referred to as “Coinbase India”. References in this Agreement to “Coinbase”, “we”, “our” or “us”, are to Coinbase India. References to “Coinbase” are to the Coinbase Group & its corporate affiliates. References to “you” or “your” are to the person with whom Coinbase India enters into this Agreement.
By signing up to use an account through international.coinbase.com, or any of our associated websites, application programming interfaces (“APIs”), or mobile applications (collectively the “Site“), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, including our Communications Policy in Appendix 2, as well as our Privacy Policy, Cookie Policy, Insurance Disclosure and Prohibited Use Policy.
We refer to the Digital Asset Services, Digital Asset Derivatives Services and Additional Services (all defined below) and such other services that may be offered by Coinbase India from time to time, collectively, as the reseller “Coinbase Services“, which can be accessed via the platform operated by Coinbase (the “Coinbase Platform”) (including the online platform which is accessible via the Site or at such location as may be prescribed by Coinbase from time to time). Each of the Coinbase Services is provided by Coinbase as set out in clause 2 below. “Digital Asset” means any digital asset (including a virtual currency or virtual commodity or virtual digital asset) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network; and “Supported Digital Asset” means only those particular Digital Assets listed as available to trade or custody in your Digital Asset Wallet. Services and supported assets may vary by jurisdiction.
Amendment of this Agreement: We may make amendments to the Agreement (including in relation to any other Coinbase Services) by providing you with 30 days prior notice of any material changes to be made. We will publish the revised Agreement (a “Revised Agreement”) on the Site or by providing a copy of it to you. The Revised Agreement shall, where lawful, be effective after 30 days of being published on the Site or provided to you (unless we state otherwise) but will not apply retroactively. Your continued use of the Coinbase Services after the posting or provision of a Revised Agreement constitutes your acceptance of such Revised Agreement. If you do not agree with any such modification, you should close your Coinbase Account and cease using the Coinbase Services. You agree that any notification of amendments in the manner as aforesaid shall be sufficient notice to you, and your continued access and/or use of Coinbase Services and/or the Site shall constitute an affirmative acknowledgement by you of the amendments and shall be deemed to be your acceptance of the Revised Agreement. Copies of the most up-to-date version of the Agreement will be made available in the Site at all times.
DISPUTE RESOLUTION: PLEASE BE AWARE THAT SECTION 10 (CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION) OF THIS AGREEMENT, CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COINBASE AND COINBASE INDIA. PLEASE READ SECTION 10 CAREFULLY.
IMPORTANT NOTE: You should be aware that the risk of loss in trading or holding Digital Assets, or derivatives referencing Digital Assets, can be substantial. As with any asset, the value of Digital Assets and derivatives referencing them can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets and derivatives referencing them. Coinbase India Private Limited is registered with the Financial Intelligence Unit – India FIU-IND as a reporting entity bearing No. VA00061119.
You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition, and carefully consider whether trading or holding Digital Assets and derivatives referencing them is suitable for you.
1. ELIGIBILITY
To be eligible to use any of the Coinbase Services, you must be at least 18 years old and reside in a country in which the relevant Coinbase Services are accessible. There are certain features which may or may not be available to you depending on your location and other eligibility criteria.
2. SERVICES
2.1 Digital Asset Services.
We may resell you the following services (the “Digital Asset Services“):
1. one or more hosted wallets enabling you to store, track, transfer, and manage Supported Digital Assets (the “Digital Asset Wallets“); and
2. a Digital Asset exchange service enabling you to obtain prices for your purchases and sales of Supported Digital Assets, and (subject to certain restrictions) carry out any such purchases or sales on the Site (the “Digital Asset Exchange Service”).
2,2 Digital Asset Derivatives Services.
In addition, we may from time to time provide customers with trading exposure to Digital Asset derivatives transactions (“Digital Asset Derivatives Services“). These Digital Asset Derivatives Services may be made available to users that fulfill certain eligibility criteria. You acknowledge that we do not provide investment, legal, or tax advice governing or in relation to the Digital Asset Derivatives Services.
2.3 Additional Coinbase Services.
In addition to the core services (i.e. the Digital Asset Services and the Digital Asset Derivatives Services), additional services (“Additional Services“) may be made available by Coinbase Group (defined below) to users that fulfil certain eligibility criteria, including, without limitation, the Additional Services described in Appendix 3. You may also elect to hold Supported Digital Assets in “Coinbase Vault” as further described in Section 4.18. Unless otherwise noted, all references to Digital Asset Wallet include Coinbase Vault. You may also elect to use Coinbase Wallet (an unhosted wallet service).
2.4 Fees, Interest, Commissions and Charges.
You agree to be responsible for the payment of and pay all fees. A list of fees for Coinbase Services, as amended from time to time, can be found on the Site at the ‘Pricing and Fees Disclosures’ and ‘Exchange Fees’ pages, which shall form part of this Agreement.
2.5 Payment.
You shall promptly pay all of Coinbase’s fees, interest, commissions and/or other charges at such rates and in such manner as Coinbase may impose and stipulate from time to time with respect to the execution and/or performance of any Coinbase Services or otherwise for the maintenance of your Coinbase Account (as defined below) or the provision of any service to you or in connection with your Coinbase Account.
2.6 Variation of Fees.
Coinbase reserves the right from time to time in its sole and absolute discretion and by notice to you to vary the rates of fees, interest, commissions and charges or impose other fees, interest, commissions and charges. Fees, interest, commissions and other charges may be quoted on request, posted on the Coinbase Platform or individually notified via email or other modes of communication as Coinbase in its sole and absolute discretion may deem fit. It is your responsibility to ensure that you are aware of current applicable fees, interest, commission, charges and rates.
2.7 Settlement.
All commissions, interest, fees, charges or other amounts owed by you to Coinbase may be settled by Coinbase India at its sole and absolute discretion on the day they fall due by debiting your Coinbase Account with the relevant amount payable by you. In the event that there are insufficient Digital Assets in your Coinbase Account, you acknowledge that any amount due and payable from you under this Agreement is a debt immediately due and owing by you to Coinbase India
2.8 Interest.
Coinbase India shall be entitled at its sole and absolute discretion to charge interest on any amount due to Coinbase India from you to such rate and calculated and/or compounded in such manner as Coinbase India may impose and determine from time to time and to debit any Coinbase Account in respect of the interest due.
2.9 Deductions and Withholdings.
All amounts owed to Coinbase India shall be settled in such Digital Assets as solely determined by Coinbase India from time to time and shall be free of deduction or withholdings (if applicable). If you are required to effect such deductions or withholdings, then the amount due to Coinbase India shall be increased by such amount as shall result in Coinbase India receiving an amount equal to the amount Coinbase India should have received in the absence of such deduction or withholding.
2.10 Taxes.
Any applicable taxes, duties, disbursements, costs and/or other expenses incurred by Coinbase India in connection with providing the Digital Asset Derivatives Services to you or otherwise in connection with your Coinbase Account shall be fully reimbursed by you.
2.11 Repayment.
If for any reason Coinbase India cannot effect payment or repayment to you in a particular Digital Asset in which payment or repayment is due, Coinbase India may through Coinbase affect payment or repayment in an equivalent amount of any other Digital Assets selected by Coinbase India based on a rate of exchange solely determined by Coinbase India, acting reasonably, in respect thereof at the relevant time.
2.12 Set off.
Without prejudice to any right of set-off under this Agreement or applicable law, you acknowledge and agree that Coinbase India may set off all amounts of whatever nature, denominated in whatever Digital Asset or currency or otherwise and wherever arising which are due from you (or, where appropriate, from the relevant entity for whom you are acting) or to you (or, where appropriate, to the relevant entity for whom you are acting) in respect of the Coinbase Services provided to you through the Coinbase Platform or otherwise. You acknowledge and agree that you (or, where appropriate, the entity for whom you are acting) will not be entitled to exercise any right of set-off or counterclaim against amounts due to Coinbase India
2.13 Coinbase Group.
In this Agreement, “Coinbase Group” means “Coinbase” and its corporate affiliates.
