This Agreement is a contract between you and each of:

1. Coinbase Bermuda Limited ("CBBM”) an exempted company limited by shares incorporated in Bermuda with company number 202302164 and whose registered office address is 46 Reid Street, Suite 1H, Hamilton, HM12, Bermuda; and

2. Coinbase Bermuda Services Limited (“CBSL”) an exempted company limited by shares incorporated in Bermuda with company number 202302681 and whose registered office address is 46 Reid Street, Suite 1H, Hamilton, HM12, Bermuda,

together referred to as “Coinbase Bermuda”. References in this Agreement to "Coinbase Bermuda", "we", "our" or "us", are to  CBBM and/or CBSL as the case may be depending on which of the Coinbase entities are providing the services that you are receiving as outlined in this Agreement. References to "you" or "your" are to the person with whom Coinbase Bermuda 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 Bermuda from time to time, collectively, as the"Coinbase Bermuda Services", which can be accessed via the platform operated by Coinbase Bermuda (the “Coinbase Bermuda Platform”) (including the online platform which is accessible via the Site or at such location as may be prescribed by Coinbase Bermuda from time to time). Each of the Coinbase Services is provided by Coinbase Bermuda as set out in clause 2 below. “Digital Asset” means any digital asset (including a virtual currency or virtual commodity) 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 Bermuda 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 Bermuda 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 Bermuda Account and cease using the Coinbase Bermuda 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 Bermuda 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 Bermuda. 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 Bermuda Limited and Coinbase Bermuda Services Limited are regulated by the Bermuda Monetary Authority and each hold a Class F digital asset business licence under the Digital Asset Business Act 2018 (as amended) to conduct the digital assets business activities specified therein. Details of the licensed activities can be found on the Bermuda Monetary Authority website at https://www.bma.bm/regulated-entities.

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 Bermuda Services, you must be at least 18 years old and reside in a country in which the relevant Coinbase Bermuda 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.

This Section 2 describes the services that are being provided by CBBM and/or CBSL as indicated below.

2.1 Digital Asset Services provided by CBBM or CBSL (together, “Coinbase Bermuda”).

The following services (the "Digital Asset Services") may be provided to you by Coinbase Bermuda:

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 provided ONLY by CBBM.

CBBM 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 by CBBM to users that fulfill certain eligibility criteria.  You acknowledge CBBM does not provide investment, legal, or tax advice governing or in relation to the the Digital Asset Derivatives Services.

2.3 Additional Coinbase Bermuda 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 Bermuda 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 Bermuda Vault” as further described in Section 4.18. Unless otherwise noted, all references to Digital Asset Wallet include Coinbase Bermuda Vault. You may also elect to use Coinbase Bermuda Wallet (an unhosted wallet service). 2.4 Several Liability. You agree that the liability of each of CBBM and CBSL under this Agreement is several and not joint, and each of CBBM and CBSL shall be liable only for their own respective obligations under this Agreement, and solely in respect of the Coinbase Bermuda Services delivered by them, and any respective breaches by them of those obligations. This means that each of them are responsible to you for their own breaches of this Agreement, and not for each other’s breaches.

2.5 Fees, Interest, Commissions and Charges.

You agree to be responsible for the payment of and pay all fees. A full list of fees for Coinbase Bermuda 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.

2.6 Payment

You shall promptly pay all of Coinbase Bermuda’s fees, interest, commissions and/or other charges at such rates and in such manner as Coinbase Bermuda may impose and stipulate from time to time with respect to the execution and/or performance of any Coinbase Bermuda Services or otherwise for the maintenance of your Coinbase Bermuda Account (as defined below) or the provision of any service to you or in connection with your Coinbase Bermuda Account.

2.7 Variation of Fees

Coinbase Bermuda 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 Bermuda Platform or individually notified via email or other modes of communication as Coinbase Bermuda 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.

2.8 Settlement 

All commissions, interest, fees, charges or other amounts owed by you to Coinbase Bermuda may be settled by Coinbase Bermuda at its sole and absolute discretion on the day they fall due by debiting your Coinbase Bermuda Account with the relevant amount payable by you. In the event that there are insufficient Digital Assets in your Coinbase Bermuda 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 Bermuda (or either of CBBM or CBSL, as applicable).

2.9 Interest

Coinbase Bermuda shall be entitled at its sole and absolute discretion to charge interest on any amount due to Coinbase Bermuda from you to such rate and calculated and/or compounded in such manner as Coinbase Bermuda may impose and determine from time to time and to debit any Coinbase Bermuda Account in respect of the interest due.

2.10 Deductions and Withholdings 

All amounts owed to Coinbase Bermuda shall be settled in such Digital Assets as solely determined by Coinbase Bermuda 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 Bermuda shall be increased by such amount as shall result in Coinbase Bermuda receiving an amount equal to the amount Coinbase Bermuda should have received in the absence of such deduction or withholding.

2.11 Taxes 

Any applicable taxes, duties, disbursements, costs and/or other expenses incurred by Coinbase Bermuda in connection with providing the Digital Asset Derivatives Services to you or otherwise in connection with your Coinbase Bermuda Account shall be fully reimbursed by you.

2.12 Repayment 

If for any reason Coinbase Bermuda cannot effect payment or repayment to you in a particular Digital Asset in which payment or repayment is due, Coinbase Bermuda may affect payment or repayment in an equivalent amount of any other Digital Assets selected by Coinbase Bermuda based on a rate of exchange solely determined by Coinbase Bermuda, acting reasonably, in respect thereof at the relevant time.

2.13 Set off

Without prejudice to any right of set-off under this Agreement or applicable law, you acknowledge and agree that CBBM and/or CBSL 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 Bermuda Services Services and/or any other Coinbase Bermuda Services provided to you through the Coinbase Bermuda 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 CBBM and/or CBSL.

2.14 Coinbase Bermuda Group

In this Agreement, “Coinbase Bermuda Group” means Coinbase Bermuda and its corporate affiliates. 

3. ACCOUNT SETUP.

3.1 Registration of Coinbase Bermuda Account.

To use the Coinbase Bermuda Services, you will need to register for a Coinbase Bermuda account (a "Coinbase Bermuda 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 Bermuda Account, you agree and represent that you will use the applicable Coinbase Bermuda Services only for yourself, and not on behalf of any third party. Each customer may register only one Coinbase Bermuda account. You are fully responsible for all activity that occurs under your Coinbase Bermuda Account. We may, in our sole discretion, refuse to open a Coinbase Bermuda Account for you, or suspend or terminate any Coinbase Bermuda Accounts (including but not limited to duplicate accounts) or suspend or terminate the trading of specific Digital Assets in your Coinbase Bermuda Account or the sending of Digital Assets from your Coinbase Bermuda 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 Bermuda Account or at any time deemed necessary) for the purposes of identity verification, providing the Coinbase Bermuda Services to you (including the establishment of applicable limits), and the 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, telephone 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, routing number, 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 Bermuda is required to collect from time to time under applicable law.

You may also be required to undergo “Enhanced Due Diligence”, where Coinbase Bermuda may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with Coinbase Bermuda staff so that Coinbase Bermuda 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 Bermuda 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 Bermuda’s evaluation of you for the purposes of your registration for a Coinbase Bermuda Account or the provision of Coinbase Bermuda Services to you. You undertake to promptly notify in writing and provide Coinbase Bermuda 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 Bermuda 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 Bermuda 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 Bermuda or its service provider for as long as you have a Coinbase Bermuda Account, solely to help them identify you or your wireless device and to prevent fraud.

4. DIGITAL ASSET SERVICES PROVIDED BY COINBASE BERMUDA.

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 Bermuda Platform, before sending a significant amount of Supported Digital Assets outside the Coinbase Bermuda Platform. You may not be able to send Supported Digital Assets off the Coinbase Bermuda Platform until the funds for the purchase of the Supported Digital Asset have settled to Coinbase Bermuda.

The Digital Asset Exchange Service enables you to buy Supported Digital Assets on the Coinbase Bermuda Platform using other types of Supported Digital Assets in your Digital Asset Wallet.

Conversely, when you sell Supported Digital Assets on the Coinbase Bermuda 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 Bermuda facilitates and enables the purchase and sale of Supported Digital Assets on the Coinbase Bermuda Platform. [The Digital Asset Service enables you to buy Supported Digital Assets on the Coinbase Bermuda Site using:

• Central bank issued currency (such as EUR or GBP) supported by Coinbase Bermuda; and/or

• Other types of Supported Digital Assets in your Digital Asset Wallet.

