Sequencer, Testnet, Basenames Interface, Base.dev Terms
Last Updated: August 19, 2025 We’re excited you’re interested in Base, a layer-two optimistic rollup on the Ethereum public blockchain. While we do not control Base, these Terms of Service (“Terms”) constitute a legally binding contract made between you and Coinbase Technologies, Inc. (“Coinbase,” “we,” or “us”) that governs your access to and use of the Coinbase Sequencer, Base Testnet, Basenames Interface, Basenames Profile Pages, and Base.dev, each of which is defined below (collectively, the “Services”). By using the Services in any way, you agree to be bound by these Terms. If you do not accept the terms and conditions of these Terms, you are not permitted to access or otherwise use the Services. BEFORE WE INCLUDE ANY OTHER DETAILS, WE WANT TO GIVE YOU NOTICE OF SOMETHING UP FRONT: BY AGREEING TO THESE TERMS, YOU AND WE AGREE TO RESOLVE ANY DISPUTES WE MAY HAVE WITH EACH OTHER VIA BINDING ARBITRATION OR IN SMALL CLAIMS COURT (INSTEAD OF A COURT OF GENERAL JURISDICTION), AND YOU AGREE TO DO SO AS AN INDIVIDUAL (INSTEAD OF, FOR EXAMPLE, AS A REPRESENTATIVE OR MEMBER OF A CLASS IN A CLASS ACTION). TO THE EXTENT THAT THE LAW ALLOWS, YOU ALSO WAIVE YOUR RIGHT TO A TRIAL BY JURY. FOR MORE INFORMATION, SEE OUR ARBITRATION AGREEMENT IN APPENDIX 1 BELOW “SEQUENCER, TESTNET, BASENAMES INTERFACE, AND BASE.DEV TERMS ARBITRATION AGREEMENT.”

1. ​

   Base and Bridging Smart Contracts

The Base protocol (“Base”) is an open source, optimistic rollup protocol that operates with the Ethereum blockchain. The Base protocol includes protocol smart contracts that allow you to “bridge” (i.e., lock assets on one blockchain protocol and replicate them on another protocol) digital assets between Ethereum and/or Base (“Bridging Smart Contracts”). Neither Base nor the Bridging Smart Contracts are part of the Services. They are both operated through the use of certain open source software such as the OP Stack, an open sourced codebase approved by a decentralized, representative body of Optimism governance (the “Optimism Collective”), and a set of smart contracts that once deployed to the Base protocol are not controlled by Coinbase (even if Coinbase contributed to their initial development). Coinbase does not control what third parties may build on Base, the activity of such parties, any user transacting on Base, or any data stored on Base itself, and Coinbase does not take possession, custody, or control over any virtual currency or other digital asset on Base or the Bridging Smart Contracts, unless expressly stated in a written contract signed by Coinbase. You acknowledge and agree that Coinbase makes no representations or warranties with respect to Base or the Bridging Smart Contracts, and that, if you use Base or the Bridging Smart Contracts, you do so at your own risk.

2. ​

   Basenames

Basenames is an open source blockchain-based naming protocol that maintains a registry of all domains and subdomains on Base through a series of smart contracts deployed on Base. Basenames is not part of the Services. Users may, through interacting with the Basenames, search such registry, register domains and subdomains and manage their registered names, including by adding metadata and other information (e.g., URLs) to the corresponding text records on the Basenames smart contract (such metadata and other information, the “Basename Profile Information”). The Basenames interface located at https://base.org/names (the “Basenames Interface”) is one, but not the exclusive, means of accessing Basenames. You are responsible for conducting your own diligence on other interfaces enabling you to access Basenames to understand the fees and risks that they present. You understand that anyone can register and own a domain name (and its subdomains) that is not already registered on the registry maintained by Basenames. You further understand that names registered on the registry maintained by Basenames may expire and you are responsible for monitoring and renewing the registration of such names. You acknowledge that Coinbase is not able to forcibly remove, prevent or otherwise interfere with the ability of any person to register a domain name on the registry operated by Basenames and you hereby acknowledge that Coinbase will not be liable for any claims or damages whatsoever associated with your use, inability to use any domain names subject of registration, or to be registered, on the registry maintained by Basenames. You agree that Basenames is purely non-custodial, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and use to access Basenames.