3. ACCOUNT SETUP
3.1 Registration of Coinbase Account.
To use the Coinbase Services, you will need to register for a Coinbase account (a “Coinbase Account“) by providing your details, including, but may not be limited to, your name, email address and a password, completing certain verification procedures, and accepting the terms of this Agreement. By using a Coinbase Account, you agree and represent that (a) you are a resident of India under Indian tax and exchange control laws, and will use the Coinbase Services only if you remain so b) you will use the applicable Coinbase Services only for yourself, and not on behalf of any third party and as such you are the legal and beneficial owner of this account. Each customer may register only one Coinbase account. You are fully responsible for all activity that occurs under your Coinbase Account. We may, in our sole discretion, refuse to open a Coinbase Account for you, or suspend or terminate any Coinbase Accounts (including but not limited to duplicate accounts) or suspend or terminate the trading of specific Digital Assets in your Coinbase Account or the sending of Digital Assets from your Coinbase Account. Please see Section 7 below for more information.
3.2 Consent to Access; Processing and Storage of your Personal Data & Identity Verification.
You agree to provide us with the information we request (which we may request during registration for your Coinbase Account or at any time deemed necessary) for the purposes of identity verification, providing the Coinbase Services to you (including the establishment of applicable limits), and the prevention and detection of money laundering, terrorist financing, fraud, or any other financial crime, including as set out in Appendix 1 (Verification Procedures and Limits) and permit us to keep a record of such information.
The information we request may include (but is not limited to) personal information such as your name, residential address, mobile number, email address, date of birth, taxpayer identification number, government identification number, information regarding your bank account (such as the name of the bank, the account type, IFSC code, and account number), network status, customer type, customer role, billing type, mobile device identifiers (e.g. international mobile subscriber identity and international mobile equipment identity) and other subscriber status details, and any such information that Coinbase India is required to collect from time to time under applicable law.
You may also be required to undergo “Enhanced Due Diligence”, where Coinbase India may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with Coinbase staff so that Coinbase may, among other things, establish the source of your wealth and source of funds for any transactions carried out in the course of your use of Coinbase Services.
In providing us with this or any other information that may be required, you confirm that the information is true, accurate and complete, and you have not withheld any information that may influence Coinbase evaluation of you for the purposes of your registration for a Coinbase Account or the provision of Coinbase Services to you. You undertake to promptly notify in writing and provide Coinbase with information regarding any changes in circumstances that may cause any such information provided to become false, inaccurate or incomplete and also undertake to provide any other additional documents, records and information as may be required by Coinbase and/or applicable law. You permit us to keep records of such information. We will treat this information in accordance with Section 13 (Data Protection).
You authorise us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Coinbase Services and/or before permitting you to engage in transactions beyond certain volume limits. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. Further, you authorise your wireless carrier to use or disclose information about your account and your wireless device, if available, to Coinbase or its service provider for as long as you have a Coinbase Account, solely to help them identify you or your wireless device and to prevent fraud.
4. DIGITAL ASSET SERVICES
4.1 In General.
Your Digital Asset Wallet enables you to send Supported Digital Assets to, and request, receive, and store Supported Digital Assets from Digital Asset Wallets that are under your control, by giving instructions through the Site. Coinbase does not support the transfer and receipt of Supported Digital Assets from and to Digital Asset Wallets that are controlled by third parties. If you send Supported Digital Assets to an address owned or controlled by a third party (for example another individual’s self-hosted wallet or account at another exchange), this is a violation of these terms of service.
We recommend customers send a small amount of Supported Digital Assets as a test when sending to a Digital Asset Wallet under their control that is outside the Coinbase Platform, before sending a significant amount of Supported Digital Assets outside the Coinbase Platform. You may not be able to send Supported Digital Assets off the Coinbase Platform until the funds for the purchase of the Supported Digital Asset have settled to Coinbase India.The Digital Asset Exchange Service enables you to buy Supported Digital Assets on the Coinbase Platform using other types of Supported Digital Assets in your Digital Asset Wallet.
Conversely, when you sell Supported Digital Assets on the Coinbase Platform, you will receive other types of Supported Digital Assets in your Digital Asset Wallet, as selected by you when selling Supported Digital Assets.
Coinbase India facilitates and enables the purchase and sale of Supported Digital Assets on the Coinbase Platform. The Digital Asset Service enables you to buy Supported Digital Assets on the Coinbase India Site using:
1. Central bank issued currency (such as INR ) if and as supported by Coinbase India; and/or
2. Other types of Supported Digital Assets in your Digital Asset Wallet.
Conversely, when you sell Supported Digital Assets on the Coinbase Platform, you may elect to receive:
1. Central bank issued currency (such as INR ) supported by Coinbase India; and/or
2. Other types of Supported Digital Assets in your Digital Asset Wallet.
The transactions described in this Section 4.1 are referred to in this Agreement as “Digital Asset Transactions”.
4.2 Fiat Currency Transactions
You may purchase Supported Digital Assets by linking a valid payment method to your Digital Asset Wallet. You authorise us to debit funds using your selected payment method(s) to complete your purchase.
Although we will attempt to deliver Supported Digital Assets to you as promptly as possible, funds may be debited from your selected payment method before the status of your Digital Asset Transaction is shown as complete, and the Supported Digital Asset is delivered to your Digital Asset Wallet. You may sell Supported Digital Assets in exchange for fiat currency (such as INR ) supported by Coinbase India . In such circumstances, you authorise us to debit your Digital Asset Wallet and to send instructions to credit your selected payment method(s) in settlement of sell transactions. We will send these instructions as soon as reasonably possible.
Any fiat currency should be credited to your selected payment method(s) by the end of the business day after we send such instructions.
For the aforesaid purpose, You hereby appoint Coinbase India as your duly authorized payment collection agent to whom the payment is due, and you agree and understand that Coinbase India does not operate a payment system.
4.3 Transaction Fulfillment.
We will make reasonable efforts to fulfil all purchases of Supported Digital Assets, but in some circumstances, Coinbase may be unable to. If this is the case, Coinbase will notify you and seek your approval to re-attempt the purchase at the current Exchange Rate (as defined below). We may adjust prices or cancel trades on the basis that the price traded is not representative of market value or the number of contracts traded is in error. Coinbase will make the final decision on whether a trade price is adjusted, cancelled or allowed to stand. In determining whether a trade has taken place at an unrepresentative price or at an erroneous contract number, certain factors will be taken into account.
They may include, but not be limited to:
1. current market conditions, including levels of activity and volatility;
2. time period between different quotes and between quoted and traded prices;
3. information regarding price movement in related contracts, the release of economic data or other relevant news;
4. manifest error;
5. whether there is any indication that the trade in question triggered stops or resulted in the execution of spread trades;
6. whether another market user or client relied on the price;
7. any other factor which Coinbase, in its sole discretion, may deem relevant.
4.4 Availability of Payment Methods
The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third party payment processors.
4.5 Conversion Fees.
Each purchase or sale of Supported Digital Assets is subject to a fee and, if applicable based on the service, a spread (a “Conversion Fee“). The applicable Conversion Fee will be displayed to you on the Site prior to each transaction and is stated in each receipt we issue to you. We may adjust our Conversion Fees at any time. We will not process a transaction if the Conversion Fee and any other associated fees would, together, exceed the value of your transaction. A full list of Coinbase ‘s fees and the way fees are calculated can be found on our ‘Exchange Fees’ page.
4.6 Exchange Rates
Each purchase or sale of Supported Digital Assets is also subject to the Exchange Rate for the given transaction. The “Exchange Rate” means the price of a given Supported Digital Asset in fiat currency, USDC (or such other stablecoin as Coinbase may wish to use for quotations, from time to time), as quoted on the Site. The Exchange Rate is stated either as a “Buy Price” or as a “Sell Price”, which is the price at which you may buy or sell Supported Digital Assets, respectively.
You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time, and that we may add a margin or ‘spread’ to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorise a transaction. You can learn more about Coinbase’s Exchange Rates on our ‘Exchange Fees’ page on the Site. We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy and / or sell your Supported Digital Assets on the open market at any particular price or time.