Conversely, when you sell Supported Digital Assets on the Coinbase Bermuda Platform, you may elect to receive:

• Central bank issued currency (such as EUR or GBP) supported by Coinbase Bermuda; and/or

• 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 EUR or GBP) supported by Coinbase Bermuda. 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.

4.3 Transaction Fulfillment.

We will make reasonable efforts to fulfil all purchases of Supported Digital Assets, but in some circumstances, we may be unable to. If this is the case, we 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 Bermuda 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:

• current market conditions, including levels of activity and volatility;

• time period between different quotes and between quoted and traded prices;

• information regarding price movement in related contracts, the release of economic data or other relevant news;

• manifest error;

• whether there is any indication that the trade in question triggered stops or resulted in the execution of spread trades;

• whether another market user or client relied on the price;

• any other factor which Coinbase Bermuda, 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 Bermuda's fees and the way fees are calculated can be found on our ‘International 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 Bermuda 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 Bermuda’s Exchange Rates on our ‘International 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 Bermuda 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 Bermuda reserves the right to suspend access to any and all Coinbase Bermuda Services until such insufficient payment is addressed.

4.8 Digital Asset Transactions.

We will process Digital Asset Transactions in accordance with the instructions we receive 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 Bermuda Group Account, we will invite the recipient to open a Coinbase Bermuda Account. If the recipient does not open a Coinbase Bermuda 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 miner fees at our discretion, although we will always notify you of the miner fees at (or before) the time you authorise the Digital Asset Transaction. A full list of Coinbase Bermuda's miner fees can be found on our ‘Pricing and Fees Disclosures’ page on the Site. Miner fees for each individual transaction will be disclosed to you at the time of purchase on the checkout page. When you or a third party sends Digital Assets to a Coinbase Bermuda Digital Asset Wallet from an external wallet not hosted on Coinbase Bermuda (an “Inbound Transfer”), the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of miner 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 Bermuda or the Supported Digital Assets protocol to credit the Inbound Transfer to your Coinbase Bermuda Account (e.g., a “Destination Tag/Memo”). Non-payment of miner fees may cause your transaction to remain in a pending state outside of Coinbase Bermuda’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 Bermuda 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 Bermuda bears no responsibility and is not liable for any unsupported asset that is sent to a wallet associated with your Coinbase Bermuda 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:

• 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.

• 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 visit https://help.Coinbase.com.

4.10 Ending support of a Digital Asset.

Coinbase Bermuda may in its sole discretion terminate support for any Digital Asset. Coinbase Bermuda 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 Bermuda account to announce the end of such support. If you do not sell or send such Digital Assets off the Coinbase Bermuda Platform during this time, Coinbase Bermuda reserves the right to withdraw such Digital Assets from your account and credit your Coinbase Bermuda 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 Bermuda, a Digital Asset issued by Circle Internet Financial (“Circle”) and supported by Coinbase Bermuda. 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 Bermuda 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.

4.11 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 instalments, 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 Bermuda 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 Bermuda 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 Bermuda has no liability for any losses related to Supplemental Protocols.

4.14 Operation of Digital Asset Protocols.

Coinbase Bermuda 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 Bermuda 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 Bermuda in determining whether to continue to transact in the affected Digital Asset using your Coinbase Bermuda Account. In the event of any such operational change, Coinbase Bermuda reserves the right to takes such steps as may be necessary to protect the security and safety of assets held on the Coinbase Bermuda Platform, including, without limitation, temporarily suspending operations for the involved Digital Asset(s), and other necessary steps; Coinbase Bermuda will use its best efforts to provide you notice of its response to any material operating change; however, such changes are outside of Coinbase Bermuda’s control and may occur without notice to Coinbase Bermuda. Coinbase Bermuda’s response to any material operating change is subject to its sole discretion and includes deciding not to support any new Digital Asset, fork, or other actions.

You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that Coinbase Bermuda 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 Bermuda 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 Bermuda 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 Bermuda 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 Bermuda may transfer such Digital Assets off of the primary blockchain protocol and hold such Digital Assets on shared blockchain addresses, controlled by Coinbase Bermuda, 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 Bermuda 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 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 Bermuda Support at: trust@coinbase.com so that we may consider what action to take, if any.

4.18 Coinbase Bermuda Vaults.

Coinbase Bermuda does not support the use of multisig vaults. You may elect to use other services, such as the Coinbase Bermuda 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.

All Supported Digital Assets held in your Digital Asset Wallet are assets held by the Coinbase Bermuda Group for your benefit on a custodial basis. Among other things, this means:

• Title to Supported Digital Assets shall at all times remain with you and shall not transfer to any company in the Coinbase Bermuda Group. As the 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 Bermuda Group shall have any liability for fluctuations in the fiat currency value of Supported Digital Assets held in your Digital Asset Wallet.

• None of the Supported Digital Assets in your Digital Asset Wallet are the property of, or shall or may be loaned to, Coinbase Bermuda; Coinbase Bermuda does not represent or treat assets in a user’s Digital Asset Wallets as belonging to Coinbase Bermuda. Coinbase Bermuda may not grant a security interest in the Supported Digital Assets held in your Digital Asset Wallet. Except as required by a facially valid court order, or except as provided herein, Coinbase Bermuda will not sell, transfer, loan, hypothecate, or otherwise alienate Digital Assets in your Digital Asset Wallet unless instructed by you or compelled by a court of competent jurisdiction to do so.

• 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.

• In order to more securely hold Supported Digital Assets, the Coinbase Bermuda Group may use shared blockchain addresses, controlled by a member of the Coinbase Bermuda Group, to hold Supported Digital Assets held on behalf of customers and/or held on behalf of Coinbase Bermuda. Customers’ Supported Digital Assets are segregated from Coinbase Bermuda’s own Digital Assets or funds by way of separate ledger accounting entries for customer and Coinbase Bermuda Group accounts. Notwithstanding the foregoing, Coinbase Bermuda 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 Bermuda.

Coinbase Bermuda 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.

5. DIGITAL ASSET DERIVATIVES SERVICES.

5.1 In General.

CBBM 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 Bermuda Platform. CBBM 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 Bermuda 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 Bermuda Account can only be closed on the Coinbase Bermuda 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 Equity 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 Bermuda 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 Bermuda’s margin requirements as notified to you on the Coinbase Bermuda 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 Bermuda provides a suitable price for Supported Digital Assets on the Coinbase Bermuda Platform which is calculated by reference to a number of different price feeds from key liquid crypto markets globally. Coinbase Bermuda 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 Bermuda 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 Bermuda’s price feeds and your Coinbase Bermuda Account in order to manage your open Derivatives Transactions to avoid unintended consequences. 

TRADING & MARGIN 

5.7 Margin Requirements.

CBBM'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 Bermuda 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 CBBM may exercise rights, including on behalf of Derivative Transaction counterparties, as further described in the Coinbase Bermuda Platform (for example around Liquidation and Auto-Deleveraging) with respect to your open Derivative Transaction positions and your Coinbase Bermuda Account. CBBM 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 Bermuda 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 Bermuda 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 Bermuda Platform (an “Order”), and post the “Initial Margin” for that Derivative Transaction, as quoted on the Coinbase Bermuda Platform. The Initial Margin is the amount of assets that are required to be pledged to CBBM 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 CBBM allows to be used for Margin purposes (as set out on the Coinbase Bermuda Platform from time to time). Once you have placed an Order and posted the relevant Initial Margin, CBBM 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 balance of your “Equity” (being the total unencumbered Supported Digital Assets available in your Coinbase Bermuda Account) 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 Bermuda 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 Bermuda an open Derivative Transaction position will be reflected in your Coinbase Bermuda Account and the Initial Margin posted for that Derivative Transaction will be [locked / transferred from your Coinbase Bermuda Account] to act as collateral for the Derivative Transaction. If an Order is rejected by Coinbase Bermuda, you will be notified of that via your Coinbase Bermuda Account, no open Derivative Transaction position will be reflected in your Coinbase Bermuda Account, and the Initial Margin posted for that Order will become available to you again to use for an alternative Order. Coinbase Bermuda 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 Bermuda Platform to deleverage, in order to bring your Maintenance Margin above the required value), you must ensure that the balance of your Equity stays above the value of the Margin required to be maintained in your Coinbase Bermuda 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 Bermuda Account, alongside the value of your Equity, 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 of Equity above the Maintenance Margin required at any time to support all your open Derivatives Transaction positions, your open Derivatives Transaction positions will be subject to Liquidation in accordance with Coinbase Bermuda’s Liquidation processes in place at the relevant time.