3. ​

   Base.dev

Base.dev is a developer interface available to developers and builders of certain applications deployed on Base. Base.dev allows developers to verify ownership of their application on Base, and, upon verification, receive access to data specific to such application. Verification may require specific actions on Farcaster, Github, or other third-party platforms and is determined in Coinbase’s sole discretion. You may be required to create an account and satisfy other registration requirements to use Base.dev, and you agree to comply with all applicable terms of use. We reserve the right to suspend or terminate your access to Base.dev if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with these terms or any other applicable terms of use. All analytics, rankings, or other information surfaced via Base.dev are furnished for informational purposes only and must not be relied upon to make investment, legal, or other decisions. By using Base.dev, you agree to provide accurate and complete information during the registration and verification process. When you verify a smart contract or application, you represent and warrant that you possess full ownership, authority, and control of such smart contract or application. You acknowledge that providing false or misleading information may result in the termination of your access to Base.dev. You are responsible for all use that occurs under your Base.dev account, including any activities by you or any third parties that have access to your account information whether authorized or not. You will not make any statement regarding (i) your use of the Base.dev which suggests partnership with, sponsorship by, or endorsement by Coinbase or Base or (ii) the content, data, or materials provided by Base.dev to you. You grant Coinbase, its affiliates, and any third parties working with Coinbase as development partners, hosting facilities, or in similar capacities, a royalty-free, non-exclusive, worldwide, perpetual, transferable, sublicensable, irrevocable right and license to:

• Use your brand (which includes all of your service marks, trademarks, logos, brand names or trade names), and copyrighted material to the extent it is incorporated into your application and in connection with the provision, maintenance, development, and promotion of Base.dev and other Services; and
• Use, reproduce, modify, aggregate, publish, and create derivative works from metadata you submit through the Base.dev Interface (as defined below).

4. ​

   Who May Use the Services

You may only use the Services if you are legally capable of forming a binding contract with Coinbase in your respective jurisdiction which may require your parents consent if you’re not the legal age of majority (which in many jurisdictions is 18), and not barred from using the Services under the laws of any applicable jurisdiction, for example, that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals and are not located or organized in a U.S. sanctioned jurisdiction. If you are using the Services on behalf of an entity or other organization, you agree to these Terms for that entity or organization and represent to Coinbase that you have the authority to bind that entity or organization to these Terms.

5. ​

   Rights We Grant You

As between you and us, Coinbase is the owner of the Services, including all related intellectual property rights and proprietary content, information, material, software, images, text, graphics, illustrations, logos, trademarks (including the Base logo, the Base name, the Coinbase logo, the Coinbase name, and any other Coinbase or Base marks), service marks, copyrights, photographs, audio, video, music, and the “look and feel” of the Services. We hereby permit you to use and access the Services, provided that you comply with these Terms. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. To use any parts of the contents of the Services other than for personal and non-commercial use, you must seek permission from Coinbase in writing. Coinbase reserves the right to refuse permission without providing any reasons.

6. ​

   Accessing the Services

To access the Services, Base, or the Bridging Smart Contracts you must connect a compatible cryptocurrency wallet software (“Wallet”). Your relationship with any given Wallet provider is governed by the applicable terms of that Wallet provider, not these Terms. You are responsible for maintaining the confidentiality of any private key controlled by your Wallet and are fully responsible for any and all messages or conduct signed with your private key. We accept no responsibility or liability to you in connection with your use of a Wallet, and make no representations and warranties regarding how the Services, Base, or the Bridging Smart Contracts will operate or be compatible with any specific Wallet. We reserve the right, in our sole discretion, to prohibit certain Wallet addresses from being able to use or engage in transactions via the Coinbase Sequencer or from using other aspects of the Services. As between you and Coinbase, you retain ownership and all intellectual property rights to the content and materials you submit to the Services. But, you grant us a limited, non-exclusive, worldwide, royalty free license to use your content solely for the purpose of operating the Services (i.e., the Sequencer, and Base Testnet) for so long as we operate the Services. To avoid any doubt, this license does not allow us to use your intellectual property beyond operating the Services (e.g., in advertisements).