4.7 Authorisations; Reversals; Cancellations.
By clicking the ‘Buy’ or ‘Sell’ button on the Site, you are authorising Coinbase to initiate the transaction at the quoted Buy Price or Sell Price and agree to any associated Conversion Fees and ‘Exchange Fees’ and any other fees.
You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your Digital Asset Wallets have insufficient balance in the Supported Digital Asset that you wish to pay with, you authorise us, in our sole discretion, either to cancel the transaction or to debit other balances on your Digital Asset Wallets, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider. Coinbase India reserve the right to suspend access to any and all Coinbase Services until such insufficient payment is addressed.
4.8 Digital Asset Transactions.
Coinbase will process Digital Asset Transactions in accordance with the instructions Coinbase receives from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, receiver, requestee or other third party and we will have no liability or responsibility for ensuring that the information you provide is accurate and complete.
Digital Asset Transactions cannot be reversed once they have been broadcast to the relevant Digital Asset network. If you initiate a Digital Asset Transaction by entering the recipient’s email address or mobile phone number and the recipient does not have an existing Coinbase Group Account, we will invite the recipient to open a Coinbase Account. If the recipient does not open a Coinbase Account within 30 days, we will return the relevant Supported Digital Asset to your Digital Asset Wallet.
We may charge network fees (miner fees) to process a Digital Asset Transaction on your behalf. We will calculate the network fees at our discretion, although we will always notify you of the network fees at (or before) the time you authorise the Digital Asset Transaction. A description of network fees can be found on our ‘Pricing and Fees Disclosures’ page on the Site. When you or a third party sends Digital Assets to a Coinbase Digital Asset Wallet from an external wallet not hosted on Coinbase (an “Inbound Transfer”), the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of network fees in order for the transaction to be completed successfully and ensuring that the Digital Asset being sent is a Supported Digital Asset that conforms to the particular wallet address to which funds are directed, including any additional address feature(s) for identifying a transaction recipient beyond a wallet address to the extent required by Coinbase or the Supported Digital Assets protocol to credit the Inbound Transfer to your Coinbase Account (e.g., a “Destination Tag/Memo”). Non-payment of network fees may cause your transaction to remain in a pending state outside of Coinbase India’s control and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions.
Once submitted to a Digital Asset network, a Digital Asset Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Asset network. A Digital Asset Transaction is not complete while it is in a pending state. Digital Assets associated with Digital Asset Transactions that are in a pending state will be designated accordingly and will not be included in your Digital Asset Wallet balance or be available to conduct Digital Asset Transactions until confirmed by the network. Once the Digital Asset Transaction has completed you will receive a trade execution report confirming the transfer and the fees incurred.
We may also refuse to process or cancel any pending Digital Asset Transaction as required by law, regulation or any court or other authority to which Coinbase is subject in any jurisdiction, for instance, if there is suspicion of money laundering, terrorist financing, breaches of international sanctions, fraud, or any other financial crime.
4.9 Supported Digital Assets.
Our Digital Asset Services are available only in connection with Supported Digital Assets.
Under no circumstances should you attempt to use your Digital Asset Wallet to store, send, request, or receive Digital Assets in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your Digital Asset Wallet for Digital Assets that we do not support or with regard to a Supported Digital Asset sent to a wrong or incompatible Digital Asset wallet address. All such erroneously transmitted Digital Assets will be lost. You acknowledge and agree that Coinbase India bears no responsibility and is not liable for any unsupported asset that is sent to a wallet associated with your Coinbase Account. If you send an unsupported Digital Asset to a wallet associated with your Coinbase Account, then you will lose that Digital Asset. For some lost Digital Assets, Coinbase may in its sole discretion offer you the option to attempt a recovery. We may charge fees to process the recovery attempt on your behalf. We will calculate all fees at our discretion, and notify you of the applicable fees at or before the time you authorize the recovery attempt. For more information, see our ‘Pricing and Fees Disclosures Page’ on the Site. The actual amount recovered may differ from the estimated recovery amount. Coinbase does not evaluate the authenticity, safety, or security of unsupported assets. You acknowledge and agree that Coinbase is not liable for any loss incurred during the recovery attempt or subsequent use of the recovered asset.
By initiating an Inbound Transfer, you attest that you are transacting in a Supported Digital Asset that conforms to the particular wallet address to which funds are directed. For example:
A. If you select an Ethereum wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Ethereum alone, and not any other Digital Asset such as Bitcoin or Ethereum Classic.
B. If you select a Bitcoin wallet address to receive funds, you attest that you are initiating an Inbound Transfer of Bitcoin alone, and not any other Digital Asset such as Bitcoin Cash or Ethereum.
If you have any questions about which Digital Assets we currently support, please visithttps://help.Coinbase.com.
4.10 Ending support of a Digital Asset.
Coinbase may in its sole discretion terminate support for any Digital Asset. Coinbase will, to the extent required by applicable law, provide you with the minimum period of advance notice required by applicable law or a regulatory authority via email to the email address associated with your Coinbase account to announce the end of such support. If you do not sell or send such Digital Assets off the Coinbase Platform during this time, Coinbase reserves the right to withdraw such Digital Assets from your account and credit your Coinbase Account with the market value of a Supported Digital Asset or a fiat currency (which denomination will be selected in our reasonable discretion).
4.11 USDC Wallets
Where available, you may elect to buy USD Coin (“USDC”) from Coinbase , a Digital Asset issued by Circle Internet Financial (“Circle”) and supported by Coinbase . You are the owner of the balance of your “USDC Wallet”. Coinbase is not the issuer of USDC, does not hold reserves for USDC, and has no obligation to repurchase your USDC for USD. You can redeem your USDC with Circle, and Coinbase may also elect to repurchase your USDC in exchange for USD. You agree to be bound by the terms of the Circle USDC User Agreement (located at (https://support.usdc.circle.com/hc/en-us/articles/360001233386-Circle-USDC-User-Agreement), which provides additional obligations, undertakings, and limitations with respect to USDC.
4.12 Recurring Digital Asset Transactions.
If you set up a recurring purchase of a Supported Digital Asset (a “Future Transaction”), you authorise us to initiate recurring electronic payments in accordance with your selected Digital Asset Transaction and any corresponding payment accounts, such as direct debits from, or credits to, your linked bank account. This authorisation will remain in full force and effect until you change your Future Transaction settings or until you provide us with written notice via https://help.coinbase.com. Your Future Transactions will occur in identical, periodic installments, based on your period selection (e.g., daily, weekly, monthly), until either you or Coinbase cancels the Future Transaction.
If you select a bank account as your payment method for a Future Transaction, and such transaction falls on a weekend or public holiday in the location in which the relevant bank is located, or after the relevant bank’s business hours, the credit or debit will be executed on the next business day, although the Digital Asset fees at the time of the regularly-scheduled transaction will apply. If your bank is unable to process any payment to Coinbase, we will notify you of cancellation of the transaction and may avail ourselves of remedies set forth in this Agreement to recover any amount owed to Coinbase. You agree to notify Coinbase in writing of any changes in your linked bank account information prior to a Future Transaction.
4.13 Supplemental Protocols Excluded.
Unless specifically announced on the Site, or otherwise as set forth in this Agreement, 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 staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a Supported Digital Asset (collectively, “Supplemental Protocols”). Do not use your Coinbase Account to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such Supplemental Protocols, as the Coinbase Platform is not configured to detect, secure, or process these transactions and functionalities. Any attempted transactions in such items will result in loss of the item.
You acknowledge and agree that other than as set forth in this Agreement, Supplemental Protocols are excluded from Supported Digital Assets and that Coinbase India or Coinbase has no liability for any losses related to Supplemental Protocols.
4.14 Operation of Digital Asset Protocols.
Coinbase does not own or control the underlying software protocols which govern the operation of Digital Assets. 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 do not guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Digital Asset you store in your Digital Asset Wallet may change.