5.12 Automatic Liquidation Algorithm.

Coinbase Bermuda 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 Bermuda maintains a relationship with), you must ensure that the balance of your Equity stays above the value of the Margin required to be maintained in your Coinbase Bermuda 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 Bermuda Account, alongside the value of your Equity, to enable you to manage this. If you do not maintain your balance of Equity above the Close-out Margin required at any time to support all your open Derivatives Transaction positions), CBBM 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 Bermuda will suspend your access to your Coinbase Bermuda 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 Equity 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 Equity in the Account is equal to or less than the Close-Out Margin requirement, then Coinbase Bermuda will (subject to Section 5.17 (Insurance Fund)):

• transfer the open Derivative Transaction positions to Liquidity Support Providers in accordance with Section 5.16 (Liquidity Support Provider); and

• transfer the Equity 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 Bermuda will transfer your open Derivative Transaction positions to Liquidity Support Providers. Coinbase Bermuda 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 Bermuda will maintain an insurance fund (the “Insurance Fund”) on behalf of Coinbase Bermuda customers that enter into derivative trading transactions, designed to provide funding to cover any negative Equity 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 Equity cannot become negative such that you become a debtor to the Coinbase Bermuda Platform. The Insurance Fund is funded by utilising excess collateral that arises from any transactions on the Coinbase Bermuda Platform that have been subject to Auto-Deleveraging. Whilst the Insurance Fund has been designed to operate even under periods of significant stress, Coinbase Bermuda 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 Equity.

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, cash, financial assets, security entitlements, general intangibles and other property delivered by you to the Coinbase Bermuda Platform, including without limitation, in your Coinbase Bermuda Account and any Locked Capital Account (“Collateral”) shall be held by CBBM, 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 Bermuda 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 Bermuda 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 CBBM, all of your rights, title and interest in the Collateral.

5.20

Without prejudice to Coinbase Bermuda’s rights under this Agreement (including, without limitation, CBBM’s rights pursuant to a Liquidation, Sections 5.23 - 5.27 below and/or the occurrence of any event giving Coinbase Bermuda the right to terminate this Agreement under Section 9.1), you agree that CBBM shall have the right to sell, transfer, loan, hypothecate, rehypothecate or pledge any Collateral allocated to your Coinbase Bermuda Account without first being instructed by you.

5.21

Upon any such use of Collateral under Section 5.20, you have a right against CBBM for the delivery of equivalent assets of an identical amount, type, nominal value and description (“Equivalent Collateral”). Coinbase Bermuda may deliver such Equivalent Collateral to you by crediting them to your Coinbase Bermuda 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, CBBM will use commercially reasonable efforts to promptly return such Equivalent Collateral to your Coinbase Bermuda 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 CBBM’s prior consent.

5.23

For the purpose of perfecting and ensuring the first priority of the Security Interest and otherwise enabling CBBM to enjoy, exercise or enforce its rights, powers or discretions as a secured party you will, upon CBBM'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 CBBM may reasonably request. You hereby irrevocably authorise and appoint, by way of security, CBBM 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 CBBM 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 CBBM, 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 balance of your Equity falls below the Maintenance Margin, CBBM may enforce the Security Interest by means of Liquidation pursuant to Section 5.11 of this Agreement.

5.25

If at any time the balance of your Equity falls below the Close-out Margin, CBBM 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 Event of Default occurs with respect to you, CBBM may immediately enforce the Security Interest without notice or further demand.

5.27

In exercising its rights to enforce the Security Interest, CBBM 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 Bermuda 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 CBBM 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 CBBM in connection with such sale or realisation. If CBBM 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 BERMUDA’S MARGIN POLICY.

5.30

COINBASE BERMUDA 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 Bermuda Account. We reserve the right to change applicable limits as we deem necessary.

6.2 Digital Asset Services.

he use of the Digital Asset Services is subject to a limit on the volume, stated in EUR, GBP 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 Bermuda Account and visit https://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 CBBM 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 Bermuda Account falls below applicable Margin Requirements as prescribed by CBBM;

7.2

you have failed to comply with or perform any of your obligations hereunder, whether in respect of your  Coinbase Bermuda 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 Bermuda relating to services provided by Coinbase Bermuda 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 Bermuda (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 Bermuda 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 Bermuda or a third party) or Coinbase Bermuda otherwise reasonably believes that you have used the Digital Asset Derivatives Services with improper intent, which Coinbase Bermuda, acting in good faith and a commercially reasonable manner,  believes could reasonably result in reputational harm to Coinbase Bermuda, compromise the integrity of the markets maintained by Coinbase Bermuda and/or result in losses being sustained by other users.

7.9

Coinbase Bermuda reasonably believes that any of the circumstances set out under Sections 7.1 - 7.8 above are likely to happen and Coinbase Bermuda 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 Bermuda’s other clients.

8. CONSEQUENCES OF AN EVENT OF DEFAULT - IN RELATION TO DIGITAL ASSET DERIVATIVES SERVICES

In the Event of Default, Coinbase Bermuda may (but is not obliged to) immediately or any time thereafter whilst the 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 Bermuda Account, any services provided to you and/or Coinbase Bermuda’s broader relationship with you or prohibit you from opening any Coinbase Bermuda Account and/or accelerate any and all of your liabilities to Coinbase Bermuda (including any and all fees, interest, commission, and charges owed by you to Coinbase Bermuda) 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 Bermuda 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 Bermuda 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 Bermuda may hold for you or which has been transferred to Coinbase Bermuda by you and apply the proceeds to the discharge of your obligations, subject to Coinbase Bermuda’s rights to set-off and net amounts owed as between you and Coinbase Bermuda as set out under Section  2.12 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 CBBM deems appropriate in the circumstances;

8.5

apply any amounts of whatsoever nature standing to your credit against any amounts which you owe Coinbase Bermuda (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise Coinbase Bermuda’s rights of netting and set-off as set out under Section 2.12 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 Bermuda;

8.7

restrict your ability to withdraw any Digital Assets from any Coinbase Bermuda Account;

8.8

in the event that Coinbase Bermuda determines that the user is in Event of Default under Section 7.8 of this Agreement, Coinbase Bermuda 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 Bermuda Account, and/or deduct any amounts allocated to user’s Coinbase Bermuda 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 Bermuda Account including, but not limited to, legal counsel’s fees incurred and payable or paid by Coinbase Bermuda, and shall be responsible for any other reasonable costs and expenses incurred by Coinbase Bermuda 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 Bermuda Account), (b) suspend, restrict, or terminate your access to any or all of the Coinbase Bermuda Services, and/or (c) deactivate or cancel your Coinbase Bermuda Account with immediate effect for good reason, including, but not limited to where:

• we are required by a governmental authority to do so;

• you fail to pay fees within 7 days of the due date;

• you are, or appear to be, unable to meet your obligations in respect of one or more trades;

• you are subject to an insolvency event of any type (as determined in our absolute discretion);

• you do not trade on Coinbase Bermuda for three months;

• 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;

• you are in breach of this Agreement; or

• we otherwise feel it is necessary in order to protect us or the Coinbase Bermuda 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 Bermuda 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 Bermuda Services generally, including (but not limited to) temporarily suspending the Coinbase Bermuda 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 Bermuda 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 Bermuda Services (or your Account) are suspended.

9.4

If we suspend, restrict or close your Coinbase Bermuda Account, and / or terminate your use of Coinbase Bermuda 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 Bermuda Account. In the event that we refuse to complete a transaction and / or suspend your Coinbase Bermuda 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 Bermuda Services and/or deactivate or cancel your Coinbase Bermuda 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 Bermuda Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols.  You agree that Coinbase Bermuda 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 Bermuda is subject in any jurisdiction, you are permitted to access your Coinbase Bermuda 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 Bermuda Platform.

You are not permitted to use the Coinbase Bermuda Services or your Coinbase Bermuda Account for any other purposes during these periods and we may, at our discretion, limit the functionality of the Coinbase Bermuda Platform or access to the Site for you accordingly. 

If we suspend or close your Coinbase Bermuda Account or terminate your use of Coinbase Bermuda 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 cancel your Coinbase Bermuda Account at any time by visiting: https://www.CoinbaseBermuda.com/settings/cancel. You will not be charged for cancelling your Coinbase Bermuda 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 of cancellation.

9.6

Coinbase Bermuda 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 Bermuda.