7. ​

   The Services

Coinbase offers the following Services that enable you to access and interact with Base and/or the Bridging Smart Contracts:

• The Sequencer: The Coinbase Sequencer is a node operated by Coinbase that receives, records, and reports transactions on Base. While The Coinbase Sequencer is, initially, the only sequencer node supporting transactions on Base, additional nodes may be provided by third parties in the future and there are other mechanisms for submitting transactions through Ethereum. The Coinbase Sequencer does not store, take custody of, control, send, or receive your virtual currency, except for receiving applicable gas fees. It also does not have the ability to modify, reverse, or otherwise alter any submitted transactions, and will not have access to your private key or the ability to control value on your behalf. We reserve the right to charge and modify the fees in connection with your use of the Coinbase Sequencer. These fees may also be subject to taxes under applicable law.
• Base Testnet: The Base Testnet is a test environment that allows you to build applications integrated with Base. You are permitted to access and use the Base Testnet only to test and improve the experience, security, and design of Base or applications built on Base, subject to these Terms. Base Testnet Tokens will not be converted into any future rewards offered by Coinbase. Coinbase may change, discontinue, or terminate, temporarily or permanently, all or any part of the Base Testnet, at any time and without notice.
• Basenames Interface: The Basenames Interface is a web application and graphical user display operated by Coinbase and located at base.org/names. It enables you to interact with Basenames by creating blockchain messages that you can sign and broadcast to Base using your Wallet. The Basenames Interface will not have access to your private key at any point.
• Basenames Profile Pages: Coinbase operates a web application and graphical user display (the “Basenames Profile Pages”) that renders information about all registered Basenames domains and subdomains on Base, including any Basename Profile Information associated therewith. You understand that the information displayed on the Basenames Profile Pages, including all Basename Profile Information, is stored and publicly available on the Basenames decentralized protocol. Coinbase provides the Basenames Profile Pages only as a convenience, does not have control over any of third party content appearing therein, and does not warrant or endorse, nor bear responsibility for the availability or legitimacy of, the content on or accessible from any Basenames Profile Page (including any resources, interactive features, or links to Third-Party Services (as defined below) displayed therein). When viewing any Basenames Profile Page, you should assume that Coinbase has not verified the safety or legitimacy of, any content, resources, interactive features, or links appearing on such Basenames Profile Page (including any Farcaster Frames (or other open source products that provide substantially similar functionality) rendered thereon). It is your responsibility to ensure that you fully understand the nature of any links or other interactive features that you may be able to access on a Basenames Profile Page, including any financial risks that you may be exposed to when interacting with a Third-Party Service.
• Base.dev: Coinbase also operates a web application and graphical user display located at Base.dev (the “Base.dev Interface”). Upon ownership verification, the Base.dev Interface shares certain data specific to such verified applications on Base. All data stored, shared, and collected is subject to Section 12 of these Terms. The verification of a smart contract or application to use Base.dev and the Base.dev Interface is a limited, technical process based on your actions and information you provide. You acknowledge and agree that such verification does not constitute an endorsement, audit, security guarantee, recommendation, or any form of approval by Coinbase. Coinbase makes no representations or warranties regarding the safety, quality, or legitimacy of any verified smart contract or application. Any and all analytics, data, or other information provided through the Base.dev Interface is provided on an “AS IS” and “AS AVAILABLE” basis. Coinbase does not make any representations or warranties as to the accuracy, completeness, or reliability of such data and disclaims all implied warranties with respect thereto. We may change, suspend, or discontinue Base.dev, in whole or in part, at any time without notice to you. We cannot provide a guarantee that future versions of the Base.dev Interface will be backwards compatible, and it is your responsibility to check the documentation regularly to ensure proper configuration and usage. You acknowledge that an update, modification, or termination of Base.dev may adversely affect how your application accesses or communicates with the Base.dev Interface. You are responsible for ensuring you are able to continue using Base.dev, particularly any features that are or have undocumented parts. You acknowledge that it is your responsibility to ensure that your integration and use of any Base.dev features are in conformance at all times with any instructions set forth in the then-current version of the documentation. Your continued use of the updated Base.dev will constitute your binding acceptance of such modifications.

