Terms of Service

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Effective date: April 6, 2022

Welcome to Coinbase Cloud. Please read on to learn the rules and restrictions that govern your use of the infrastructure products, services, and applications available on the Coinbase Cloud infrastructure platform, including the Participate and Query and Transact products and the Application (as defined below) (the “Services”). If you have any questions, comments, or concerns regarding these Terms, please contact us at:

Email: cloud-legal@coinbase.com

Phone: 1-844-675-5575

Address: 16 Vestry St, New York, NY 10013

These Terms of Service (these “Terms”) are a binding contract between you (also referred to herein as “you,” or “user,”) and Coinbase Crypto Services, LLC (together with its affiliates and subsidiaries, “Coinbase Cloud” “we,” “our,” and “us” and formerly known as Bison Trails). By signing up to use an account on our platform, or mobile application, subscribing to our newsletter, or by otherwise using our Services, you agree that you have read, understand, and accept all of the applicable terms and conditions contained in these Terms. If you do not agree to and accept all of the Terms, you don’t have the right to use the Services in any manner. These Terms include the provisions in this document as well as those in the Privacy Policy https://bisontrails.co/privacy.

All references to “you,” “your,” or “user,”, as applicable, mean the person who accesses or uses the Services in any manner, and each of your heirs, assigns, and successors. If you use the Services on behalf of an entity, organization, partnership, or company (each, an “Entity”), you represent and warrant that you have the authority to bind that Entity to these Terms, your acceptance of the Terms will be deemed an acceptance by that Entity and “you,” “your,” or “user,” or herein shall refer to that Entity.

Please read these Terms carefully. They cover important information about Services provided to you and any applicable charges, and/or fees associated with the Services. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, class action waiver, confidentiality and resolution of disputes by arbitration instead of in court.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND COINBASE CLOUD WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We may amend or modify these Terms at any time by posting the revised terms on our website and/or providing a copy to you. The revised Terms shall be effective as of the time they are posted but will not apply retroactively unless otherwise stated. Your continued use of the Services after the posting of the revised Terms constitutes your acceptance of such revised Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and/or close your account. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

If you are using the Services in your capacity as an individual or an agent of an Entity that has executed a master services agreement (or other contractual relationship) with Coinbase Cloud, where there is a conflict between the master services agreement and these Terms, the terms of that certain master services agreement control.

What about my privacy?

Coinbase Cloud takes the privacy of its users very seriously, and protecting your privacy is a key feature of our Services. For the current Privacy Policy, please click https://bisontrails.co/privacy.

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at dpo@coinbase.com.

What are the basics of using the Coinbase Cloud platform?

The Services permit you to run infrastructure, query blockchains, operate nodes and stake your digital currencies, cryptocurrencies, decentralized application tokens, protocol tokens, smart contracts, blockchain-based assets, stablecoins, cryptoassets and other cryptofinance and digital assets and instruments (collectively, “Digital Assets”) held by you (or your custodian) in your digital wallet (“Wallet”), to the extent Coinbase Cloud currently supports such Digital Assets. Coinbase Cloud will never take custody over the Digital Assets you stake using our Services or that are otherwise stored in your Wallet. You hereby acknowledge and agree that when using the Services, Coinbase Cloud acts only as an intermediary, and not as a counterparty to any transaction with you or any third party. You have complete control over and responsibility for your Digital Assets, and Coinbase Cloud will not be liable for any decisions or actions you take in connection with your Digital Assets. Coinbase Cloud does not issue, buy, or sell Digital Assets nor does Coinbase Cloud facilitate or make any recommendations related to, whether directly or indirectly, the issuance, purchase, or sale of any Digital Assets.

Informational Purposes Only; No Advice. The Content (as defined below) provided by Coinbase Cloud is for informational purposes only. Coinbase Cloud does not provide financial, investment, legal, regulatory, accounting, tax, business, or other advice, and nothing in the Services should be construed as a solicitation or counsel for investment, or recommendation relating to any Digital Asset by Coinbase Cloud, its affiliates, subsidiaries or any third party.