If you have a dispute with one or more users of the Coinbase Bermuda Services (other than Coinbase Bermuda), 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 Bermuda’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 Bermuda 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 Bermuda 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 8.3 (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:

• 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 Bermuda 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; 

• 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; 

• 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 Bermuda 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 Bermuda services; suspension or other action taken with respect to your Coinbase Bermuda Account; and

• 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 Bermuda 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 Bermuda Services, the Coinbase Bermuda 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 Bermuda 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 Bermuda 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 Bermuda 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 Bermuda and no liability whatsoever is accepted by Coinbase Bermuda 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 Bermuda Services, Coinbase Bermuda 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 Bermuda 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, credit cards, and cheque issuances 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 Bermuda 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 Bermuda Services may become degraded or unavailable during times of significant volatility or volume. This could result in limitations on access to your Coinbase Bermuda Account or the Coinbase Bermuda Services, including the inability to initiate or complete transactions and may also lead to support response time delays.

• although we strive to provide you with excellent service, we do not guarantee that the Site or other Coinbase Bermuda 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 Bermuda Account will be accessible; and

• 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 Bermuda 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 Bermuda customer support.  For example, if you are locked out of your Coinbase Bermuda Account, it is possible that the price of Digital Assets in your account might go down before your access is restored.  Coinbase Bermuda 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 Bermuda.

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 Bermuda, you agree to first contact our customer support team where available to attempt to resolve such complaint.  If we cannot resolve the complaint through our customer support team where available, 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 where available, 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 Bermuda responds to your complaint or forty-five (45) business days after the date we receive your complaint, whichever occurs first.

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 Bermuda Services, the Coinbase Bermuda Platform or the Site (the "Dispute"), that cannot be resolved via the complaint process set out in Section 12.2 above, the following dispute resolution process shall apply:

12.4.1

The Dispute shall be referred to and finally resolved by arbitration under the UNCITRAL Arbitration Rules (the "Rules") by a single arbitrator appointed in accordance with those Rules. The Rules are deemed to be incorporated by reference into this section. In the event that the parties are unable to agree on the choice of presiding arbitrator, then the presiding arbitrator shall be appointed by the Appointment Committee of the Chartered Institute of Arbitrators Bermuda Branch. 

12.4.2

The parties agree that the Bermuda International Conciliation and Arbitration Act 1993 (the "1993 Act") shall apply to any arbitration commenced pursuant to this section. The seat, or legal place, of the arbitration shall be Hamilton, Bermuda and the language to be used in the arbitration shall be English. 

12.4.3 

The arbitral tribunal shall have the power to direct that all costs (including reasonable legal fees) of the arbitration, as determined by the arbitral tribunal and set forth in the arbitral tribunal’s award, shall be paid according to the fault of the parties in accordance with the 1993 Act.

12.4.4 

Unless the parties expressly agree in writing to the contrary, the parties undertake as a general principle to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain - save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

12.4.5 

The award of the arbitrators shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.

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 Bermuda 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:

• 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; 

• 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 

• 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.

14. SECURITY

14.1 Password Security.

In order to access Coinbase Bermuda Services, you will be required to create or will be given security details, including a username and password. You are responsible for keeping the electronic device through which you access Coinbase Bermuda Services safe and maintaining adequate security and control of any and all security details that you use to access the Coinbase Bermuda Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected.

Any loss or compromise of your electronic device or your security details may result in unauthorised access to your Coinbase Bermuda Account by third-parties and the loss or theft of any Digital Assets and/or funds held in your Coinbase Bermuda Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.

You should never allow remote access or share your computer and/or computer screen with someone else when you are logged on to your Coinbase Bermuda Account. Coinbase Bermuda will never under any circumstances ask you for your passwords, or 2-factor authentication codes or to screen share or otherwise seek to access your computer or account. You should not provide your details to any third party for the purposes of remotely accessing your account. Always log into your Coinbase Bermuda Account through the Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Coinbase Bermuda. We further assume no responsibility for your failure to follow the requirements set out in this Section 14.1, or follow or act on any notices or alerts that we may send to you.

14.2 Authentication and Verification.

In order to access Coinbase Bermuda Services users are required to provide an email address and create a password. Coinbase Bermuda offers two-factor authentication via a user’s mobile device (Short Message Service (“SMS”) or a supported Time-based One Time Password application. A verified phone number is required to enable two-factor authentication via SMS. Users are responsible for keeping electronic devices through which Coinbase Bermuda Services are accessed safe and maintaining adequate security and control of any and all security details that are used to access the Coinbase Bermuda Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorised access of a user’s Coinbase Bermuda Account by third-parties and the loss or theft of any Digital Assets and/or funds held in your Coinbase Bermuda Account and the misuse of any associated accounts, including linked bank account(s) and credit/debit card(s).

14.3 Security Breach.

If you suspect that your Coinbase Bermuda Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or Coinbase Bermuda (collectively, a “Security Breach”), you must:

• notify Coinbase Bermuda Support immediately

• provide accurate and up to date information throughout the duration of the Security Breach; and

• you must take any steps that we reasonably require to reduce or manage any Security Breach.

Prompt reporting of a Security Breach does not guarantee that Coinbase Bermuda will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the Security Breach.

14.4 Safety and Security of Your Computer and Devices.

Coinbase Bermuda is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.

15. GENERAL

15.1 Your Compliance with Applicable Law.

You must comply with all applicable laws, regulations, licensing requirements and third party rights (including, without limitation, data privacy laws and anti-money laundering and anti-terrorist financing laws) in your use of the Coinbase Bermuda Services, the Coinbase Bermuda Platform and the Site.

15.2 Limited Licence.

All content included in or made available through the Coinbase Bermuda Services, the Site or any related content materials and information such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (“Content”) is the property of the Coinbase Bermuda Group or its content providers and protected by United States and international copyright and intellectual property law. We grant you a limited, non-exclusive, non-transferable licence, subject to the terms of this Agreement, to access and use the Coinbase Bermuda Services, the Site, and Content solely for approved purposes as permitted by us from time to time. Any other use of the Coinbase Bermuda Services, the Site or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of Coinbase Bermuda and its licensors. You agree not to copy, transmit, distribute, sell, licence, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.

"International.Coinbase.com", and the following non-exhaustive list, including Coinbase, Coinbase Logo, C Logo, Coinbase International Exchange, Coinbase Advanced Trade, ROSETTA, COSTA, SKEW, TOSHI, Coinbase One, Coinbase Cloud and BISON TRAILS; and without limitation, any graphics, logos, button icons, and service names included in or made available through any Content, and all logos related to the Coinbase Bermuda Services or displayed on the Site are trademarks or trade dress of Coinbase Bermuda or its licensors. You may not copy, imitate or use them without our prior written consent for any purpose, including, without limitation, in: connection with any product or service that is not authorised by Coinbase Bermuda; any manner that is likely to cause confusion among customers; or a way that disparages or discredits Coinbase Bermuda.

15.3 Export Controls & Sanctions.

Your use of the Coinbase Bermuda Services and the Site is subject to applicable law including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. By sending, receiving, buying, selling, trading or storing Digital Assets through the Site or Coinbase Bermuda Services, you agree that you will comply with all applicable law. You are not permitted to acquire Digital Assets or use any of the Coinbase Bermuda Services through the Site if doing so would, directly or indirectly, violate applicable law, which include but are not limited to those promulgated by relevant law specific to that jurisdiction, the United Nations Security Council, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”, including but not limited to the Specially Designated Nationals (“SDN”) List and other non-SDN restricted or blocked parties lists), the European Union, the United Kingdom, and/or any other applicable national, regional, provincial, state, municipal or local laws and regulations (each as amended from time to time).

15.4 Relationship of the Parties.

Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you or Coinbase Bermuda, or authorise you to act as an agent of Coinbase Bermuda.

15.5 Privacy of Others.

If you receive information about another user through the Coinbase Bermuda Services, you must keep the information confidential and only use it in connection with the Coinbase Bermuda Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to carry out a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited communications to another user through the Coinbase Bermuda Services.

15.6 Contact Information.

You are responsible for keeping your contact details (including your email address and telephone number) up to date in your Coinbase Bermuda Account profile in order to receive any notices or alerts that we may send to you (including notices or alerts of actual or suspected Security Breaches). Please see Appendix 2 for more detail in relation to how we will communicate with you.

15.7 Taxes.

The tax treatment of Digital Asset Transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using Coinbase Bermuda Services under this Agreement. Users are solely responsible for reporting and paying any applicable taxes arising from transactions using Coinbase Bermuda Services, and acknowledge that Coinbase Bermuda does not provide investment, legal, or tax advice governing these transactions. You understand that Coinbase Bermuda may report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using Coinbase Bermuda Services to a tax or governmental authority to the extent such reporting is required by applicable law. Coinbase Bermuda also shall withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by applicable law. From time to time, Coinbase Bermuda shall ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to Digital Asset Transactions.