8. ​

   Acceptable Use

You agree that you will not use the Services in any manner or for any purpose other than as expressly permitted by these Terms. That means, among other things, you will not use the Services to do or encourage any of the following:

• Infringe or violate the intellectual property rights or any other rights of anyone else (including Coinbase) or attempt to decompile, disassemble, or reverse engineer the Services;
• Violate any applicable law or regulation, including without limitation, any applicable anti-money laundering laws, anti-terrorism laws, export control laws, end user restrictions, privacy laws or economic sanctions laws/regulations, including those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control;
• Use the Services in a way that is illegal, dangerous, harmful, fraudulent, misleading, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
• Violate, compromise, or interfere with the security, integrity, or availability of any computer, network, or technology associated with the Services, including using the Services in a manner that constitutes excessive or abusive usage, attempts to disrupt, attack, or interfere with other users, or otherwise impacts the stability of the Services.
• Use any Coinbase brands, logos, or trademarks (or any brands, logos, or trademarks that are confusingly similar) without our express prior written approval, which we may withhold at our discretion for any reason.Use any data collected from your use of Base.dev, including Coinbase data, for advertising or marketing purposes without Coinbase’s prior written approval.

9. ​

   Release and Assumption of Risk

‍By using the Services, Base, or the Bridging Smart Contracts, you represent that you understand there are risks inherent in using cryptographic and public blockchain-based systems, including, but not limited, to the Services and digital assets such as bitcoin (BTC) and ether (ETH). You expressly agree that you assume all risks in connection with your access and use of Base, the Bridging Smart Contracts, Basenames, Base.dev, and the separate Services offered by Coinbase. That means, among other things, you understand and acknowledge that:

• The Base, the Bridging Smart Contracts, Basenames, Base.dev, and the separate Services may be subject to cyberattacks and exploits, which could result in the irrevocable loss or reduction in value of your digital assets or in additional copies of your digital assets being created or bridged without your consent.
• Base is subject to periodic upgrades by the Optimism Collective. The Optimism Collective may approve a protocol upgrade that, if implemented, may significantly impacts Base, and may introduce other risks, bugs, malfunctions, cyberattack vectors, or other changes to Base that could disrupt the operation of Base, the Bridging Smart Contracts, Basenames, Base.dev, or the Services or otherwise cause you damage or loss.
• If you lose your Wallet seed phrase, private keys, or password, you might permanently be unable to access your digital assets. You bear sole responsibility for safeguarding and ensuring the security of your Wallet.

You further expressly waive and release Coinbase, its parents, affiliates, related companies, their officers, directors, members, employees, consultants, representatives. agents, partners, licensors, and each of their respective successors and assigns (collectively, the “Coinbase Entities”) from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of the Services, and your interaction with Base, the Bridging Smart Contracts, Basenames, or Base.dev. Also, to the extent applicable, you shall and hereby do waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

10. Interactions with Other Users

You are responsible for your interactions with other users on or through the Services. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user’s actions or inactions. If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) 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.

11. ​

    Feedback

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Services, provided by you to Coinbase, are non-confidential and Coinbase will be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

12. ​

    Privacy

For more information regarding our collection, use, and disclosure of personal data and certain other data, please see our Privacy Policy. The processing of personal data by Coinbase as a processor will be subject to any data processing agreement that you enter into with Coinbase.