User Account Registration. You may be required to sign up for an account, select a password and user name (your “Account”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not set up an Account using a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your Account to anyone else without our prior written permission. You are entirely responsible for maintaining the confidentiality of your Account. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security. You will not share your password with or let anyone else access your Account, nor will you do anything else that might jeopardize the security of your Account or our Services..

Use of Your Account Information. During registration for your Account, you agree to provide us with the information we request, including your contact information and any other information we may request for the purposes of identity verification and the detection of, fraud, or any other financial crimes and you permit us to keep a record of such information. You may need to complete certain verification procedures before you are permitted to use the Services. Your access to one or more Services may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your Digital Assets and/or Wallets or keys. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes.

Consent to access, processing and storage of your personal data. You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing the Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your Account with us. However, we may retain and continue to process your personal information for other purposes. Please see our Privacy Policy for further information about how we process your personal data, and the rights you have in respect of this.

Supported Digital Assets. Your Account is intended solely for proper use of supported Digital Assets as designated on our website, which may be amended from time to time and as determined in our sole discretion (“Supported Digital Assets”). Under no circumstances should you attempt to use your Account or the Services with respect to Digital Assets we do not support. Coinbase Cloud assumes no responsibility in connection with any attempt to use our Services with respect to Digital Assets that we do not support. If you have any questions about which Digital Assets are Supported Digital Assets, please visit https://www.coinbase.com/cloud/blockchain-infrastructure.

Supplemental Protocols Excluded. Unless specifically announced on the Coinbase Cloud website or other official public statement of Coinbase Cloud, Supported Digital Assets excludes all other protocols and/or functionality which supplement or interact with the Supported Digital Asset. This exclusion includes but is not limited to: metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as protocol governance, and/or any smart contract functionality, which may supplement or interact with a Supported Digital Asset. Do not use your Account in connection with any other type of functionality involving any such protocol or asset as Coinbase Cloud may not be configured to detect, secure, or process this functionality. Any attempts in contradiction with the foregoing may result in loss of your assets. You acknowledge and agree that supplemental protocols are excluded from Supported Digital Assets and that Coinbase Cloud has no liability for any losses related to supplemental protocols.

No Control over Digital Asset Protocols. We do not own or control the underlying software protocols which govern the operation of Digital Assets supported on our platform. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including, without limitation, “forks”). Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Asset you own. Coinbase Cloud does not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by Coinbase Cloud in determining whether to continue to use your Account or the Services with respect to the affected Digital Asset. In the event of any such operational change, Coinbase Cloud reserves the right to takes such steps as may be necessary to protect the security and safety of our Services, including temporarily suspending operations for the involved asset(s), and other necessary steps; Coinbase Cloud will use its best efforts to provide you notice of its response to any material operating change; however, such changes are outside of Coinbase Cloud’s control and may occur without notice to Coinbase Cloud. Coinbase Cloud’s response to any material operating change is subject to its sole discretion and includes deciding not to support any new Digital Asset, fork, or other actions. You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that Coinbase Cloud is not responsible for such operating changes and not liable for any loss of value or missed rewards you may experience as a result of such changes in operating rules. You acknowledge and accept that Coinbase Cloud has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported assets or protocols.