In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (including “forks”). Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Asset you store in your Digital Asset Wallet. Coinbase India or Coinbase does not control the timing and features of these 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 India or Coinbase in determining whether to continue to transact in the affected Digital Asset using your Coinbase Account. In the event of any such operational change, Coinbase India and Coinbase reserves the right to take such steps as may be necessary to protect the security and safety of assets held on the Coinbase Platform, including, without limitation, temporarily suspending operations for the involved Digital Asset(s), and other necessary steps; Coinbase India and Coinbase will use its best efforts to provide you notice of its response to any material operating change; however, such changes are outside of Coinbase India ’s or Coinbase control and may occur without notice to Coinbase India and Coinbase. Coinbase or Coinbase India’s or 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 is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that Coinbase has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported Digital Assets or protocols. You further acknowledge and accept that Coinbase has no responsibility to support new Digital Asset forks or operating changes for Digital Assets.
4.15 Fungibility of Certain Digital Assets.
You acknowledge and agree that Coinbase may hold Supported Digital Assets in your Digital Asset Wallets in a variety of different ways, including across multiple blockchain protocols, such as layer two networks, alternative layer one networks, or side chains. In connection with its holding of Supported Digital Currencies in your Digital Asset Wallets, Coinbase may transfer such Digital Assets off of the primary blockchain protocol and hold such Digital Assets on shared blockchain addresses, controlled by Coinbase, on alternative blockchain protocols in forms compatible with such protocols. You agree that all forms of the same Digital Assets that are held and made available across multiple blockchain protocols may be treated as fungible and the equivalent of each other, without regard to (a) whether any form of such Digital Assets is wrapped or (b) the blockchain protocol on which any form of such Digital Assets is stored.
4.16 Digital Asset Storage & Transmission Delays.
Coinbase securely stores Digital Asset private keys, in a combination of online and offline storage. Our security protocols may delay the initiation or crediting of a Digital Asset Transaction.
4.17 Third party Payments.
We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or receive from, or sell or transfer to, any third party (including other users of the Digital Asset Services). We are not responsible for ensuring that a third party buyer or a seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, any third party using Digital Assets transferred using the Digital Asset Services, or if you have a dispute with such a third party, you should resolve the dispute directly with that third party.
If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Coinbase India Support at: trust@coinbase.com so that we may consider what action to take, if any.
4.18 Coinbase Vaults.
Coinbase does not support the use of multisig vaults. You may elect to use other services, such as the Coinbase Vault, which allow you to set withdrawal time-delays and create other conditions around the custody and transfer of your Supported Digital Assets. Additional rules associated with such product(s) and service(s) may apply.
4.19 Digital Asset Title.
A. All Supported Digital Assets held in your Digital Asset Wallet are assets held by the Coinbase Group for your benefit as described below.
B. All Supported Digital Assets held in your Digital Asset Wallet are held by the Coinbase Group in custody on your behalf. You transfer legal title of the Digital Asset to Coinbase Group, but not beneficial ownership, therefore the beneficial interest in the Supported Digital Assets held in your Digital Asset Wallet remains with you at all times, except as provided herein. None of the Supported Digital Assets are Coinbase Group’s property or shall be loaned to Coinbase India or are subject to the claims of Coinbase Group creditors; Coinbase does not represent or treat assets in a user’s Digital Asset Wallet as belonging to Coinbase India. Except as required by applicable law, a facially valid court order or government direction, or except as provided herein, Coinbase will not sell, pledge, grant security in, transfer, loan, hypothecate, or otherwise alienate Digital Assets in your Digital Asset Wallet unless instructed by you other than as permitted in Section 5 of this Agreement or required to be used to satisfy any outstanding Fees, Interest, Commissions, Charges, Obligations, Margin Requirements for a Derivatives Transaction or the Margin Loan Margin requirements for a Margin Lending Transaction entered into by you in accordance with the terms of this Agreement or compelled by a court of competent jurisdiction to do so or government authority to do so..
C. As the beneficial owner of Supported Digital Assets in your Digital Asset Wallet, you shall bear all risk of loss of such Supported Digital Assets. No company within the Coinbase Group shall have any liability for fluctuations in the fiat currency value of Supported Digital Assets held in your Digital Asset Wallet.
D. Other than provided for in Sections 5.20-5.31 belownone of the Supported Digital Assets in your Digital Asset Wallet are the property of, or shall or may be loaned to, Coinbase India; Coinbase does not represent or treat assets in a user’s Digital Asset Wallets as belonging to Coinbase India. Except as required by a facially valid court order or government direction,, or except as provided herein, Coinbase will not sell, pledge, grant security in, transfer, loan, hypothecate, or otherwise alienate Digital Assets in your Digital Asset Wallet unless instructed by you other than as permitted in Section 5 of this Agreement or required to be used to satisfy any outstanding Fees, Interest, Commissions, Charges, Obligations, Margin Requirements for a Derivatives Transaction or the Margin Loan Margin requirements for a Margin Lending transaction entered into by you in accordance with the terms of this Agreement or compelled by a court of competent jurisdiction or government authority to do so.
E. You control the Supported Digital Assets held in your Digital Asset Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Supported Digital Assets by sending them to a different blockchain address controlled by you.
F. In order to more securely hold Supported Digital Assets, the Coinbase Group may use shared blockchain addresses, controlled by a member of the Coinbase Group, to hold Supported Digital Assets held on behalf of customers and/or held on behalf of Coinbase India. Customers’ Supported Digital Assets are segregated from Coinbase’s own Digital Assets or funds by way of separate ledger accounting entries for customer and Coinbase Group accounts. Notwithstanding the foregoing, Coinbase shall not have any obligation to use different blockchain addresses to store Supported Digital Assets owned by you and Supported Digital Assets owned by other customers or by Coinbase.
Coinbase India is under no obligation to issue any replacement Digital Assets in the event that any Digital Asset, password or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible.
4.20 Coinbase India may determine its response to a Distribution Event based on the instructions by Coinbase. “Distribution Event” shall mean an Air Drop, or some other issuance of rights, services or interests based on the holding of a Digital Asset or Margin, but shall not include any reward generated for on-chain staking from a proof of stake validation protocol. “Air Drop” means a distribution of a new token or tokens resulting from the ownership of a pre-existing token. These tokens are incremental units of the same or a new Digital Asset. The distributions are made as a result of holding a Digital Asset or Margin without any action taken by the holder of such Digital Asset or Margin.
5. DIGITAL ASSET DERIVATIVES SERVICES
5.1 In General.
Coinbase India facilitates and enables the trading of Digital Asset Derivatives between its customers on the Coinbase International Exchange Platform. The Digital Asset Derivatives Services enable you to enter into certain types of trading contracts that reference Digital Assets as the underlying reference asset (“Digital Asset Derivatives”). These Digital Asset Derivatives contracts are entered into between you and customers on the Coinbase Platform. Coinbase India allows you to trade on the basis of an agreed future price of a particular Digital Asset, with no fixed expiry date (each transaction of this nature being defined as a “Derivatives Transaction”).
5.2 Execution Only.
The Digital Assets Derivatives Services are an execution-only service. This means that, in using the Digital Assets Derivatives Services: (a) you can only enter into Derivatives Transactions with customers of the Coinbase Platform; (b) you cannot transfer Derivatives Transactions to other platforms, or enter into secondary trading in respect of them; and (c) any open Derivative Transaction positions in your Coinbase Account can only be closed on the Coinbase Platform.
RISKS
5.3 General.
Trading in Digital Asset Derivatives is high risk and highly speculative. This is particularly true given the volatile nature of Digital Asset markets. In entering into a Derivatives Transaction, you accept the full risk that you could lose all the Balance in a Derivatives Transaction, and the Margin that you post to support those Derivatives Transactions, and beyond that your Supported Digital Assets in your Coinbase Account.
5.4 Margin.
Derivatives Transactions require the posting of Margin and the maintenance of that as Digital Assets markets move, meaning that a movement of the market against you could result in you not holding adequate Margin in line with Coinbase India ’s margin requirements as notified to you on the Coinbase Platform from time to time (the “Margin Requirements”), and therefore be subject to partial liquidation or close-out of your positions, and thereby crystallising losses without you taking action. Accordingly, open Derivatives Transactions require ongoing monitoring and management to ensure you can manage your positions effectively.