15.8 Unclaimed Property.

If we hold Supported Digital Assets on your behalf, and have no record of your use of the Coinbase Bermuda Services for several years and are unable to contact you, applicable law may require us to deliver any such Supported Digital Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

15.9 Death of Account Holder.

For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Coinbase Bermuda Account and during this time, no transactions may be completed until: (i) your designated executor / trustee has opened a new Coinbase Bermuda Account or informed Coinbase Bermuda about another, existing, Coinbase Bermuda Account in their name, as further described below, and the entirety of your Coinbase Bermuda Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorise us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, in order to gain access to the contents your Coinbase Bermuda Account, the executor / trustee you have designated in a valid Will or similar testamentary document will be required to open a new Coinbase Bermuda Account or inform Coinbase Bermuda of another, existing Coinbase Bermuda Account in their name to which the entirety of the funds in your Coinbase Bermuda Account shall be transferred. If you have not designated an executor / trustee, then we reserve the right to (i) treat as your executor / trustee any person entitled to inherit your Coinbase Bermuda Account, as determined by us upon receipt and review of the documentation we, in our sole discretion, deem necessary or appropriate, including (but not limited to) a Will or similar document, or (ii) require an order designating an executor / trustee from a court having competent jurisdiction over your estate. In the event we determine, in our sole discretion, that there is uncertainty regarding the validity of the executor / trustee designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Coinbase Bermuda Account.

15.10 Entire Agreement.

This Agreement (including documents incorporated by reference herein, including the Privacy Policy, the Cookie Policy, the Prohibited Use Policy and Appendices) comprise the entire understanding and agreement between you and Coinbase Bermuda as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement) between you and Coinbase Bermuda.

15.11 Interpretation.

Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.

15.12 Transfer and Assignment.

This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We reserve the right to assign our rights without restriction (except to the extent of any notice requirement under applicable law), including without limitation, by way of assignment between CBBM and CBSL or to any Coinbase Bermuda affiliates or subsidiaries, or to any successor in interest of any business associated with the Coinbase Bermuda Services.  In the event that either or both of CBBM or CBSL is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, amalgamation, acquisition, sale, or other change of control. You reserve the right to terminate the agreement with immediate effect in the event we transfer and/or assign the Agreement.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. 

15.13 Security Interests.

You must not create security over your Digital Assets unless you have obtained our prior approval in writing.

15.14 Invalidity.

If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.

15.15 Enforcement of Our Rights.

We may not always strictly enforce our rights under this Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.

15.16 Language.

This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail.

15.17 Change of Control.

In the event that Coinbase Bermuda is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including this Agreement) as part of such merger, amalgamation, acquisition, sale, or other change of control.

15.18 Survival.

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the Sections relating to suspension or termination, Coinbase Bermuda Account cancellation, debts owed to Coinbase Bermuda, general use of the Coinbase Bermuda Platform or Site, disputes with Coinbase Bermuda, and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.

15.19 Governing Law.

This Agreement and the relationship between us shall be governed by the laws of Bermuda, subject to any local mandatory law, or rights available to Consumers.

Coinbase Bermuda uses multi-level systems and procedures to collect and verify information about you in order to protect Coinbase Bermuda and the community from fraudulent users, and to keep appropriate records of Coinbase Bermuda's customers. Your access to one or more Coinbase Bermuda Services or the Coinbase Bermuda Platform, and limits imposed on your use of Coinbase Bermuda Services (including but not limited to daily or weekly conversion limits, deposit, withdrawal and trading limits for Coinbase Bermuda Pro and/or Advanced Trading, instant buy limits, Digital Asset Wallet transfer limits, and limits on transactions from a linked payment method), and any changes to such limits from time to time,  may be based on the identifying information and/or proof of identity you provide to Coinbase Bermuda.

Coinbase Bermuda may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Coinbase Bermuda Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your account's ‘Limits’ page on the Site.

You may submit a request at https://help.coinbase.com/international-exchange to request larger limits. Coinbase Bermuda will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Coinbase Bermuda does not guarantee that we will raise your limits.

1. Electronic Delivery of Communications.

You agree and consent to receive electronically all communications including social media communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Coinbase Bermuda Account and your use of Coinbase Bermuda Services. Communications include:

(A) terms of use and policies you agree to (e.g. the Agreement and Privacy Policy), including updates to these agreements or policies;

(B) account details, history, transaction receipts, confirmations, and any other account or transaction information;

(C) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

(D) responses to claims or customer support inquiries filed in connection with your Coinbase Bermuda Account.

Unless otherwise specified in this Agreement, we will provide these Communications to you by posting them on the Site, emailing them to you at the primary email address listed in your Coinbase Bermuda Account, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification, and you agree that such Communications will constitute sufficient notice of the subject matter therein.

2. How to Withdraw Your Consent.

You may withdraw your consent to receive Communications electronically by contacting intx.enquiries@coinbase.com . If you fail to provide or if you withdraw your consent to receive Communications in the specified manner, Coinbase Bermuda reserves the right to immediately close your Coinbase Bermuda Account or charge you additional fees for paper copies of the Communications.

3. Updating your Information.

It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if Coinbase Bermuda sends you an electronic Communication but you do not receive it because your primary email address you have provided is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Coinbase Bermuda will be deemed to have provided the Communication to you.

You may update your information by logging into your Coinbase Bermuda Account and visiting settings or by contacting intx.enquiries@coinbase.com .

1. Staking Services

1.1 General.

When you hold Supported Digital Assets with CBSL you may be given the option to “stake” these assets in a third party proof of stake network via staking services provided by CBSL. In a proof of stake network, transaction validators are chosen using a formula based on the amount of underlying Supported Digital Asset staked by the validator as opposed to computing power (i.e., proof of work). Please visit our staking information page for further details on how proof of stake works. Staking services are not available for Supported Digital Assets held on CBSL Pro. By using these staking services you accept the terms for such services as set out in this Section 1 to this Appendix 3.

1.2 Staking Service is Optional.

Staking services may be made available to you by default for Supported Digital Assets where staking functionality is available from CBSL. YOU ARE NOT REQUIRED TO STAKE WITH CBSL AND YOU CAN OPT-OUT OF ANY DEFAULT CBSL STAKING SERVICES AT ANY TIME. FOR MORE INFORMATION VISIT THE HELP CENTER. Unless otherwise specified, if you opt-out of staking services, you can opt back in at any time.

1.3 The Service; Rewards; Commission; Limitations.

(a) If you stake your assets with us, CBSL, or one of its affiliates, will facilitate the staking of those assets on your behalf, by acting as a transaction validator on the applicable network for the Supported Digital Asset you stake. If CBSL or one of its affiliates successfully validates a block of transactions in that Supported Digital Asset, you may earn a reward granted by that Supported Digital Asset network. Rewards are determined by the protocols of the applicable network. If the applicable network distributes any rewards in unstaked form, CBSL will use commercially reasonable efforts to restake those rewards. Rewards will be credited to your account by taking into account the amount of your principal and previously accrued rewards that remain staked with CBSL. CBSL will credit your account for any earned rewards after receipt by CBSL, minus a commission. The current commission for each Supported Digital Asset can be found in the Help Center. Coinbase may change these rates at its discretion and without notice. Coinbase may also offer lower commissions for certain Supported Digital Assets on a promotional basis, and these promotional commissions may differ among Coinbase users at our discretion. Some Digital Asset networks subject staked assets to “slashing” if the transaction validator representing those assets incorrectly validates a transaction. Coinbase will use commercially reasonable efforts to prevent any staked assets from slashing; however, in the event they are, unless otherwise provided in this Agreement, Coinbase will promptly replace your assets at no additional cost. (b) Some Digital Asset networks require that a certain amount of staked assets be locked (restricted from sale or transfer) for a certain period of time while staking.  In some cases, withdrawal of staked assets may be delayed as a result of protocol unstaking periods or network conditions.

1.4 No Guarantee of Rewards.

You have no right to a reward until it is received by CBSL. Rewards will be distributed to your account promptly after they are received by CBSL. Unless otherwise specified, the “staking rewards rate” disclosed by CBSL for a particular Supported Digital Asset is an annualized historical rate based on the staking rewards generated by CBSL in providing staking services to CBSL customers for that Supported Digital Asset, minus our commision. This rate is an estimate and changes over time. CBSL DOES NOT GUARANTEE THAT YOU WILL RECEIVE STAKING REWARDS, ANY SPECIFIC STAKING REWARD, OR ANY STAKING RETURN OVER TIME, INCLUDING THE STAKING REWARDS RATES.