Digital Asset Custody and Ownership. Title to and control over your Digital Assets shall at all times remain with you (or your custodian) and shall not transfer to Coinbase Cloud. As the owner of Digital Assets used in connection with the Services, you shall bear all risk of loss of such Digital Assets. Coinbase Cloud shall have no liability for Digital Asset fluctuations. None of the Digital Assets staked with Coinbase Cloud or otherwise used in connection with the Services are the property of, or shall or may be loaned or transferred to, Coinbase Cloud; Coinbase Cloud does not represent or treat assets staked with Coinbase Cloud as belonging to Coinbase Cloud. Our Services are non-custodial and we do not custody or control your Digital Assets, nor do we have the ability to withdrawal, transfer, buy, or sell your Digital Assets. You shall, at all times, retain control over electronic private keys associated with blockchain addresses related to custody and/or the ability to transfer your Digital Assets, including the blockchain addresses that hold your Digital Assets. We may require you to disclose to us (or grant us permission to create on your behalf) non-custodial private keys associated with the blockchain addresses for your Digital Assets as may be required in connection with our performance of the Services. The applicability of the foregoing will depend on the requirements set by each network protocol, determined in each network protocol’s sole discretion; Coinbase Cloud does not have any control over such requirements or technical specifications. You shall remain solely responsible for all Digital Assets you stake or otherwise use in connection with the Services, including without limitation the responsibility for the safekeeping and custody of the Digital Assets you use in connection with our Services, including without limitations your electronic private keys. For the avoidance of doubt, Coinbase Cloud has no control over or responsibility for any Digital Assets delegated to public community nodes.

User Representations and Warranties. You represent and warrant that:

If you are an individual, you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf);
If you’re agreeing to these Terms on behalf of an Entity, you represent and warrant that you are authorized to agree to these Terms on that Entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that Entity);
You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your use of the Services in a way that breaks the law;
You will not share your Account or password with anyone, and you must protect the security of your Account and your password and any other access tools or credentials. You’re responsible for any and all activity associated with your Account;
You agree that, in connection with the Services, you will not contract with or otherwise do business with any individual, company, organization or other entity, or with, in or involving any country or territory (including North Korea, Cuba, Iran, Sudan, Syria, and Crimea), that is the subject or target of any U.S. or other national government financial and economic sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties, including those imposed, administered or enforced from time to time by the U.S. government through the Office of Foreign Assets Control ("OFAC") of the U.S. Department of Treasury, the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce, or the U.S. Department of State, the United Nationals Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”), without having first obtained any required license or other government authorization or in any manner which would result in a violation of Sanctions by you or Coinbase Cloud.
Neither you nor or any of your affiliates, or subsidiaries nor any of you or your affiliates or subsidiaries' directors, administrators, officers, board of directors (supervisory and management), members or employees is the subject or target of any Sanctions;
If you are an Entity, you have adequate controls and systems in place to screen, and are fully responsible for screening, transactions of customers, sub-contractors, suppliers, vendors, and all other third parties who may assist, benefit from, or provide goods or services to, or receive goods or services from, you and to ensure compliance with applicable laws pertaining to Sanctions;
If you are an Entity, you have appropriate procedures in place to comply with (and to ensure timely reporting under) the requirements of the anti-boycott laws and regulations of the United States and other jurisdictions in which Coinbase Cloud does business; and
If you are an Entity, you have adequate policies and procedures in place to ensure that, and will ensure that, the Services provided in connection with these Terms will not be exported, re-exported, sold, leased or otherwise transferred to, or utilized by, an end-user engaged in any of the following activities: (i) activities related to weapons of mass destruction, including any activities related to the design, development, production or use of: (A) nuclear weapons, materials or facilities; (B) missiles or the support of missile projects; or (C) chemical or biological weapons; (ii) terrorist activities (iii) military end uses in or connected with certain government owned or controlled corporations of such countries as identified by U.S. and other applicable government licensing authorities; (iv) exploration or production of oil and gas in Arctic, deepwater (greater than 500 feet), or shale formations in Russia or in, by, or with Russian companies, territories, or any other entities as identified by BIS and/or OFAC; or (v) for any other purpose not expressly authorized by Coinbase Cloud.