5.5 Underlying.
No title ownership of Underlying Digital Asset. In entering into Derivatives Transactions you are not entering into a sale or purchase agreement to purchase Digital Assets themselves. A Derivatives Transaction does not give you any rights to receive any underlying Digital Asset. Instead it is a contract that provides an agreed position with respect to the future price of a Digital Asset that may result in a profit or a loss for you.
5.6 Index Pricing.
In order to provide pricing to carry out Derivatives Transactions and set Margin requirements, Coinbase India provides a suitable price for Supported Digital Assets on the CoinbasePlatform which is calculated by reference to a number of different price feeds from key liquid crypto markets globally. Coinbase calculates this price by taking the median of prices from these crypto markets in order to provide a price that seeks to appropriately reflect the market price. Market dynamics and the calculation of these prices mean that, although Coinbase will make efforts to ensure that its prices reflect the market to the extent possible, during exceptional market conditions, pricing may at times vary from the market and that could lead to Liquidations or Auto-Deleveraging. You should ensure that you monitor Coinbase price feeds and your Coinbase Account in order to manage your open Derivatives Transactions to avoid unintended consequences.
TRADING & MARGIN
5.7 Margin Requirements.
Coinbase Platform’s Margin Requirements are important with respect to your use of the Digital Asset Derivatives Services and you should familiarise yourself with them via the Coinbase Platform, prior to entering into any Derivatives Transaction. The Margin Requirements will set out how Margin is calculated, how to maintain appropriate Margin levels, deleveraging processes and close-out processes and when and how they are implemented, how the Insurance Fund operates, and other important requirements. By entering into a Derivatives Transaction you agree to comply with, and be subject to, the Margin Requirements in place at the time you enter into that Derivatives Transaction, and further you agree that Coinbase India may exercise rights, including on behalf of Derivative Transaction counterparties, as further described in the Coinbase Platform (for example around Liquidation and Auto-Deleveraging) with respect to your open Derivative Transaction positions and your Coinbase Account. Coinbase reserves the right to make amendments to the Margin Requirements in its sole discretion at any time without prior notice. The Margin Requirements which apply to any particular Derivatives Transaction will be those in force when the Derivatives Transaction is entered into by you.
5.8 Margin Levels and Requirements.
In entering into a Derivatives Transaction you must post and/or maintain certain levels of funds or assets in order to guarantee the open positions that you hold at any one time (“Margin”) by transferring the relevant Supported Digital Assets from your Digital Asset Wallet to the relevant account as set out on the Coinbase Platform. The requirements in relation to Margin for Derivatives Transactions, including full details of how Margin is calculated and what you must do to maintain your Margin, are set out in the relevant Margin Requirements applicable to that Derivative Transaction. Further, Margin may be posted in a range of different Supported Digital Assets (as notified to you from time to time via the Coinbase Platform), but some Supported Digital Assets may have less favourable terms for use as Margin to reflect their volatility and the liquidity of the markets they trade in, as further described in the relevant Margin Requirements.
5.9 Entering into a Derivatives Transaction.
To enter into a Derivatives Transaction, you must first place an order to enter into a Derivative Transaction on the Coinbase Platform (an “Order”), and post the “Initial Margin” for that Derivative Transaction, as quoted on the Coinbase Platform. The Initial Margin is the amount of assets that are required to be pledged to Coinbase to guarantee the position you are opening in relation to that Derivative Transaction. Initial Margin must be posted in USDC, or another Supported Digital Asset that Coinbase India allows to be used for Margin purposes (as set out on the Coinbase Platform from time to time). Once you have placed an Order and posted the relevant Initial Margin, Coinbase India will (in its sole and absolute discretion) either accept or not accept that Order. If the Order is accepted, that Derivatives Transaction is now open and contractually binding upon you. If the the total unencumbered Supported Digital Assets available in your Coinbase Account (“Balance”) are not sufficient to cover the Initial Margin for a particular Derivatives Transaction you wish to place an Order for, you will not be able to enter into that Derivatives Transaction.
5.10 Order Acceptance.
When you place an Order, Coinbase will review that Order and determine, based on a number of factors in its sole discretion, whether or not to accept or reject that Order. If an Order is accepted by Coinbase an open Derivative Transaction position will be reflected in your Coinbase Account and the Initial Margin posted for that Derivative Transaction will be locked to act as collateral for the Derivative Transaction. If an Order is rejected by Coinbase, you will be notified of that via your Coinbase Account, no open Derivative Transaction position will be reflected in your Coinbase Account, and the Initial Margin posted for that Order will become available to you again to use for an alternative Order. Coinbase and Coinbase India will not be liable for any loss suffered as a result of the non-execution of a Derivatives Transaction due to the Initial Margin not being posted.
5.11 Maintenance Margin.
Once you have entered into a Derivatives Transaction, in order to avoid “Liquidation” (i.e. your positions being closed via the Coinbase Platform to deleverage, in order to bring your Maintenance Margin above the required value), you must ensure that your Balance stays above the value of the Margin required to be maintained in your Coinbase Account to maintain your open Derivatives Transactions positions as the market moves (the “Maintenance Margin”). The Maintenance Margin required at any time to avoid Liquidation of your open Derivatives Transaction positions will be shown in your Coinbase Account, alongside the value of your Balance , to enable you to manage this. It is your responsibility to manage your Maintenance Margin and monitor it to avoid any Liquidation. If you do not maintain your Balance above the Maintenance Margin required at any time to support all your open Derivatives Transaction positions, Coinbase may liquidate any open positions in that Account using its “Automatic Liquidation Algorithm”, as set out at Section 5.12.
5.12 Automatic Liquidation Algorithm.
Coinbase India will suspend any user that does not meet their Maintenance Margin Requirement and, using its Liquidation Algorithm, will select such open Derivatives Transaction positions for close-out as it deems necessary for the Account to meet or exceed the Maintenance Margin requirement. The Automatic Liquidation Algorithm will submit orders for your Account for an equal and opposite Derivatives Transaction position, with losses or gains resulting from applying the Automatic Liquidation Algorithm being for your account.
5.13 Close-out Margin.
Once you have entered into a Derivatives Transaction, in order to avoid “Auto-Deleveraging” (i.e. your positions being closed via the backstop liquidity providers that Coinbase maintains a relationship with), you must ensure that your Balance stays above the value of the Margin required to be maintained in your Coinbase Account to avoid Auto-Deleveraging of your open Derivatives Transactions positions as the market moves (the “Close-out Margin”). The Close-out Margin required with respect to your open Derivatives Transaction positions will be shown in your Coinbase Account, alongside the value of your Balance, to enable you to manage this. If you do not maintain your Balance above the Close-out Margin required at any time to support all your open Derivatives Transaction positions), Coinbase may liquidate any or all open Derivatives positions in that Account by transferring the earmarked Positions to one or more “Liquidity Support Providers” accordance with Section 5.14.
5.14 Liquidity Support Provision.
If you fail to meet your Close-out Margin requirement at any time, Coinbase will suspend your access to your Coinbase Account, and, subject to Section 5.15 (Full Liquidation), transfer the necessary positions in the relevant Account to the Liquidity Support Providers in accordance with Section 5.16 (Liquidity Support Provider) until the Balance in your Account exceeds its Close-out Margin Requirement.
5.15 Full Liquidation.
If all Derivative Transaction positions in an Account have to be transferred to Liquidity Support Providers as the Balance in the Account is equal to or less than the Close-Out Margin requirement, then Coinbase will (subject to Section 5.17 (Insurance Fund)):
1, transfer the open Derivative Transaction positions to Liquidity Support Providers in accordance with Section 5.16 (Liquidity Support Provider); and
2. transfer the Balance in your Account to the Liquidity Support Providers and the Insurance Fund.