13. ​

    Third-Party Services

The Services may provide access to services, sites, technology, applications and resources that are provided or otherwise made available by third parties (“Third-Party Services”). Your access and use of Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third parties. Coinbase has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information or content shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of Third-Party Services prior to using such services. You, and not Coinbase, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. The integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Services — including if a Third-Party Service may have infringed your intellectual property rights — are between you and the third party. Coinbase will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

14. ​

    Additional Services

We or our affiliates may offer additional services that interact with Base, which may require you to agree to additional terms. If, while using an additional service, there is a conflict between these Terms and the additional terms covering that service, the additional terms will prevail.

15. ​

    Indemnification

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To the fullest extent permitted by applicable laws, you will indemnify and hold the Coinbase Entities harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your violation of these Terms, or (c) your negligence or willful misconduct. If you are obligated to indemnify any Coinbase Entity hereunder, then you agree that Coinbase (or, at its discretion, the applicable Coinbase Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Coinbase wishes to settle, and if so, on what terms, and you agree to fully cooperate with Coinbase in the defense or settlement of such claim.

16. ​

    Warranty Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASE, THE BRIDGING SMART CONTRACTS, BASENAMES, BASE.DEV, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COINBASE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. THE COINBASE ENTITIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT (I) ACCESS TO THE SERVICES, BASE, THE BRIDGING SMART CONTRACTS, BASENAMES, OR BASE.DEV WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; (II) THE SERVICES, BASE, THE BRIDGING SMART CONTRACTS, BASENAMES, OR BASE.DEV WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, INCLUDING ANY WALLETS; (III) THE SERVICES, BASE, THE BRIDGING SMART CONTRACTS, BASENAMES, OR BASE.DEV WILL BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE; (IV) THE SERVICES, BASE, THE BRIDGING SMART CONTRACTS, BASENAMES, OR BASE.DEV WILL PREVENT ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA; OR (V) THAT THE SERVICES, BASE, THE BRIDGING SMART CONTRACTS, BASENAMES, OR BASE.DEV WILL PROTECT YOUR ASSETS FROM THEFT, HACKING, CYBER ATTACK, OR OTHER FORM OF LOSS OR DEVALUATION CAUSED BY THIRD-PARTY CONDUCT.

17. ​

    Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE COINBASE ENTITIES NOR THEIR RESPECTIVE SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, INTELLECTUAL PROPERTY INFRINGEMENT, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, BASE, THE BRIDGING SMART CONTRACTS, BASENAMES, OR BASE.DEV, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COINBASE ENTITIES OR THEIR RESPECTIVE SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COINBASE ENTITIES’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, BASE, THE BRIDGING SMART CONTRACTS, BASENAMES, OR BASE.DEV EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE COINBASE ENTITIES FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS HIGHER. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COINBASE AND YOU. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF YOUR STATE OF RESIDENCE, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

18. ​

    Changes to Terms

We reserve the right, in our sole discretion, to change these Terms at any time and your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms so you are aware of any revisions. If you do not agree to abide by these or any future Terms, you are not permitted to access, browse, or use (or continue to access, browse, or use) the Services.

19. ​

    Notice

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be posted online, in the Services, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your use of the Services (collectively, the “Communications”).

20. ​

    Entire Agreement.

​

These Terms and any other documents incorporated by reference 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 these Terms), between you and Coinbase. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.

21. Assignment

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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 Services. In the event that Coinbase is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under these Terms. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

22. Severability

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If any provision of these Terms is determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected.

23. Termination; Survival

We may suspend or terminate your access to and use of the Services at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Services, Sections 8 through 28 of the Terms will survive.

24. Governing Law

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You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms and any Dispute, except to the extent governed by the Federal Arbitration Act or other applicable federal law.