Nothing in this clause is to be construed as authorization by Coinbase Cloud for you to export, sell, lease, transfer, market or resell the Services in violation of these Terms.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

infringes or violates the intellectual property rights or any other rights of anyone else (including Coinbase Cloud);
violates, or assists in violation of any law, statute, ordinance, or regulation, including, without limitation, any applicable export control laws, privacy laws, or sanctions programs administered in the countries where Coinbase Cloud conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which involves proceeds of any unlawful activity; or that results in the publication, distribution or dissemination any unlawful material or information; or for any other purpose not reasonably intended by Coinbase Cloud;
is dangerous, harmful, fraudulent, deceptive, threatening, harassing, or defamatory;
jeopardizes the security of your Account or anyone else’s account (such as allowing someone else to log in to the Services as you);
attempts, in any manner, to obtain the password, account, or other security information from any other user;
violates the security of any computer network, or cracks any passwords or security encryption codes;
runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services or underlying infrastructure);
“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
copies or stores any significant portion of the Content; or
decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in the Services?

Coinbase Cloud exclusively owns all right title and interest in the Services, including any beta or pilot iterations of the Services. The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, information, User Submissions (as defined below), and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in or applicable to any Content you access through or is otherwise related to the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, make derivatives of, or otherwise exploit for any purpose any Content not owned by you (i) without the prior written consent of the owner of that Content, or (ii) in a way that violates someone else’s (including Coinbase Cloud's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable, revocable and non-transferable, limited license to use (i.e., to download and display locally) the Content solely for purposes of, and to the extent necessary in connection with, using the Services. Use, reproduction, modification, distribution, or storage of any Content for any other purpose is expressly prohibited without our prior written consent in each instance. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates these Terms, or any third party rights. You understand that Coinbase Cloud owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

Do I have to grant any licenses to Coinbase Cloud or to other users?

Anything you post, upload, share, store, transmit, or otherwise provide through or in connection with the Services is your “User Submission”. Some User Submissions may be viewable by other users. In order to display your User Submissions on the Services (for example, on your Account dashboard), and to allow other users to enjoy them (where applicable), you hereby grant Coinbase Cloud a license to translate, modify (for technical purposes; for example, making sure your content is viewable on a mobile device as well as a computer) reproduce, and otherwise take actions with respect to such User Submissions, in each case to enable us to operate the Services. This is a license only – your ownership in User Submissions is not affected. Please note that this license is subject to our Privacy Policy https://bisontrails.co/privacy to the extent it relates to User Submissions that constitute your personally-identifiable information.

If you share a User Submission publicly on or through the Services and/or in a manner that enables viewing rights to more than just you or certain specified users, or if you provide us (whether in an email, orally, or other written or oral submission) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, “Feedback”) then you grant Coinbase Cloud the license above, as well as a license to display, perform, and distribute your Feedback for the purpose of making that Feedback accessible to all Coinbase Cloud users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Feedback in connection with the Services and/or otherwise in connection with Coinbase Cloud’s business. Also, you grant all other users of the Services a license to access that Feedback, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, fully paid-up, and worldwide, provided that when you delete your Account, we will stop displaying your User Submissions (other than the Feedback, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from Coinbase Cloud’s records.

Finally, you understand and agree that Coinbase Cloud, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Who is responsible for what I see and do on the Services?

We are not responsible for any Digital Assets that you use in connection with our Services. You acknowledge and agree that you shall access and use the Services at your own risk. The risk of loss in cryptocurrency, including staking tokens, can be substantial. Please do not use the Services if you do not understand these risks.

Any Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

If there is a dispute between participants on our site or users of our Services, or between users and any third party, you agree that Coinbase Cloud is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Coinbase Cloud, its affiliates and their directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Will Coinbase Cloud ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, make changes to the list of Supported Digital Assets, and/or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services, including without limitation discontinuing support for any Digital Asset. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

We charge for use of the Services as follows.

