to you. You may terminate your use of the Developer Tools at any time by discontinuing your use of the Developer Tools. Without limiting the foregoing, we may limit your Application’s access to the Developer Tools in our sole discretion which may negatively affect your Application and/or your business, our Coinbase Services, or our ability to provide the Coinbase Services. We will not be liable to you or any third party for any costs or damages as a result of termination of this Agreement.

7.2 Obligations Upon Termination. Upon termination of this Agreement:

  • 7.2.1 Your licenses and rights to our Developer Tools are terminated immediately; and
  • 7.2.2 You shall permanently delete all Personal Information (to be defined hereafter) received as a result of the Developer Tools, and provide Coinbase with certification that you have deleted all such Personal Information and Confidential Information upon request. “Personal information” is any information that identifies or makes an individual identifiable, as defined by applicable law, including usage data or derived information about an individual.

8. Use Restrictions

8.1 A violation of the restrictions described below will result in suspension or termination of your access or use of the Developer Tools. You agree to follow the restrictions below and you will not encourage or facilitate others to violate these restrictions.

8.2 You shall not, and shall not encourage or authorize others to:

  • 8.2.1 Use the Developer Services or Developer Tools in any manner that is not expressly authorized by this Agreement.
  • 8.2.2 Copy, rent, lease, sell, sublicense, or otherwise transfer your rights in the Developer Tools to a third party.
  • 8.2.3 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 Tools.
  • 8.2.4 Use or access the Developer Tools for purposes of monitoring the availability, performance, or functionality of any of Coinbase’s products and service or for any other benchmarking or competitive purposes.
  • 8.2.5 Refuse to comply with additional verification procedures in the event that your Application seeks OAuth permissions to transfer Digital Currency in an amount greater than predefined limits. Additional verification may include evaluating the purpose of the requested permissions, data security controls, and other criteria at Coinbase’s discretion.
  • 8.2.6 Refuse or restrict access to any data you collect from visitors, customers, or other types of individuals who are on or may access your Application (“End Users”) upon the End User’s request for such data.
  • 8.2.7 Collect, cache, aggregate, or store data or content accessed via the Developer Tools other than for purposes allowed under this Agreement. You may not share such data or content with third parties in any manner without Coinbase’s prior written authorization.
  • 8.2.8 Use the Developer Tools for any Application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code.
  • 8.2.9 Use the Developer Tools to encourage, promote, or participate in illegal activity, violate third party rights, including intellectual property rights or privacy rights, or to violate the Terms or engage in any Prohibited Use or Prohibited Business as defined in the User Agreement.
  • 8.2.10 Use the Developer 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 Tools.
  • 8.2.11 Display Developer 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.
  • 8.2.12 Attempt to cloak or conceal your identity or your Application’s identity when requesting authorization to the Developer Tools.
  • 8.2.13 Use the Developer Tools to (i) access or use any information not permitted by this Agreement, to (ii) circumvent or break any of Coinbase’s administrative, technical or organizational security measures, (iii) disrupt, impair, overburden or degrade the Developer Tools or Coinbase Services, (iv) change the Developer Tools or Coinbase Services in any way, or (v) test the vulnerabilities of the Services or Developer Tools without Coinbase’s written authorization. Coinbase currently only allows testing via our Bug Bounty Program with HackerOne – additional details are available here.
  • 8.2.14 Duplicate or compete with Coinbase’s core products and/or Services including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Coinbase’s products and services, as determined in our sole discretion. You agree that Coinbase may offer products or services similar to your Application in the future, and you will not have any rights to such products or services.
  • 8.2.15 Use any data collected from your use of Developer Tools, including Coinbase Data, for advertising purposes.
  • 8.2.16 Use the Developer Tools to collect Personal Information from or provide services to End Users under the age of 18 years old or the age of majority in the jurisdiction where the End User resides.
  • 8.2.17 Transmit any data related to your integration of the Developer Tools on a channel that is not secure and encrypted (e.g., HTTPS).