1.5 Governance and Voting.

For certain Digital Assets, the underlying protocols offer stakers the ability to vote on matters related to the governance of protocol-level issues. Coinbase may or may not support voting for such assets, and may cease supporting voting at any time in its discretion. Coinbase will comply with your instruction to vote your Supported Digital Assets to the extent Coinbase or its affiliate supports voting for such Supported Digital Assets in your jurisdiction. In certain cases, Coinbase may vote on your behalf where Coinbase or the applicable protocol does not support delegated voting; in those instances, Coinbase will vote with the protocol’s recommendation.

1.6 Tax.

The tax treatment of certain Digital Asset Transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from these transactions. Users are solely responsible for reporting and paying any applicable taxes arising from staking through CBSL staking services and all related transactions (e.g., any exchange or sale of your staked ETH), and acknowledge that CBSL does not provide investment, legal, or tax advice to you in connection with such election to participate. You should conduct your own due diligence and consult your advisors before making any investment decision including whether to participate in ETH staking and related transactions.

1.7 Ethereum Staking.

Supplemental to the terms outlined above, the following terms apply to staking your ETH through the CBSL staking services.

1.8

In the event of a conflict between the terms contained in this section and anything else in this Agreement, the terms in this section will govern:

Eligibility. Users who wish to stake ETH through CBSL must meet certain requirements, as set forth here.  These requirements are subject to change.

Lockup Period.If you choose to stake your ETH, your ETH will be pledged for staking and will become locked on the Ethereum protocol until Phase 1.5 of the Ethereum network upgrade is completed. Coinbase Bermuda has no control over the duration of or end date for the lockup period, which will ultimately be determined by the success of the update to the Ethereum network. Unlike other staking services provided through Coinbase Bermuda, you will be unable to “Opt Out” of ETH staking once you’ve staked your assets. Coinbase Bermuda will not refund or replace any ETH you wish to unstake. Unless otherwise stated on the Coinbase Bermuda interface or provided below, you will not be able to trade, transfer or otherwise access your staked ETH during the lockup period.

No Guarantee of Success of Network Upgrade. Coinbase Bermuda makes no guarantees that the upgrade to the Ethereum network will be successful, and you understand that if the network upgrade ultimately fails, you may lose all, or a portion of, your staked ETH. Coinbase Bermuda is not be responsible for any ETH lost due to a network upgrade failure.

Ethereum Staking Rewards. Any rewards earned while staking your ETH through Coinbase Bermuda will, unless otherwise stated, remain locked onchain until Phase 1.5 of the Ethereum network upgrade is completed. ETH staking rewards reflected in your account prior to the completion of Phase 1.5 of the Ethereum network upgrade are an estimate based on a combination of reward rates and the period of time for which you’ve staked your ETH (minus any Coinbase Bermuda fees). Rewards will be reflected in your account, but may not be actually credited until the end of the lockup period. Unless otherwise stated, you will not be able to trade, transfer, or otherwise access your ETH staking rewards during the lockup period.

Slashing Penalties. Staking ETH means your staked assets can be subject to “slashing” by the Ethereum network if the transaction validator representing those assets incorrectly validates a transaction. Coinbase will use commercially reasonable efforts to protect against slashing incidents: however, in the event of slashing, Coinbase will replace your assets so long as such penalties are not a result of: (i) protocol-level failures caused by bugs, maintenance, upgrades, or general failure; (ii) your acts or omissions; (iii) acts or omissions of any third party service provider; (iv) an event qualifying under Section 10.7 of the Agreement; (v) acts by a hacker or other malicious actor; or (vi) any other events outside of Coinbase’s reasonable control.

Wrapping. In some jurisdictions, you may choose to obtain the ability to sell, send, spend, or otherwise use your staked ETH prior to the completion of Phase 1.5 of the Ethereum network upgrade by selecting, at your sole discretion, to wrap into a token that represents the ETH that you have staked plus associated rewards. This service is not available everywhere, and additional eligibility requirements may apply. By electing to wrap your staked ETH plus any associated rewards balance into the CBSL Wrapped Staked ETH known as “cbETH” you understand and agree that:

• Once wrapped, you cannot redeem your staked ETH or claim any associated rewards except as described in Appendix 3, Section 1.7(G)below;

• cbETH held in your CBSL Digital Asset Wallet represents ownership of ETH staked with CBSL in accordance with this section (including any associated rewards and minus any CBSL fees and slashing penalties). By wrapping staked ETH as cbETH, you remain entitled to all of the economic value, risk, and rewards of the staked ETH. 

• Selling or otherwise transferring cbETH automatically transfers ownership of the staked ETH and the right to redeem described in Section 4, paragraph F below, and entitles the recipient to the attendant economic value, risk, and rewards of the staked ETH, subject to the terms of this Agreement. For avoidance of doubt, receiving cbETH does not by itself create a contractual relationship with CBSL, and in all cases the right to redeem cbETH is subject to the terms set forth in Section 4, paragraph F.

• Staked ETH and associated rewards that have been wrapped as cbETH is held by the CBSL Group on behalf of holders of cbETH, and ownership of these assets shall not transfer to any entity in the CBSL Group. Sections 4.19(A), 4.19(B) and 4.19(D) of this Agreement shall apply to staked ETH and associated rewards held on behalf of cbETH holders to the same extent as staked ETH held by the CBSL Group on behalf of CBSL customers.

• cbETH is an ERC-20 token and may be compatible with protocols or other software or technology provided by third parties.

• The staked ETH and rewards held by the CBSL Group on behalf of cbETH holders are subject to the risk of slashing as a result of validator or network failures.

In addition, you understand, agree and accept the following risks associated with electing to wrap into cbETH:

• Neither CBSL nor any other entity of the CBSL Group guarantee the value of your staked ETH principal or associated rewards. 

• Neither CBSL nor any other entity of the CBSL Group is responsible for any decrease in the value of your staked ETH principal or associated rewards.

• The price of cbETH could diverge from the price of ETH or staked ETH because of market fluctuations, which may be affected by the actions or inactions of market makers or other market participants who receive loans or other incentives to purchase cbETH.

• Neither CBSL nor any other entity of the CBSL Group guarantees that wrapping staked ETH will result in a successful exchange or sale of cbETH. Neither CBSL nor any other entity of the CBSL Group will backstop or otherwise intervene to guarantee cbETH liquidity.

• Neither CBSL nor any other entity of the CBSL Group  guarantees the security or functionality of any third-party protocol, software or technology intended to be compatible with cbETH. Neither CBSL nor any other entity of the CBSL Group is responsible for any losses of cbETH due to the failure of third-party protocol, software or technology.

• As with the protocols for other Digital Assets, neither CBSL nor any other entity of the CBSL Group owns or controls the underlying Ethereum protocol which governs the operation of cbETH.  Accordingly, cbETH is subject to Section 4.10 of this Agreement, like other Digital Assets.

• As with other Digital Assets, cbETH could be impacted by one or more regulatory actions, which could impede or limit the services we can provide with respect to cbETH.

Unwrapping/Redemption.

• If you hold cbETH in your Digital Asset Wallet and satisfy eligibility requirements,  you may instruct CBSL to “unwrap” cbETH held in your CBSL Digital Asset Wallet, thereby redeeming your cbETH for staked ETH plus any associated rewards and minus any CBSL fees and slashing penalties. Staked ETH and any associated rewards will remain locked until Phase 1.5 of the Ethereum network upgrade is complete, as described in Appendix 3, Sections 1.8(B) - 1.8(D), above.

• To unwrap cbETH, you will need to be a customer of either CBSL or another member of the CBSL Group with an active CBSL Account and be eligible to stake ETH as described in Appendix 3, Section 1.8(A) above. Eligibility Additional geographic restrictions may apply, and eligibility is subject to change.

• Requests to unwrap cbETH may not be processed immediately.

2. Advanced Trading

2.1 General.

CBSL offers, and eligible users may access, an order book for various Supported Digital Assets and fiat currency trading pairs (each an “Order Book”) on the CBSL.com (“Advanced Trading”). See your CBSL Account to see what Order Books are available within Advanced Trading. CBSL does not offer Advanced Trading to customers in all jurisdictions. By accessing Advanced Trading or the CBSL API for Advanced Trading, you accept and agree to be bound by the Trading Rules available at https://www.coinbase.com/international-exchange/legal/trading-rules (the “Trading Rules”).

• Trading Fees. By placing an order on Advanced Trading, you agree to pay all applicable fees and authorize Coinbase Bermuda to automatically deduct fees directly from your account. Trading Fees are set forth in the Trading Rules.