Paid Services. Please see your applicable agreement(s) with us (including without limitation any master services agreements and order schedules) for a description of the fees you are required to pay for your use of the Services. Please note that any payment terms presented to you in the process of using or signing up for the Services (including, without limitation, as part of the onboarding or Account-creation process) are deemed part of these Terms.
Billing. We may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account (your “Billing Account”) for use of the Services, or we may require payment in the form of the Digital Asset that you have staked as part of the Services which we will collect through a cryptocurrency wallet owned by us (or a combination of both). The processing of payments through a Payment Processor will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any errors by the Payment Processor or by you in connection with your use of the Payment Processor. By choosing to use the Services, you agree to pay us, through the Payment Processor, through automatic or manual payments into our cryptocurrency wallet(s) or by any other requested means, all charges and fees at the prices and rates then in effect for any use of the Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, if applicable, to charge your chosen payment provider, or to facilitate the automatic collection of your Digital Asset payment through our cryptocurrency wallet from your Account (your “Payment Method”). You agree to make payment using one of the selected Payment Methods. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
Recurring Billing. Some of the Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR THE SERVICES AS SET FORTH ABOVE.
Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Auto-Renewal for the Services. Unless you opt out of auto-renewal, which can be done through your Account settings, any Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate (which is subject to change at our discretion). To change or resign your Services at any time, go to Account settings. If you terminate the Services, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE SERVICES THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR COINBASE CLOUD ACCOUNT BEFORE THE END OF THE RECURRING TERM. THE SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, COINBASE CLOUD WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
Reaffirmation of Authorization. Your non-termination or continued use of the Services reaffirms that we are authorized to charge your Payment Method for the Services. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Services.

What if I want to stop using the Services?

You’re free to do that at any time by contacting us at our help center. Please refer to our Privacy Policy https://bisontrails.co/privacy, as well as the licenses above, to understand how we treat information you’ve provided to us after you have stopped using our Services.

Coinbase Cloud is also free to terminate (or suspend access to) your Account and/or your use of the Services for any reason in our sole discretion, without prior notice. Coinbase Cloud has the sole right to decide whether you are in violation of any of the restrictions or obligations set forth in these Terms.

Account termination may result in destruction of any Content associated with your Account, so keep that in mind before you decide to terminate your Account.

If you have deleted your Account by mistake, contact us immediately at help center – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

I use the Coinbase Cloud App available via the Apple App Store—should I know anything about that?

These Terms apply to your use of any and all of our Services, including without limitation, the iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) application store (the “App Store”), but the following additional terms also apply to the Application:

Both you and Coinbase Cloud acknowledge that the Terms are concluded between you and Coinbase Cloud only, and not with Apple, and that Apple is not responsible for the Application or the Content;
The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable, revocable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
You will only use the Application in connection with an Apple device that you own or control;
You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Coinbase Cloud, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
You acknowledge and agree that Coinbase Cloud, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Bison Trails, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
Both you and Coinbase Cloud acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
Both you and Coinbase Cloud acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

What else do I need to know?

Confidentiality. You hereby agree that all financial, business, legal and technical information of Coinbase Cloud and any of its affiliates, subsidiaries, officers, directors, employees, agents, suppliers, licensors, customers and end users (including, without limitation, materials, data and other information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, source code, object code, specifications, designs, drawings, feedback, strategies, pricing, financials, plans, prospects, customer lists, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is disclosed under these Terms and is marked or otherwise identified as proprietary or confidential at the time of or following disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential shall be the confidential property of Coinbase Cloud (“Coinbase Cloud Confidential Information”). Unless otherwise expressly agreed or permitted in writing by Coinbase Cloud, you agree not to disclose, publish, or disseminate any Coinbase Cloud Confidential Information to anyone other than to your employees and contractors working for the same entity as you and then only to the extent that Coinbase Cloud does not otherwise prohibit such disclosure. Except as set forth in these Terms or as otherwise expressly agreed or permitted by Coinbase Cloud in writing, you agree not to use Coinbase Cloud Confidential Information in any way, including, without limitation, for your own or any third party’s benefit without the prior written approval of an authorized representative of Coinbase Cloud in each instance. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Coinbase Cloud Confidential Information. You acknowledge that unauthorized disclosure or use of Coinbase Cloud Confidential Information could cause irreparable harm and significant injury to Coinbase Cloud that may be difficult to ascertain. Accordingly, you agree that Coinbase Cloud will have the right to seek immediate injunctive relief to enforce your obligations under these Terms in addition to any other rights and remedies it may have. If you are required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose Coinbase Cloud Confidential Information, you may make such disclosure, but only if you have notified Coinbase Cloud before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information. A disclosure pursuant to the previous sentence will not relieve you of your obligations to hold such information as Coinbase Cloud Confidential Information.