9. Activities Subject to Additional Restrictions

9.1. Activities Subject to Additional Restrictions. Coinbase may require you to obtain written consent and complete enhanced on-boarding procedures, and/or may restrict your Application if you would like to create/offer an Application which is designed for or results in any of the following:

  • 9.1.1. 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 (both terms defined in the User Agreement), (ii) without an underlying sale or other bona fide commercial purpose for the transfer.
  • 9.1.2. 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, unless such Application falls within the definition of a Prohibited Business under the User Agreement.
  • 9.1.3. Provide Gaming Services. Any Application which involves the payment of funds by a customer in exchange for the chance to earn or win a prize, reward, or other payment.
  • 9.1.4. Provide Digital Currency Exchange Services. Any Application which involves a business engaged in the exchange of Digital Currency for Fiat Currency (both terms defined in the User Agreement), funds, or other Digital Currency and which accepts and transmits a convertible Digital Currency or buys or sells convertible Digital Currency for any reason.
  • 9.1.5 Provide Donation Acceptance Services. Any Application which involves a service which allows for the acceptance of donations on behalf of a charity or other religious or spiritual organization.

10. Compliance with Applicable Laws

10.1 Compliance is Your Responsibility. You may have additional obligations under local law other than those described in this Agreement, particularly if you are located outside the United States. Such obligations may be more restrictive than this Agreement. Use of Developer Tools does not ensure compliance with such laws, nor is Coinbase responsible for your compliance.

10.2 Surveillance. You will not knowingly allow or assist any government entities, public authorities, law enforcement, or other organizations to conduct surveillance or obtain data using your access to the Developer Tools in order to avoid serving legal process directly on Coinbase. Any such use by you or an associated legal entity results in a breach of this Agreement.

10.3 Unlawful or Discriminatory Purposes. You will not conduct, engage in or otherwise process End User Personal Information to analyze individuals or groups of natural persons for unlawful or discriminatory purposes. You may seek prior written approval and Coinbase may grant an exception to this restriction.

10.4 Export Laws. You will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, all applicable laws relating to bribery and/or corruption. The Developer Tools are subject to U.S. export laws and may be subject to import and use laws of the country where it is delivered or used. You agree to abide by these laws. Under these laws, the Developer Tools may not be sold, leased, downloaded, moved, exported, re-exported, or transferred across borders without a license, or approval from the relevant government authority, to any country or to any foreign national restricted by these laws, including countries embargoed by the U.S. Government (currently Cuba, Iran, North Korea, Northern Sudan and Syria); or to any restricted or denied end-user including, but not limited to, any person or entity prohibited by the U.S. Office of Foreign Assets Control; or for any restricted end-use.

11. Compliance Audit

11.1 Audit Procedures. Coinbase, or a third party agent subject to obligations of confidentiality, shall be entitled to inspect and audit any records or activity related to your access to or use of Developer Tools for the purpose of verifying compliance with this Agreement. Coinbase may exercise its audit right at any time upon notice. You will provide your full cooperation and assistance with such audit and provide access to all Developer Tools in your possession or control, applicable agreements and records. Without limiting the generality of the foregoing, as part of the audit, Coinbase may request, and you agree to provide, a written report, signed by an authorized representative, listing your then-current deployment of the Developer Tools. The rights and requirements of this section will survive for one (1) year following the termination of this Agreement.

11.2 Non-Compliant Applications. If you believe that someone is violating this Agreement or misusing the Developer Tools, please notify Coinbase Support at https://support.coinbase.com.

12. Security and Privacy

12.1 General. We respect the privacy of individuals and End Users accessing or using the Developer Tools and expect you do the same as a condition of using the Developer Tools.