5.16 Liquidity Support Provider.
Where you fail to meet your Close-out Margin requirement, Coinbase will transfer your open Derivative Transaction positions to Liquidity Support Providers. Coinbase may incentivise Liquidity Support Providers to participate in the Liquidity Support Provider programme by providing discounts from Fees and such other incentives as it may publish from time to time.
5.17 Insurance Fund.
Coinbase will maintain an insurance fund (the “Insurance Fund”) on behalf of Coinbase India customers that enter into derivative trading transactions, designed to provide funding to cover any negative Balance positions that may occur in closing open Derivatives Transactions when the Digital Assets market is subject to periods of stress. It seeks to ensure that your Balance cannot become negative such that you become a debtor to the Coinbase Platform. The Insurance Fund is funded by utilising excess collateral that arises from any transactions on the Coinbase Platform that have been subject to Auto-Deleveraging. Whilst the Insurance Fund has been designed to operate even under periods of significant stress, Coinbase cannot guarantee that the Insurance Fund will cover all shortfalls that may occur in exceptional unforeseen circumstances, and accordingly you agree that, if the Insurance Fund is depleted during a period of exceptional trading conditions, if you hold open positions at that time which are in profit, you may be subject to Liquidation solely to the extent necessary in order to fund shortfalls of other accounts that are in negative Balance.
5.18 Auto-Deleverage.
If your open Derivatives Transaction positions cannot be transferred to Liquidity Support Providers on the basis that the Liquidity Support Provider fund is insufficient and provided that Section 5.17 (Insurance Fund) does not apply, a part of those Derivatives Transaction position(s) will be transferred to all other users in proportion.
SECURITY INTEREST
5.19
All Margin and all other Digital Assets, securities, INR, financial assets, security entitlements, general intangibles and other property delivered by you to the Coinbase Platform, including without limitation, in your Coinbase Account and any Locked Capital Account (“Collateral”) shall be held by Coinbase India , notwithstanding any provision or instructions to the contrary, as security on a continuous basis and shall be subject to a general lien and right of set-off in favour of Coinbase India for any and all of your obligations, liabilities or monies whatsoever at any time now or hereafter owing, due, incurred or payable by you to Coinbase India under this Agreement or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety (“Obligations”). In addition, as continuing security for the Obligations, you hereby charge by way of first fixed charge and assign by way of security (the “Security Interest”), in favour of Coinbase India , all of your rights, title and interest in the Collateral.
5.20
Without prejudice to Coinbase India ’s rights under this Agreement (including, without limitation, Coinbase India ’s rights pursuant to a Liquidation, Sections 5.23 – 5.27 below and/or the occurrence of any event giving Coinbase India the right to terminate this Agreement under Section 9.1), you agree that Coinbase India shall have the right to sell, transfer, loan, hypothecate, rehypothecate or pledge any Collateral allocated to your Coinbase Account without first being instructed by you.
5.21
Upon any such use of Collateral under Section 5.20, you have a right against Coinbase India for the delivery of equivalent assets of an identical amount, type, nominal value and description (“Equivalent Collateral”). Coinbase India may deliver such Equivalent Collateral to you by crediting them to your Coinbase Account to be held subject to the terms of this Agreement, including, without limitation, Sections 5.19 – 5.22. Subject to your compliance with the Margin Requirements, Coinbase India will use commercially reasonable efforts to promptly return such Equivalent Collateral to your Coinbase Account.
5.22
The Security Interest is a continuing security and will remain in full force and effect notwithstanding any settlement, compromise or intermediate payment made in respect of your Obligations. Notwithstanding any other terms of this Agreement, no part of the Collateral may, unless and until your Obligations have been duly paid and discharged in full, be withdrawn, assigned or otherwise disposed of or encumbered except where you have requested and obtained Coinbase India ’s prior consent.
5.23
For the purpose of perfecting and ensuring the first priority of the Security Interest and otherwise enabling Coinbase India to enjoy, exercise or enforce its rights, powers or discretions as a secured party you will, upon Coinbase India ‘s request and at your own expense, execute or cause to be executed all such transfers, assignments, powers of attorney, assurances, representations and warranties and other documents and do or cause to be done all such other acts and things as Coinbase India may reasonably request. You hereby irrevocably authorise and appoint, by way of security, Coinbase India as your attorney (with full power of substitution) to: (a) execute on your behalf and in your name or otherwise any such transfers, assignments, powers of attorney, assurances, representations and warranties and other documents; and (b) to do all such other acts and things on your behalf (whether you have performed those acts or things or not) and in your name or otherwise; in each case at such time and in such manner as Coinbase India thinks fit for the purpose of perfecting or enforcing the Security Interest as described above. You hereby ratify and confirm and agree to ratify and confirm anything that Coinbase India , as your attorney, does or purports to do in the exercise of the power of attorney granted by you under this Clause 5.23.
5.24
If at any time the your Balance falls below the Maintenance Margin, Coinbase may enforce the Security Interest by means of Liquidation pursuant to Section 5.11 of this Agreement.
5.25
If at any time the your Balance falls below the Close-out Margin, Coinbase may enforce the Security Interest by means of Auto-Deleveraging pursuant to Sections 5.13 to 5.18 of this Agreement.
5.26
If at any time an Event of Default occurs with respect to you,Coinbase may immediately enforce the Security Interest without notice or further demand.
5.27
In exercising its rights to enforce the Security Interest, Coinbase shall be entitled, without notice or further demand, immediately to exercise all the rights, powers and remedies possessed by it according to law as chargee and assignee of the Collateral and to: (A) demand and receive all and any monies due under or arising out of the Coinbase Accounts; (B) exercise in relation to the Collateral all such rights as you were then entitled to exercise in relation to the Collateral or might exercise; and (C) apply, set-off or transfer all or any part of the Collateral in or towards the payment or other satisfaction of the Obligations or any part of them.
5.28
In exercising its rights to enforce the Security Interest and without limiting any other rights or remedies under this Agreement or under statute, you hereby irrevocably authorise Coinbase India to sell, appropriate or otherwise realise any and all Collateral and to apply the proceeds of sale in order to satisfy your Obligations in such order and manner as it thinks fit, including in or towards payment of all costs and expenses incurred by Coinbase India in connection with such sale or realisation. If Coinbase India exercises its right of appropriation to any Collateral it shall be entitled to determine its value in good faith and in a commercially reasonable manner.
5.29
USERS WHO DO NOT UNDERSTAND LEVERAGE OR MARGIN TRADING, OR DO NOT INTEND TO ACTIVELY MANAGE THEIR PORTFOLIO, SHOULD NOT ENGAGE IN DERIVATIVES TRANSACTIONS. FOR FURTHER INFORMATION ON HOW YOUR MARGIN REQUIREMENT WORKS SEE COINBASE MARGIN POLICY.
5.30
COINBASE INDIA AND ITS AFFILIATES DO NOT TAKE ANY RESPONSIBILITY WHATSOEVER FOR ANY LOSSES OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY DIGITAL ASSET DERIVATIVES SERVICES OFFERED ON THE PLATFORM OR YOUR FAILURE TO UNDERSTAND THE RISKS ASSOCIATED WITH DERIVATIVES TRANSACTIONS TRADING.
6. TRANSACTIONS LIMITS
6.1 General.
Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors including how much leverage you are maintaining within your Coinbase Account. We reserve the right to change applicable limits as we deem necessary.
6.2 Digital Asset Services.
The use of the Digital Asset Services is subject to a limit on the volume, stated in INR or other fiat currency, USDC or other Digital Assets, you may transact or transfer in a given period (e.g. daily). Please see Appendix 1 (Verification Procedures and Limits) for further details. To view your limits, login to your Coinbase Account and visithttps://www.Coinbase.com/verifications.
6.3 Digital Asset Derivatives Services.
The Digital Asset Derivatives Services are subject to certain specific restrictions on placing orders for new Derivatives Transactions as may be determined by Coinbase India from time to time, in order to ensure appropriate liquidity provision and to ensure appropriate risk management. You agree that we may operate such restrictions as we see fit, acting reasonably.