• Withdrawal Fees. CBSL may charge a fee on certain fiat currency deposit or withdrawal methods (e.g. bank wire). DEPOSITS AND WITHDRAWALS MAY BE SUBJECT TO LIMITS.

• Trading Account Use. You may not sell, lease, furnish, or otherwise permit or provide access to your Trading Account to any other entity or to any individual that is not your employee or agent. You accept full responsibility for your employees' or agents' use of Advanced Trading, whether such use is directly through CBSL or by other means, such as those facilitated through API keys, and/or applications which you may authorize. You understand and agree that you are responsible for any and all orders, trades, and other instructions entered into Advanced Trading including identifiers, permissions, passwords, and security codes associated with your Account.

• Suspension and Cancellation. In the event that your Account is suspended or terminated, we will immediately cancel all open orders associated with your Account, block all withdrawals and bar the placing of further orders until resolution or Account cancellation. In the event that your Account is suspended or terminated, we will immediately cancel all open orders associated with your Account, block all withdrawals and bar the placing of further orders until resolution or Account cancellation.

3. Coinbase Bermuda Pro

3.1 General.

Eligible users may establish an account at: https://pro.Coinbase Bermuda.com (a “Coinbase Bermuda Pro Account”), an order book exchange platform for Supported Digital Assets. The provisions of this Section 4 of this Appendix 3 (Coinbase Bermuda Pro Services) apply to your use of such Coinbase Bermuda Pro Account in addition to the other applicable provisions of this Agreement, including without limitation the releases, indemnities, disclaimers, limitations of liability, prohibited use, dispute resolution, and cancellation policies set forth above. Coinbase Bermuda does not offer Coinbase Bermuda Pro to customers in all jurisdictions.

• Order Books. Coinbase Bermuda Pro offers an order book for various Supported Digital Assets and central bank issued currency trading pairs (each an “Order Book”). Refer to your Coinbase Bermuda Pro Account to determine which Order Books are available to you.

• Coinbase Bermuda Pro Account. Your Coinbase Bermuda Pro Account consists of the following:

  • a dedicated Digital Asset Wallet for each Supported Digital Asset offered on Coinbase Bermuda Pro;

  • associated user tools, accessible at: https://pro.Coinbase Bermuda.com and through the Coinbase Bermuda API.

You understand and agree that you are responsible for any and all orders, trades, and other instructions entered into Coinbase Bermuda Pro including identifiers, permissions, passwords, and security codes associated with your Coinbase Bermuda Pro Account.

• Deposits. You may fund your Coinbase Bermuda Pro Account by depositing Supported Digital Assets from your basic Coinbase Bermuda Account, bank account or an external Digital Asset address into your Coinbase Bermuda Pro Account. The Supported Digital Asset deposited in your Coinbase Bermuda Pro Account can be used only to buy and sell Supported Digital Assets using Coinbase Bermuda Pro.

• Withdrawals. You may withdraw Supported Digital Assets from your Coinbase Bermuda Pro Account by transfer to your basic Coinbase Bermuda Account or to an external Digital Asset address. You may withdraw central bank issued currency from your Coinbase Bermuda Pro Account to your Coinbase Bermuda Account or directly to your bank account.

ALL DEPOSITS AND WITHDRAWALS MAY BE SUBJECT TO LIMITS. ALL LIMITS WILL BE DISPLAYED IN YOUR Coinbase Bermuda PRO ACCOUNT.

• Withdrawal Fees. Coinbase Bermuda may also charge a fee on certain central bank issued currency deposit or withdrawal methods (e.g. bank wire). All such fees will be clearly displayed in your Coinbase Bermuda Pro Account.

3.2 Trading Rules and Trading Fees.

• Trading Rules. By accessing Coinbase Bermuda Pro through: https://pro.Coinbase Bermuda.com or the Coinbase Bermuda API, you accept and agree to be bound by the trading rules set out at https://www.Coinbase Bermuda.com/legal/trading_rules (the “Trading Rules”).

• Trading Fees. By placing an order on Coinbase Bermuda Pro, you agree to pay all applicable fees and you authorise Coinbase Bermuda to automatically deduct fees directly from your Coinbase Bermuda Pro Account. Trading fees are set forth in the Trading Rules and at: https://pro.Coinbase Bermuda.com/fees.

• Trading Account Use. By using a Coinbase Bermuda Pro Account you agree and represent that you will use Coinbase Bermuda Pro only for yourself as the account owner, and not on behalf of any third party, unless you have obtained prior approval from Coinbase Bermuda. You may not sell, lease, furnish or otherwise permit or provide access to your Coinbase Bermuda Pro Account to any other entity or to any individual that is not your employee or agent. You accept full responsibility for your employees' or agents' use of Coinbase Bermuda Pro, whether such use is directly through Coinbase Bermuda Pro website or by other means, such as those facilitated through API keys, and/or applications which you may authorise. You understand and agree that you are responsible for any and all orders, trades, and other instructions entered into Coinbase Bermuda Pro including identifiers, permissions, passwords, and security codes associated with your Coinbase Bermuda Pro Account.

• Suspension and Cancellation. We may suspend your Coinbase Bermuda Pro Account or your access to any one or more Order Books in accordance with the suspension and termination provisions set out in this Agreement. Suspension or termination of your Coinbase Bermuda Pro Account shall not affect the payment of fees or other amounts you owe to Coinbase Bermuda. In the event that your Coinbase Bermuda Account is suspended or terminated, we will immediately cancel all open orders associated with your Coinbase Bermuda Pro Account, block all withdrawals and bar the placing of further orders until resolution or we cancel your Coinbase Bermuda Account.

• No Warranty. We do not represent that Coinbase Bermuda Pro and/or its constituent Coinbase Bermuda Pro Accounts, APIs, and related services, will be available without interruption. Although we will strive to provide you with continuous operations, we do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information, nor do we guarantee that any order will be executed, accepted, recorded, or remain open. Coinbase Bermuda reserves the right to cancel any open trades and/or suspend Coinbase Bermuda Pro activity in accordance with the Trading Rules.

• No Investment Advice or Brokerage. For the avoidance of doubt, Coinbase Bermuda does not provide investment, tax, or legal advice, nor does Coinbase Bermuda broker trades on your behalf. All trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. Coinbase Bermuda may provide educational information about Supported Digital Assets, as well as Digital Assets not supported by Coinbase Bermuda, in order to assist users in learning more about such Digital Assets. Information may include, but is not limited to, blog posts, articles, links to third party content, news feeds, tutorials, and videos. Coinbase Bermuda will not be held responsible for the decisions you make to buy, sell, or hold Digital Assets based on the information provided by Coinbase Bermuda.

• Debts. In the event that there are outstanding amounts owed to us hereunder, including in your (standard) Coinbase Bermuda Account, Coinbase Bermuda reserves the right to debit your Coinbase Bermuda Pro Account accordingly and/or to withhold amounts from funds you may transfer from your Coinbase Bermuda Pro Account to your Coinbase Bermuda Account.

4. Dapp Wallet, DEXes, and Decentralized Applications

4.1 Dapp Wallet.

You may elect to use our dapp wallet (“Dapp Wallet”). Our Dapp Wallet allows you to access a digital asset browser and link to decentralized exchanges (“DEXs”) and other decentralized applications (together, “Dapp(s)”). The Dapp Wallet enables users to (i) store Digital Assets; (ii) access a digital asset browser and link to Dapps; (iii) view addresses and information that are part of Digital Asset networks and broadcast transactions; (iv) participate in retail DEX trades and associated DEX activity, and (iv) additional functionality as we may add from time to time.

• Ownership and Control. You own and control Digital Assets held in your Dapp Wallet. As the owner of Digital Assets in your Dapp Wallet, you shall bear all risk of loss of such Digital Assets. Coinbase shall have no liability for Digital Asset fluctuations or loss associated with your use of a Dapp Wallet.  At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Assets by sending it to a different blockchain address.

• Third Party Services and Environments. The Coinbase Bermuda Services and the Site may provide access to or link to third-party services, such as DEXs, and/or Dapps (“Third Party Services”). The Services enable you to access DEXs and/or Dapps via a Dapp browser or through a Dapp Wallet by navigating away from the Coinbase Site to the Dapp or DEX, by enabling a native frontend software link within the Coinbase Site, or by purchasing assets in the DEX environment through a Dapp Wallet. When accessing Third Party Services, you understand that you are at no time transferring your assets to us. We provide access to Third Party Services only as a convenience, do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, assets, or services on or accessible from those Third Party Services (including any related websites, resources or links displayed therein). Third-Party Services, such as Dapps and DEXs, may provide access to assets which have high risks of illiquidity, devaluation, lockup, or loss.