12.2 Representations and Warranties. By accessing or using our Developer Tools, you represent and warrant you will:

  • 12.2.1 Provide End User Support. Your Application or service must provide easily accessible and free-of-charge support contact information so that End Users may contact you regarding any questions, particularly privacy or security concerns.
  • 12.2.2 Provide Reasonable Security. Use all reasonable efforts to protect End User Personal Information collected by your Application, including any Personal Information obtained from unauthorized access or use.
  • 12.2.3 Provide Security Incident Notification. In the event your systems or infrastructure used for storage, processing or hosting End User Personal Information are breached or compromised, or if End User Personal Information is inadvertently exposed to non-authorized third parties, you shall notify Coinbase promptly of such incident or exposure including the root cause, remediation steps, and compensating controls to ensure such an incident does not occur in the future, except as prohibited from doing so by legal process or governmental authority. You are responsible for providing customer notification under the applicable breach notification statutes and any other applicable privacy laws and you will bear all costs incurred by Coinbase arising out of or in connection to your incident or exposure.
  • 12.2.4 Provide Privacy Notice and Obtain Consent. You acknowledge and agree that you are solely responsible for providing any required notices from End Users in connection with any use of your Application and the Developer Tools. Without limiting the foregoing, before collecting any End Users Personal Information or other information from End Users of your Application, you will provide and adhere to a privacy policy for your Application that:
    • (i) complies with all applicable laws, rules, and regulations;
    • (ii) is conspicuously displayed to all End Users of your Application;
    • (iii) clearly and accurately describes to End Users of your Application what data and Personal Information you collect (such as login information, etc.), how you use and share such information (including for advertising) with Coinbase and third parties, how you protect such data and Personal Information, and explains to End Users their privacy rights to such data and Personal Information;
    • (iv) informs End Users of your use of cookies and similar tracking technologies, and whether you allow third parties to place cookies and similar tracking technologies on the End User’s browser(s) or device to collect information about their behaviors;
    • (v) states options to End Users for cookie and tracking technology management;
    • (vi) discloses to End Users whether their Personal Information is transferred to a country that may offer less protection with respect to their Personal Information; and
    • (vii) is at least as stringent as Coinbase’s Privacy Policy.
  • 12.2.5 Comply with Applicable Privacy and Security Law. You and your Application will comply with all privacy and security laws and regulations (including those applying to Personal Information) in connection with your access and use of the Developer Tools. If we inform you of an End User having requested to enforce their privacy rights against your processing of their data, you must comply with such requests promptly.

12.3 Data Controller. You are solely responsible for your access, use, processing, disclosure and protection of Coinbase End User data or Personal Information. To the extent your processing of Coinbase End User data or Personal Information is subject to data protection laws in the European Economic Area, the United Kingdom, Switzerland or similar data protection regimes, you agree and acknowledge you are a data controller with regard to your processing of End User data or Personal Information via the Developer Tools.

12.4 Provision of Personal Information to Coinbase. Except as expressly requested by Coinbase in writing, you will not, and will not assist or permit any third party to, pass information to Coinbase that Coinbase could use or recognize as Personal Information.

12.5 Privacy and Security Features. You must not circumvent any privacy or security features that are part of the Developer Tools.

12.6 Requirements for Protection of Personal Information. Any Personal Information, as defined by applicable law, collected or obtained via the Developer Tools shall:

  • 12.6.1 Not be sold or disclosed to any third party.
  • 12.6.2 Not be sublicensed to any third party, and you shall not use or disclose any Personal Information derived directly or indirectly from the End Users Personal Information for any purpose other than as set forth above.
  • 12.6.3 Not be used to create a database separate from your Application or transmit all or part of the End Users Personal Information to any third party for any use separate from your Application. Any use of End User’s Personal Information other than as expressly permitted by this Agreement is strictly prohibited.
  • 12.6.4 Be encrypted or otherwise stored in accordance with industry standards.
  • 12.6.5 Be deleted upon request by an End User, including when an End User terminates their account with you, or anonymized all so it cannot be tied back to an End User’s identity. This restriction does not apply to any Personal Information provided directly to you via parts of the Application that do not use the Developer Tools.
  • 12.6.6 Be deleted upon termination of your Coinbase Account or API privileges, except when doing so results in a violation of any law or obligation imposed by a public authority.

13. Complaints and Dispute Resolution

13.1 Complaints. In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. We will acknowledge receipt of your complaint if you contact us via our Customer Support webpage at https://support.coinbase.com.