7. EVENT OF DEFAULT – IN RELATION TO DIGITAL ASSET DERIVATIVES SERVICES
It shall be an Event of Default under this Agreement if:
7.1
the Margin with respect to your Coinbase Account falls below applicable Margin Requirements as prescribed by Coinbase India ;
7.2
you have failed to comply with or perform any of your obligations hereunder, whether in respect of your Coinbase Account, any Derivatives Transactions or otherwise, and/or you have failed to comply with or perform any obligation under this Agreement or any other agreement with Coinbase India relating to services provided by Coinbase India to you (including without limitation your failure to make, when due, any payment or delivery required to be made by you under this Agreement, this Agreement or otherwise);
7.3
any representation, warranty, agreement or undertaking made by you to Coinbase India (whether under or in connection with this Agreement or any other material statement made by you in or in connection with the same is untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform Coinbase India of the true position as soon as reasonably practicable;
7.4
In the event that you are an individual – you become deceased, bankrupt or commence action (or have any action commenced against you) to place you into bankruptcy or personal insolvency or you are otherwise unable to pay your debts as and when they fall due;
7.5
In the event that you are acting on behalf of a partnership – any of the partners thereof shall become deceased, bankrupt or commence action (or have any action commenced against them) to place them into bankruptcy or personal insolvency or are otherwise unable to pay their debts as and when they fall due or if any action is commenced to dissolve the partnership;
7.6
In the event that you are a corporation or are acting on behalf of a corporation – the corporation shall be unable to pay its debts as and when they fall due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;
7.7
any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached Applicable Laws or steps are taken by any person to enforce any security interest against you;
7.8
a credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you (whether by Coinbase India or a third party) or Coinbase India otherwise reasonably believes that you have used the Digital Asset Derivatives Services with improper intent, which Coinbase India , acting in good faith and a commercially reasonable manner, believes could reasonably result in reputational harm to Coinbase India , compromise the integrity of the markets maintained by Coinbase India and/or result in losses being sustained by other users; or
7.9
Coinbase India reasonably believes that any of the circumstances set out under Sections 7.1 – 7.8 above are likely to happen and Coinbase India also reasonably believes that any action described in Section 8 below is necessary, desirable or expedient to protect its interests or the interests of Coinbase India ’s other clients.
8. CONSEQUENCES OF AN EVENT OF DEFAULT – IN RELATION TO DIGITAL ASSET DERIVATIVES SERVICES
In the Event of Default, Coinbase India may (but is not obliged to) immediately or any time thereafter whilst the Event of Default is continuing, do any one or more of the following without prior notice:
8.1
suspend (indefinitely or otherwise) cancel or terminate any Coinbase Account, any services provided to you and/or Coinbase India ’s broader relationship with you or prohibit you from opening any Coinbase Account and/or accelerate any and all of your liabilities to Coinbase India (including any and all fees, interest, commission, and charges owed by you to Coinbase India ) so that they shall become immediately due and payable;
8.2
liquidate, accelerate, and/or close out any outstanding Transaction (including any Transaction which has yet to be settled on the date on which Coinbase India terminates such Transaction) by determining its value in good faith and in its absolute discretion as of the date of such liquidation, acceleration or close-out as soon as practicable thereafter;
8.3
at such times and manner as Coinbase India may reasonably determine based on, but not limited to, market conditions and portfolio health, sell or otherwise transfer any Digital Assets or other property which Coinbase India may hold for you or which has been transferred to Coinbase India by you and apply the proceeds to the discharge of your obligations, subject to Coinbase India ’s rights to set-off and net amounts owed as between you and Coinbase India as set out under Section 2.11 of this Agreement or otherwise under this Agreement or Applicable Laws;
8.4
vary the applicable Margin Requirement and/or liquidate or exercise its power to sell the Margin or part thereof at a price which Coinbase India deems appropriate in the circumstances;
8.5
apply any amounts of whatsoever nature standing to your credit against any amounts which you owe Coinbase India (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise Coinbase India ’s rights of netting and set-off as set out under Section 2.11 of this Agreement or otherwise under this Agreement or Applicable Laws;
8.6
demand any shortfall after the application of Section 8.5 above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by Coinbase India ;
8.7
restrict your ability to withdraw any Digital Assets from any Coinbase Account;
8.8
in the event that Coinbase India determines that the user is in Event of Default under Section 7.8 of this Agreement, Coinbase India reserves the right (without liability to the user or any third party) to unwind or reverse any Transactions, freeze any or all amounts allocated to user’s Coinbase Account, and/or deduct any amounts allocated to user’s Coinbase Account that relate to or arise out of any Transactions entered into by the user in connection with any of the circumstances referred to in Section 7.8.
8.9
To the extent permitted under Applicable Law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in your Coinbase Account including, but not limited to, legal counsel’s fees incurred and payable or paid by Coinbase India , and shall be responsible for any other reasonable costs and expenses incurred by Coinbase India in exercising any of its rights under this Section 8 pursuant to any Event of Default.
9. SUSPENSION, TERMINATION, AND CANCELLATION
9.1 Suspension, Termination and Cancellation.
We may: (a) refuse to complete, or place on hold, block, cancel or reverse a transaction you have authorised (even after funds have been debited from your Coinbase Account), (b) suspend, restrict, or terminate your access to any or all of the Coinbase Services, and/or (c) deactivate or cancel your Coinbase Account with immediate effect for good reason, including, but not limited to where:
a. we are required by a governmental authority to do so;
b. you fail to pay fees within 7 days of the due date;
c. you are, or appear to be, unable to meet your obligations in respect of one or more trades;
d. you are subject to an insolvency event of any type (as determined in our absolute discretion);
e. you do not trade on Coinbase India for three months;
f. any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached Applicable Laws or steps are taken by any person to enforce any security interest against you;
g. you are in breach of this Agreement; or
h. we otherwise feel it is necessary in order to protect us or the Coinbase Platform.
9.2
We may also refuse to complete or block, cancel or reverse a transaction you have authorised where there is insufficient Digital Assets in your Digital Asset Wallet to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction or if your credit or debit card or any other valid payment method linked to your Coinbase Account or Digital Asset Wallet is declined.
9.3
We reserve the right to take such measures as may be necessary to protect the integrity and security of Digital Assets and the Coinbase Services generally, including (but not limited to) temporarily suspending the Coinbase Services for a specified or indefinite period of time. Where it is practically and commercially feasible to do so, we will use our best efforts to provide you with notice of any such operational changes, however, such disruption may be a consequence of matters outside of our control and may occur without notice to us. Our response to any material operating change is subject to our absolute and sole discretion If we are unable or refuse to complete any attempted transaction in circumstances where the Coinbase Services are suspended, we bear no liability for any purported or actual loss arising as a consequence of your inability to effect transactions during the time whereby the Coinbase Services (or your Account) are suspended.
9.4
If we suspend, restrict or close your Coinbase Account, and / or terminate your use of Coinbase Services, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure, and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure of your Coinbase Account. In the event that we refuse to complete a transaction and / or suspend your Coinbase Account we will lift the suspension or complete the transaction as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.
Notwithstanding the foregoing, we may suspend, restrict, or terminate your access to any or all of the Coinbase Services and/or deactivate or cancel your Coinbase Account, without reason by giving you two months’ notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Coinbase Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that Coinbase India is under no obligation to disclose the details of its risk management and security procedures to you.
9.5
Consequences of Termination or Suspension. On termination of this Agreement for any reason, unless prohibited by applicable law or by any court or other order to which Coinbase India is subject in any jurisdiction, you are permitted to access your Coinbase Account for ninety (90) days thereafter for the purposes of closing out Derivatives Transactions, and/or transferring Supported Digital Assets out of your Digital Asset Wallet(s) and/or out of the Coinbase Platform.
You are not permitted to use the Coinbase Services or your Coinbase Account for any other purposes during these periods and we may, at our discretion, limit the functionality of the Coinbase Platform or access to the Site for you accordingly.