• Fees. You may incur charges from third parties for use of Third Party Services. For example, you may be charged fees via a DEX or Dapp that you may access via the Site. Third party fees are not charged by Coinbase and are not paid to Coinbase.  Any Coinbase fee charged will be designated as such, and presented before you submit your transaction.

• Dapp Supported Assets. To view the Digital Assets currently supported by the Dapp Wallet, visit https://help.coinbase.com/en/dapps/getting-started/using-my-dapp-wallet (“Dapp Supported Assets”). Your Dapp Wallet is intended solely for proper use of Dapp Supported Assets. Under no circumstances should you attempt to use your Dapp Wallet to store, send, request, or receive any assets other than Dapp Supported Assets. Coinbase assumes no responsibility in connection with any attempt to use your Dapp Wallet with Digital Assets that we do not support. You acknowledge and agree that Coinbase is not liable for any unsupported Digital Asset that is sent to a wallet address associated with your Dapp Wallet.  Coinbase may in its sole discretion terminate support for any particular Digital Asset. Services and Dapp Supported Assets may vary by jurisdiction.

4.2 Dapp Wallet Digital Asset Transfers

In General

• Your Dapp Wallet enables you to send Dapp Supported Assets to, and request, receive, and store Dapp Supported Assets from, third parties. Your transfer of Dapp Supported Assets between your other Digital Asset wallets (including wallets off the Coinbase Site) and to and from third parties is a “Dapp Wallet Asset Transfer”. We recommend customers send a small amount of Dapp Supported Assets as a test before sending a significant amount of Dapp Supported Assets.

• Pending Transactions. Once a Dapp Wallet Asset Transfer is submitted to a Digital Asset network, the transaction will be unconfirmed and remain in a pending state for a period of time sufficient to allow confirmation of the transaction by the Digital Asset network. A Dapp Wallet Asset Transfer is not complete while it is in a pending state. Pending Dapp Wallet Asset Transfers that are initiated from a Dapp Wallet will reflect a pending transaction status and are not available to you for use in the Dapp Wallet or otherwise while the transaction is pending.

• Dapp Wallet Inbound Transfers. When you or a third party sends Digital Assets to a Dapp Wallet from an external wallet (“Dapp Wallet Inbound Transfers”), the person initiating the transaction is solely responsible for executing the transaction properly, which includes ensuring that the Digital Asset being sent is a Dapp Supported Asset that conforms to the particular wallet address to which funds are directed, including any required Destination Tag/Memo. By initiating a Dapp Wallet Inbound Transfer, you attest that you are transacting in a Dapp Supported Asset that conforms to the particular wallet address to which funds are directed. Coinbase incurs no obligation whatsoever with regard to unsupported Digital Assets sent to a Dapp Wallet or with regard to Dapp Supported Assets sent to an incompatible Digital Asset wallet address and/or unsupported network or blockchain. All such erroneously transmitted Digital Assets will be lost. Coinbase may from time to time determine types of Digital Assets that will be supported or cease to be supported. You acknowledge and agree that you may be required to pay network or miner’s fees in order for a Dapp Wallet Inbound Transfer transaction to be successful. Insufficient network fees may cause a Dapp Wallet Inbound Transfer to remain in a pending state outside of Coinbase’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.

• Dapp Wallet Outbound Transfers. When you send Digital Assets from your Dapp Wallet to an external wallet (“Dapp Wallet Outbound Transfers”), such transfers are executed at your instruction. You should verify all transaction information prior to submitting instructions. Coinbase shall bear no liability or responsibility in the event you enter an incorrect blockchain destination address, incorrect Destination Tag/Memo, or if you send your Digital Assets to an incompatible wallet. We do not guarantee the identity or value received by a recipient of a Dapp Wallet Outbound Transfer. Dapp Asset Transfers cannot be reversed once they have been broadcast to the relevant Digital Asset network, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. Coinbase does not control the Digital Asset network and makes no guarantees that a Dapp Transfer will be confirmed by the network. We may cancel or refuse to process any pending Dapp Wallet Outbound Transfers as required by law or any court or other authority to which Coinbase is subject in any jurisdiction. Additionally, we may require you to wait some amount of time after completion of a transactionbefore permitting you to use further Coinbase Services and/or before permitting you to engage in transactions beyond certain volume limits.

• Limitation of Liability. WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED BY, THE INFORMATION CONTAINED ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES, INCLUDING RISK OF LOSS FOR ASSETS TRADED THROUGH SUCH THIRD-PARTY SERVICES. IN NO EVENT WILL COINBASE BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THIRD PARTY SERVICES. THIS SECTION OPERATES IN ADDITION TO ANY LIMITATION OF LIABILITY EXPRESSED ELSEWHERE IN THIS USER AGREEMENT.

This agreement (the “Addendum”) is entered into on [INSERT DATE] (the “Effective Date”) and constitutes an addendum to the Coinbase User Agreement (the “User Agreement”) entered into on [INSERT DATE] between you, as undersigned below, and Coinbase Bermuda Limited ("Coinbase Bermuda"), an exempted company limited by shares incorporated in Bermuda with company number 202302164 and whose registered office address is Park Place, 55 Par La Ville Road, Hamilton, HM11 Bermuda. 

With effect from the Effective Date this Addendum shall form part of the User Agreement and all terms set out in this Addendum shall be considered to be a part of, and incorporated into, the User Agreement.  

Defined terms used in this Addendum shall have the same meanings given to them in the User Agreement and, where applicable, any Liquidity Support Program Agreement entered into between you and Coinbase Bermuda, in each case, any unless specifically defined herein.  

In this Addendum, "Equivalent" when used in relation to Collateral means Collateral of an identical amount, type, nominal value and description, having the same rights as the other Collateral and the same issuer.

1. SECURITY INTEREST

1.1

All Margin and all other Digital Assets, securities, cash, financial assets, security entitlements, general intangibles and other property delivered by you to the Coinbase Bermuda Platform, including without limitation, in your Coinbase Bermuda Account and any Locked Capital Account (“Collateral”) shall be held by Coinbase Bermuda, 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 Bermuda 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 Bermuda 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 Bermuda, all of your rights, title and interest in the Collateral. 

1.2

Without prejudice to Coinbase Bermuda’s rights under this Agreement (including, without limitation, Coinbase Bermuda’s rights pursuant to a Liquidation, clause 2 below and/or the occurrence of any event giving Coinbase Bermuda the right to terminate this Agreement under clause 7.1), you agree that Coinbase Bermuda shall have the right to sell, transfer, loan, hypothecate, rehypothecate or pledge any Collateral allocated to your Coinbase Bermuda Account without first being instructed by you. 

1.3

Upon any such use of Collateral under Clause 1.2, you have a right against Coinbase Bermuda for the delivery of Equivalent assets. Coinbase Bermuda may deliver such Equivalent assets to you by crediting them to your Coinbase Bermuda Account to be held subject to the terms of this Agreement, including, without limitation, this Clause 1. Subject to your compliance with the Margin Requirements, Coinbase Bermuda will use commercially reasonable efforts to promptly return such Equivalent assets to your Coinbase Bermuda Account.

1.4

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 the User 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 Bermuda’s prior consent.

2. LIQUIDATION AND AUTO-DELEVERAGING

2.1

If at any time the balance of your Equity falls below the Maintenance Margin, Coinbase Bermuda may enforce the Security Interest by means of Liquidation pursuant to clause 5.10 of the User Agreement. 

2.2

If at any time the balance of your Equity falls below the Close-out Margin, Coinbase Bermuda may enforce the Security Interest by means of Auto-Deleveraging pursuant to clause 5.11 of the User Agreement.

2.3

In exercising its rights to enforce the Security Interest, Coinbase Bermuda 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 Bank 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.

2.4

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 Bermuda 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 Bermuda in connection with such sale or realisation. If Coinbase Bermuda 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.  

3. GENERAL 

3.1 Provisions applying. 

The provisions of clause 13 of the User Agreement shall be incorporated by reference into this Addendum, amended mutatis mutandis.   

3.2 Further Assurances.

Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be reasonably requested by that party to create, preserve, perfect or validate the Security Interest, to enable that party to exercise or enforce its rights under this Addendum and the User Agreement with respect to Collateral.

3.3 Governing Law.

This Addendum and the relationship between us shall be governed by the laws of Bermuda, subject to any local mandatory law.