25. Force Majeure

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We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

26. Non-Waiver of Rights

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These Terms shall not be construed to waive rights that cannot be waived under applicable laws, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon or enforce strict performance by you of any provision of these Terms or to exercise any right under these Terms will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.

27. Relationship of the Parties

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Coinbase is an independent contractor for all purposes. Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between you and Coinbase, or authorize you to act as agent of Coinbase. These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and foregone. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

28. Dispute Resolution, Arbitration Agreement, Class Action Waiver, And Jury Trial Waiver

If you have a dispute with us, you agree to first contact Coinbase Support via our Customer Support page (https://help.coinbase.com). If Coinbase Support is unable to resolve your dispute, you agree to follow our Formal Complaint Process. You begin this process by submitting our complaint form. If you would prefer to send a written complaint via mail, please include as much information as possible in describing your complaint, including your support ticket number, how you would like us to resolve the complaint, and any other relevant information to us at 82 Nassau St #61234, New York, NY 10038. The Formal Complaint Process is completed when Coinbase responds to your complaint or 45 business days after the date we receive your complaint, whichever occurs first. You agree to complete the Formal Complaint Process before filing an arbitration demand or action in small claims court. Disputes with Users Who Reside in the United States or Canada If you reside in the United States or Canada, and if you have a dispute with us or if we have a dispute with you, the dispute shall be resolved through binding arbitration or in small claims court pursuant to the Arbitration Agreement in Appendix 1 below.

• You and Coinbase agree that, except as specified in the Batch Arbitration Provision set forth above, each of us may bring claims against the other only on an individual basis and not on a class, representative, or collective basis or as part of a mass action (such as a mass arbitration), and the parties hereby waive all rights to bring or to participate in such actions in arbitration or in court to the maximum extent permitted by applicable law. This provision does not prevent you or Coinbase from participating in a class-wide settlement of claims. YOU AND WE AGREE TO WAIVE OUR RIGHTS TO A JURY TRIAL. To the extent that any Dispute proceeds in court, and to the maximum extent permitted by applicable law, you and we agree to waive any right to a jury trial and have such matter resolved by a judge (also known as a bench trial).

Disputes with Users Who Reside Outside the United States and Canada If you do not reside in the United States or Canada, the Arbitration Agreement in Appendix 1 does not apply to you and you may resolve any claim you have with us relating to, arising out of, or in any way in connection with our Terms, us, or our Services in a court of competent jurisdiction. APPENDIX 1: ARBITRATION AGREEMENT Disputes Defined. “Disputes” are defined as any dispute, claim, or disagreement arising out of relating in any way to our relationship with you, the Services, https://www.base.org (the “Site”), any Communications you receive, any products or services sold or distributed through the Site, or these Terms. The term “Disputes” is intended to be interpreted broadly. The provisions below describe which Disputes belong in arbitration, small claims court, or a court of general jurisdiction. Pre-Filing Formal Complaint Requirement. Before an arbitration demand or small claims action is filed, you and we agree to exhaust the Formal Complaint Process. See Section 28 above. Arbitration Agreement. Except where prohibited by law, you and we agree to arbitrate all Disputes in binding arbitration except for the following types of Disputes:

1. Disputes about whether the Dispute is arbitrable. You and we agree that any Disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including Disputes about the enforceability, revocability, scope, or validity of the Dispute Resolution section or any portion of the Dispute Resolution section (including the Arbitration Agreement) shall be resolved in a court of competent jurisdiction, not arbitration. This includes, but is not limited to, any dispute about whether the Batch Arbitration provision applies to the Dispute.
2. Disputes that are within the jurisdiction of a small claims court. You and we agree that if a Dispute could be brought in a small claims court in the county or parish in which you reside, then it must be brought in that small claims court, not arbitration, provided that it remains in that court and is not removed or appealed to a court of general jurisdiction.
3. Disagreements about whether a Dispute is within the jurisdiction of a small claims court. You and we agree that any disagreement about whether a Dispute is within the jurisdiction of a small claims court will be resolved by the small claims court in the first instance. Disagreements about whether a Dispute is within the jurisdiction of a small claims court may otherwise be resolved in a court of competent jurisdiction, but only after you or we have exhausted resolution from the small claims court.
4. Disputes about or related to infringement or misuse of intellectual property (“IP”) rights (e.g., trademarks, trade dress, domain names, trade secrets, copyrights, and patents). You and we agree that you or Coinbase must resolve IP Disputes outside of arbitration (e.g., in a court of competent jurisdiction). This means, for example, if you have a Dispute that contains an IP cause of action, which is not arbitrable under this agreement, and other causes of action that are arbitrable, then the arbitrable causes of action must proceed in arbitration and the IP cause of action must proceed outside of arbitration consistent with these Terms. You and we agree that all IP Disputes shall not be stayed solely on the grounds that there exists a pending arbitration of arbitrable causes of action.
5. Disputes about whether you or we have violated state or federal securities laws. In the event that there is a Dispute about whether you or we have violated state or federal securities laws, you and we agree that such Disputes shall be resolved by a court of competent jurisdiction. This means, for example, if you have a Dispute that contains causes of action under the state or federal securities laws and other causes of action that are arbitrable, then the arbitrable causes of action must proceed in arbitration and the state or federal securities laws causes of action must proceed in a court of competent jurisdiction.

Arbitration Procedure. You and we agree that arbitration under this Arbitration Agreement will, depending on the circumstance, be administered by the American Arbitration Association (“AAA”) subject to the AAA’s Consumer Arbitration Rules then in effect, except as modified by this Arbitration Agreement. If the AAA is unable or unwilling to administer the arbitration consistent with the Arbitration Agreement, or if the Dispute is part of a Batch Arbitration, you and we agree that JAMS will administer the arbitration subject to the JAMS Rules and Procedures then in effect, including any Mass Arbitration Procedures and Guidelines applicable to the Dispute, except as modified by this Arbitration Agreement. You and we agree that if JAMS is unable or unwilling to administer the arbitration consistent with the Arbitration Agreement, and the parties cannot agree on an alternative provider that will do so, then you or we may petition a court of competent jurisdiction to appoint an administrator that will do so. The AAA and JAMS rules are available at https://adr.org/Rules and https://www.jamsadr.com/adr-rules-procedures/. You and we agree that these Terms evidence a transaction involving interstate commerce and notwithstanding any other provision with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and federal arbitration law (not state arbitration law) will govern any proceedings regarding enforcement of this Arbitration Agreement. Any applicable limitations periods (including statutes of limitations) shall apply in arbitration like in court. You and we agree that an arbitral award shall have no preclusive effect in any other proceeding involving other Users. You and we (and your and our counsel, if represented) agree to work together in good faith to ensure that arbitration remains efficient and cost-effective for all parties. The arbitrator shall have the authority to award sanctions against parties and their counsel consistent with the standard set forth in Federal Rule of Civil Procedure 11. Severability. You and we agree to sever arbitrable Disputes (which shall be resolved in arbitration) from Disputes that are not arbitrable (which shall be resolved in court); you and we also agree that if any provision of this Arbitration Agreement is found unenforceable, then that portion of the Arbitration Agreement shall be severed and the remainder of the Arbitration Agreement shall continue to control. Notwithstanding the foregoing, if the “Batch Arbitration” provision would otherwise apply to the Dispute, but a court of competent jurisdiction determines that the “Batch Arbitration” provision is unenforceable as to the Dispute or a portion of the Dispute (and all appeals have been exhausted or the ruling is otherwise final) or JAMS or a JAMS arbitrator refuses to apply all of the provisions of the Batch Arbitration provision as written, then the affected Dispute or portion of the Dispute cannot proceed in arbitration and may proceed in a court of competent jurisdiction consistent with the other provisions of these Terms unless the parties agree otherwise in writing. Confidentiality. You and we agree that any information exchanged between us in an arbitration may be used solely for that arbitration. You and we agree that we may not, for example, use information you or we obtained from the other party in one arbitration proceeding in another arbitration proceeding. You and we also agree to keep any information exchanged between us in any arbitration proceeding confidential between us, you, your and our attorneys, and the arbitrator. To the extent additional persons require access to information exchanged for purposes of the arbitration, you and we agree to negotiate in good faith for the entry of a protective order that will impose similar confidentiality obligations. Arbitrator Appointment. Any arbitrator appointed under the Arbitration Agreement will be selected by the parties from the AAA or JAMS’s roster of arbitrators. If the matter is proceeding before JAMS, then you and we agree that the arbitrator shall be appointed in accordance with JAMS’s strike and rank process set forth in Rule 15 of the Comprehensive Arbitration Rules & Procedures. If the matter is proceeding before AAA, you and we agree that the arbitrator will be appointed through a strike and rank process consistent with the approach taken by JAMS in Rule 15 of the Comprehensive Arbitration Rules & Procedures. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Dispute was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Coinbase need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Formal Complaint Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs. Waiver of Class, Collective, Representative, Mass Actions, and Other Non-Individualized Relief. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND COINBASE AGREE THAT, EXCEPT AS SPECIFIED IN THE BATCH ARBITRATION PROVISION SET FORTH BELOW, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, LITIGATED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION (SUCH AS A MASS ARBITRATION) BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED, LITIGATED, OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this provision entitled “Waiver of Class, Collective, Representative, Mass Actions and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Coinbase agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in a court of competent jurisdiction consistent with the other terms of these Terms. This provision does not prevent you or Coinbase from participating in a class-wide settlement of claims. Batch Arbitration. You and we agree to abide by this Batch Arbitration provision in the event that: (a) there are twenty-five (25) or more individual arbitration demands of substantially similar nature filed by us against you and other customers or by you and others against us and (b) such arbitration demands are filed with the assistance of the same law firm, group of law firms, or organizations. You and we agree that arbitration demands will not be deemed “substantially similar” if they involve claims seeking relief in connection with alleged losses of assets arising from different facts and circumstances. Arbitration demands that trigger the application of this Batch Arbitration provision can be administered in arbitration only pursuant to the provisions of this Batch Arbitration Provision. See Severability, above.