If we suspend or close your Coinbase Account or terminate your use of Coinbase Services for any reason, we reserve the right to require you to re-complete the procedures outlined at Section 3.3 (Identity Verification) before permitting you to transfer or withdraw Supported Digital Assets. You may close your Coinbase Account at any time by visiting:https://help.coinbase.com/en/coinbase/managing-my-account/update-my-account/how-can-i-close-my-account.. You will not be charged for closing your Coinbase Account, although you will be required to pay any outstanding amounts owed to us. You authorise us to cancel or suspend any pending transactions at the time your account is closed.
9.6
Coinbase may discontinue or change any product, service, or feature, in its sole discretion, at any time. You agree that we may transfer you to a product or service that is reasonably similar to the discontinued or changed product or service, to the extent such product or service exists. We will provide you with prior notice of material changes, discontinuation, or the transfer related to a product, service, or feature, to the extent required or applicable.
10. LIABILITY
10.1 Release of Coinbase India.
If you have a dispute with one or more users of the Coinbase Services (other than Coinbase India ), you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives, will be liable for any claims, demands and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes.
10.2 Indemnification.
You agree to indemnify us, our affiliates and service providers, and each of our, or their, respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and / or our enforcement of this Agreement (including without limitation your breach of our Prohibited Use Policy or your violation of any law, rule or regulation, or the rights of any third party.
10.3 Limitations of Liability.
Coinbase India ’s total aggregate liability to you for any individual claim or series of connected claims for losses (whether such losses are contingent, consequential or direct losses), costs, liabilities or expenses which you have suffered or may suffer arising out of, or in connection with, any breach by Coinbase India of this Agreement shall be limited to a maximum aggregate value of the combined value of the Supported Digital Assets in your Digital Asset Wallet at the time of the breach by Coinbase India giving rise to your claim. Where we are considering a specific claim relating to a specific transaction, this sum shall be further limited to the purchase / sale amount (as relevant) of the transaction in dispute.
10.4 Limitation of loss.
In addition to the liability cap at Section 10.3 (Limitations of Liability) above, in no event shall we, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement or otherwise:
A. any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same; or any damages arising out of or relating to Digital Assets that are not Supported Digital Assets. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a Digital Asset Transaction properly, your damages are limited to no more than the value of the Supported Digital Assets at issue in the transaction, or the total value of the Supported Digital Assets on deposit in your Coinbase Account(s), and that you may not recover for any “loss” of anticipated trading profits or for any actual trading losses made as a result of the failure to buy or sell the Supported Digital Assets;
B. any loss of, or damage to, reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same;
C. any loss of use of hardware, software or data and / or any corruption of data; as well as and including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of Digital Asset price data; any error, delay or interruption in the transmission of such data; viruses or other malicious software obtained by accessing our websites, software, systems operated by us or on our behalf or any of the Coinbase Services or any website or services linked to our websites; glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems operated by us or on our behalf or any of the Coinbase services; suspension or other action taken with respect to your Coinbase Account; and
D. any loss or damage whatsoever which does not arise directly as a result of our breach of this Agreement (whether or not you are able to prove such loss or damage).
10.5 Applicable law.
The limitation of liability in this Section 10 (Liability) is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the Coinbase Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractors’ negligence.
10.6 No Warranties.
The Coinbase Services, the Coinbase Platform and the Site are provided on an “as is” and “as available” basis, with no further promises made by us around availability of the Coinbase Services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises that access to the Site, any of the Coinbase Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.
Any materials, information, view, opinion, projection or estimate presented via the Site is made available by Coinbase for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of the materials, information, view opinion, projection or estimate provided on the Site and/or the Site. Accordingly, no warranty whatsoever is given by Coinbase India and no liability whatsoever is accepted by Coinbase India for any loss arising whether directly or indirectly as a result of you acting on any materials, information, view, opinion, projection or estimate provided in or made available through the Site and/or the Site.
The Coinbase Services, Coinbase Platform and Site are not intended to provide specific investment, tax or legal advice or to make any recommendations about the suitability of any investments or products for any particular investor. You should seek your own independent financial, legal, regulatory, tax or other advice before making an investment in the investments or products. In the event that you choose not to seek advice from a relevant adviser, you should consider whether the investment or product is suitable for you.
We will make reasonable efforts to ensure that Digital Asset Transactions, requests for debits and credits involving Digital Asset Wallets, bank accounts, credit and debit cards are processed in a timely manner but Coinbase makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts and credit cards are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the Coinbase Services and Site.
10.7 No Liability for Breach.
We are not liable for any breach of the Agreement, including delays, failure in performance or interruption of service, where they arise directly or indirectly from abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules.
11. SITE AVAILABILITY AND ACCURACY
11.1 Access & Availability.
Access to Coinbase Services may become degraded or unavailable during times of significant volatility or volume. This could result in limitations on access to your Coinbase Account or the Coinbase Services, including the inability to initiate or complete transactions and may also lead to support response time delays.
A. although we strive to provide you with excellent service, we do not guarantee that the Site or other Coinbase Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open or that your Coinbase Account will be accessible; and
B. please note that our customer support response times may be delayed, including during times of significant volatility or volume, especially for non-trust and safety issues.
Under no circumstances shall Coinbase India or Coinbase be liable for any alleged damages from or arising out of service interruptions, delays in processing transactions, inability to execute transactions, or lack of timely response from Coinbase customer support. For example, if you are locked out of your Coinbase Account, it is possible that the price of Digital Assets in your account might go down before your access is restored. Coinbase India or Coinbase shall not be liable for any alleged losses that you suffer from a drop in Digital Asset prices.
11.2 Website Accuracy.
Although we intend to provide accurate and timely information on the Site, the Site (including, without limitation, the Content (as defined below)) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.
In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions.
Links to third party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third party materials accessible or linked to from the Site.
12. CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION
12.1 Contact Coinbase.
If you have any feedback, questions, or complaints, contact us via our customer support team where available or our customer support webpage at https://help.coinbase.com.
12.2 Complaints.
If you have a complaint with Coinbase India , you agree to first contact our customer support team to attempt to resolve such a complaint. If we cannot resolve the complaint through our customer support team, you and we agree to use the complaints process set out in this Section 12.2. You agree to use this process before commencing any action as set out in Section 12.4. If you do not follow the procedures set out in this Section 12.2 before pursuing action under Section 12.4, we shall have the right to ask the relevant court/authority to dismiss your action/application unless and until you complete the following steps:
In the event of a complaint which has not been resolved through your contact with our customer support team, please use our complaint form to set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. The complaint form can be found at https://help.coinbase.com/en/contact-us/submit-a-complaint. We will acknowledge receipt of your complaint form after you submit it. The complaints process set out in this Section 12.2 is completed when Coinbase India responds to your complaint or forty-five (45) business days after the date we receive your complaint, whichever occurs first (subject to applicable law).
Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint.
12.3
If we have not been able to resolve your complaint via the complaint process set out in Section 12.2 above, you may escalate your complaint via the dispute processes set out in Section 12.4 below.
12.4
Both you and we agree that we shall not commence the dispute process set out in this Section 12.4 in relation to the whole or part of your complaint until the complaint process set out in Section 12.2 has been completed, although nothing in Section 12.2 or in this Section 12.4 shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. For complaints or disputes arising out of or in connection with this Agreement or the provision of Coinbase Services, the Coinbase Platform or the Site, that cannot be resolved via the complaint process set out in Section 12.2 above, you submit to the exclusive jurisdiction of the courts of competent jurisdiction at Delhi, India.
13. DATA PROTECTION
13.1 Personal Data.
You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided (or in the future provide) to us in relation to your employees and other associated individuals (if you are not an individual), in connection with this Agreement, or the Coinbase Services. We will process this personal data in accordance with the Privacy Policy, which shall form part of this Agreement. Accordingly, you represent and warrant that:
A. your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and such data are accurate, up to date and relevant when disclosed;
B. before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Policy, a copy of which is available here: Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided the individual with a copy of, or directed the individual towards a webpage containing that Privacy Policy (as amended from time to time); and
C. if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide updated copies of the Privacy Policy to, or re-direct towards a webpage containing the updated Privacy Policy, any individual whose personal data you have provided to us.