Acknowledgement of Risk. As with any asset, the value of Digital Assets can go up or down and there can be a substantial risk that you lose money buying, selling, holding, transferring, staking, delegating, or investing in Digital Assets. You should carefully consider whether engaging in the foregoing activities with respect to Digital Assets is suitable for you in light of your financial condition. Coinbase Cloud is not registered with the U.S. Securities and Exchange Commission or any other regulatory body in the United States or any other jurisdiction. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

Warranty Disclaimer. Neither Coinbase Cloud nor its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Coinbase Cloud and all such parties together, the “Coinbase Cloud Parties”) makes any representations or warranties concerning the Services, including without limitation any Content contained in or accessed through the Services, and the Coinbase Cloud Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of or in any way related to your participation in or use of the Services. The Coinbase Cloud Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services including any Provider Services. THE SERVICES AND CONTENT ARE PROVIDED BY COINBASE CLOUD (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE COINBASE CLOUD PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE LESSER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO COINBASE CLOUD IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold the Coinbase Cloud Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your Account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Coinbase Cloud’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COINBASE CLOUD AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COINBASE CLOUD. Both you and Coinbase Cloud acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Coinbase Cloud’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York County, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Cost of Arbitration. The Rules will govern payment of all arbitration fees. Coinbase Cloud will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Coinbase Cloud will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or Coinbase Cloud may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND COINBASE CLOUD WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Coinbase Cloud are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Coinbase Cloud over whether to vacate or enforce an arbitration award, YOU AND COINBASE CLOUD WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Coinbase Cloud is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 16 Vestry St, New York, NY 10013 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your Account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement section.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Coinbase Cloud to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Coinbase Cloud agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, New York, or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Coinbase Cloud.

Miscellaneous. YYou will be responsible for paying, withholding, filing, and/or reporting any and all taxes, duties, and other governmental assessments associated with your use of the Services (including but not limited to, any earned rewards), provided that Coinbase Cloud may, in its sole discretion, do any of the foregoing on your behalf or for itself if required to do so or otherwise as it sees fit.

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Coinbase Cloud agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Coinbase Cloud, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms (other than as agreed in a master services agreement signed by you and us). You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Coinbase Cloud, and you do not have any authority of any kind to bind Coinbase Cloud in any respect whatsoever.

Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and Coinbase Cloud agree there are no third-party beneficiaries intended under these Terms.

No Reliance. While Coinbase Cloud uses reasonable efforts to update the information contained on its website, we make no representations or warranties as to the accuracy, reliability, or completeness of any information on its website or provided through or in connection with the Services. Any content is subject to change without notice. As noted above, permission by Coinbase Cloud to access the Services should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax or similar advice. All statements made on its website are the opinions of Coinbase Cloud unless otherwise specified.

Links to Third Party Web Sites. Coinbase Cloud has not reviewed any of the websites that may be linked through the Services, and is not responsible for the content of off-site pages or any other linked website. Coinbase Cloud is not responsible for the privacy practices of such other websites. Your linking to or use of any off-site pages or other websites is at your own risk. Coinbase Cloud’s inclusion of links to other websites does not imply any endorsement of the material located on or linked to by such websites. In addition, the inclusion of any linked websites does not imply an endorsement of any kind by Coinbase Cloud or any other person or entity and should not be deemed as such by any user.

Materials to be Consulted in their Entirety. All materials contained within the Services are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses, and any copyright or proprietary notices, including those contained in these Terms. Any disclaimers, restrictions, or disclosures apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

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