1. If this Batch Arbitration provision is triggered, then JAMS shall:
   1. administer the arbitration demands in batches;
   2. appoint a single, different arbitrator for each batch unless the parties agree otherwise; and
   3. provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one in-person or video hearing (if any) in a format to be determined by the arbitrator that shall be convenient for the parties. You and we agree that if the Dispute is subject to this Batch Arbitration process, you will personally appear at any hearing (with counsel, if you are represented).
2. The number of batches will depend on the number of arbitration demands that were filed. The batching methodology is set forth below:
   1. If there are more than 25 but fewer than 2,000 arbitrations, then there will be 20 batches.
   2. If there are 2,000 or more arbitrations, then they will be batched into batches of 100 arbitrations per batch.
   3. In deciding which arbitration demands will go in which batch, JAMS shall make the batches as equal as possible in terms of cumulative amount demanded and number of arbitration demands.
3. You and Coinbase (and your and our counsel, if represented) agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for each Batch, as well as any steps to minimize the burdens and costs of arbitration. You and CBTL (and your and our counsel, if represented) agree to work together in good faith throughout the Batch Arbitration process to streamline procedures, modify the number of arbitrations to proceed per batch as appropriate, increase efficiencies, and seek to resolve Disputes.
4. You and we agree that arbitrations administered pursuant to this Batch Arbitration provision may be administered concurrently to the extent administratively feasible.
5. Arbitrators appointed pursuant to this Batch Arbitration provision shall issue separate awards for each CBTL User involved in a batched proceeding.
6. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

Modification. If we make any updates to the Arbitration Agreement, we will make the updated terms available to you by publishing them on the Site. Your continued use of the Site and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.