13.2 Governing Law and Venue. Depending on where you are located, the following governing law provisions apply to you:

  • 13.2.1 Located in the United States. If you are located in the United States, 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. Any claim under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts in San Francisco County, California. You and Coinbase each agree that the state and federal courts in San Francisco County, California, shall have personal jurisdiction over the parties for resolution of any claim pursuant to this paragraph.
  • 13.2.2 Located in Any Other Region. If you are located in any other region besides the United States, you agree that this Agreement will be governed by the laws of England and Wales and the non-exclusive jurisdiction of the courts of England and Wales.

14. General Provisions

14.1 Indemnification. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Coinbase, its affiliates and their respective directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from (a) your access or use of the Coinbase API, Coinbase Data, Coinbase Marks, Coinbase Services, Developer Services, Developer Tools or your Coinbase Account in violation of this Agreement, (b) your infringement of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defamation of any person or violation of a person’s rights of publicity or privacy, © your breach or alleged breach of any provisions, conditions and representations in the Terms, (d) your Application or business; (e) your gross negligence or willful misconduct; or (f) your failure to secure and keep secret your Security Code, such as your OAuth Token(s) or API key(s).

14.2 Limitation of Liability. IN NO EVENT SHALL COINBASE OR ITS EMPLOYEES, AGENTS, USERS OR PARTNERS BE LIABLE TO YOU OR ANY END USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY AUTHORIZED OR UNAUTHORIZED USE OF YOUR APPLICATION, OR YOUR USE OF THE COINBASE API, COINBASE DATA, DEVELOPER SERVICES, COINBASE SERVICES OR DEVELOPER TOOLS. IN ANY CASE, COINBASE’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED $50.00 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT COINBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14.3 Warranty Disclaimer. THE COINBASE API, COINBASE DATA, DEVELOPER SERVICES, COINBASE SERVICES, AND DEVELOPER TOOLS ARE PROVIDED TO YOU “AS IS”, “WHERE IS”, WITH ALL FAULTS, ON AN “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, AND COINBASE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. COINBASE DOES NOT WARRANT THAT THE DEVELOPER TOOLS, COINBASE DATA, COINBASE API, DEVELOPER SERVICES, COINBASE SERVICES OR ANY OTHER COINBASE PRODUCT OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF SUCH DEVELOPER TOOLS OR OTHER PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

14.4 Feedback. In the event you choose to provide Coinbase with feedback, suggestions or comments regarding the Developer Tools or your use thereof, you agree to provide a fully-paid up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license under all of your intellectual property rights to Coinbase to use, copy, modify, create derivative works, distribute, publicly perform, grant sublicenses to, and otherwise exploit in any manner such feedback, suggestions or comments, for any and all purposes, with no obligation of any kind to you.

14.5 Independent Contractors. This Agreement does not result in a joint venture, partnership, agency, or fiduciary relationship between you and Coinbase. The parties do not intend to create such a relationship under this Agreement. Nothing in this Agreement shall in any way restrict Coinbase from pursuing any business activities or from entering into any agreement with any other person or company.

14.6 Miscellaneous. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement. 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. Each corporate affiliate of Coinbase shall be a third party beneficiary to this Agreement, and such corporate affiliate shall be entitled to directly enforce, and rely upon, any provision of this Agreement which confers a benefit on them (including the right to enforce your end user license agreement). Other than the preceding sentence, nothing in this Agreement shall create any third party beneficiaries, or confer any rights in any third parties. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Coinbase affiliates or subsidiaries, or to any successor in interest of any business associated with the Coinbase Services or Developer 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. 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. The failure or delay by Coinbase to exercise or enforce any right or provision of this Agreement or rights under applicable law shall not constitute a waiver of any such provisions or rights. In the event this Agreement, or any part thereof, is translated into other languages, the English language version of this Agreement shall prevail to the extent there is a discrepancy between versions of the Agreement that is the result of an error in translation. For questions about this Agreement, please contact us via our Customer Support webpage at https://support.coinbase.com or 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, developer account email address, and any other information we may need to identify you. If you believe you have experienced unauthorized access to your Account, please contact us immediately at support+trust@coinbase.com, or report your claim by phone at (888) 908-7930.