Coinbase Institutional Stablecoin Programs Terms of Use
Last modified: December 17, 2025
I. General Terms
Please carefully read the entirety of these Terms. By participating in a Coinbase stablecoin program described below (each, a “Program”), you agree to be bound by these Terms of Use (the “Terms”), including all amendments and updates made between your initial acceptance of these Terms and any future access, participation, or use. If you do not agree to these Terms, do not participate in the Program.
These Terms are entered into between you and Coinbase, Inc. and certain of their respective affiliates from time to time as applicable (individually and collectively, “Coinbase”) and govern your use of the Program. These Terms constitute a supplement to (i) for Prime Programs, the Prime Broker Agreement between you and Coinbase, Inc., on behalf of itself and as agent for the Coinbase Entities; and/or (ii) for Exchange Programs, the Institutional Client Agreement between you and Coinbase, Inc. or Coinbase Singapore Pte. Ltd., as applicable (in each case, the “Agreement”). Unless otherwise defined herein, capitalized terms used in these Terms shall have the meanings assigned to them in the Agreement.
By enrolling in a Program, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not enroll in a Program. Except with respect to any Stablecoin Conversion Program, you may only enroll in one Program at a time and, for the avoidance of doubt, in the event you elect to change your enrollment from one Program to another Program, you will forfeit any benefits associated with the initial Program (including any Rewards or Rebates, as applicable) that may have accrued but have not yet been paid to or otherwise received by you. You represent and warrant that you are of legal age to enter into a binding agreement and are otherwise legally able and competent to enter into and carry out these Terms. If you are enrolling in the Program on behalf of any entity, you represent and warrant that you are authorized to enter into these Terms on such entity’s behalf, and that such entity agrees to be responsible to Coinbase if you or that entity violates these Terms. As used in these Terms and unless separately identified as applicable to either an individual or entity, “you” and “your” refer to both you individually and the entity on behalf of which you are entering into these Terms. By agreeing to these Terms, you represent and warrant that all information you submit to Coinbase is true, accurate, current and complete.
USDC IS NOT LEGAL TENDER. USDC IS A SUPPORTED DIGITAL ASSET AND COINBASE HAS NO RIGHT TO USE ANY USDC IN YOUR COINBASE ACCOUNT OR ONCHAIN WALLET. COINBASE IS NOT A DEPOSITORY INSTITUTION, AND YOUR USDC WALLET IS NOT A DEPOSIT ACCOUNT.
Changes to Terms. Coinbase may modify these Terms from time to time at its discretion. It is your responsibility to monitor updates to these Terms. Your continued use of or participation in the Program signifies your agreement to any such updates. If you do not agree, you may not continue to participate in the Program.
Changes to the Program and Suspension of Access. Coinbase may from time to time, without notice and in its sole discretion, withdraw, suspend, or change the Program or your access to the Program. You agree that Coinbase has no obligation to provide the Program to you and will not be liable if the Program is unavailable or changes for any reason. For the avoidance of doubt, you agree that you will in no way engage in abusive use of a Program or use it in a manner which unreasonably burdens any Coinbase platform or service, as determined by Coinbase in its sole discretion.
Disclaimers. Please note, digital assets are not legal tender, are not backed by any government, and are not insured or guaranteed by the Federal Deposit Insurance Corporation or Securities Investor Protection Corporation. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and/or value of digital assets. Coinbase is not the issuer of USDC, does not hold reserves for USDC, and has no obligation to repurchase USDC for USD. The use of stablecoins or other pegged token services and related service offerings, should be evaluated for a variety of risk factors, including market, liquidity, operational, regulatory and legal risks. A Program may not be available to you based on where you reside or based on the Coinbase entity you are using for services. Nothing herein constitutes the provision of accounting, investment, legal, or tax advice. You assume full responsibility for your activity and use of any services and should consult your advisors to discuss your specific situation before making any decisions related to the use of any services. Coinbase assumes no liability, obligation, or responsibility for client decisions.
Indemnification. To the maximum extent permitted by law, you will indemnify and hold harmless Coinbase, its affiliates, and its and their respective directors, officers, employees, and agents (“Coinbase Protected Parties”) against all liabilities, costs, damages, and expenses arising out of or relating to your use of the Program, including damages arising directly from your act or omission (including without limitation breach of these Terms) as well as judgments, settlements, and expenses (including reasonable attorneys’ fees and legal costs) arising from a threatened or actual suit, investigation, proceeding, or other claim between you and a Coinbase Protected Party or between a third party and a Coinbase Protected Party arising out of or relating to your use of a Program. Coinbase may control the defense of any such Claim, at your cost and expense, and you will provide Coinbase any assistance that Coinbase reasonably requests in defending any such Claim.
Limitation of Liability. To the maximum extent permitted by applicable law, the Coinbase Protected Parties will not be liable for any direct, indirect, incidental, special, punitive, or consequential damages of any kind—including lost profits or trading losses—related to a Program or these Terms, irrespective of whether such damages arise from claims brought in contract, tort, negligence, warranty, strict liability, or any other theory at law or equity, and even if Coinbase has been advised of the possibility of such damages. Without limiting the foregoing, to the maximum extent permitted by applicable law, in no event will the Coinbase Protected Parties’ aggregate liability arising out of or relating to these Terms or your use of Prime Rewards exceed USD 1000. If any limitations in this paragraph are unenforceable as written in any instance, then such limitations will apply to the maximum extent permitted by applicable law.
Rules of Construction. The words “include”, “included”, “includes” or “including” as used herein will be understood to be followed by the phrase “without limitation”. The word “all” includes “any” and the word “any” includes “all”. The words “herein” and “hereunder” refer to all of the Terms. Unless context expressly requires otherwise, the conjunction “or” will be understood to mean “and/or”. The section headings in these Terms are inserted for convenience only and are not a part of the Terms and will not affect the meaning or interpretation of these Terms.
Other Agreements. Your use of any Program remains subject to these Terms at all times as well as the Agreement. In the event of a conflict between these Terms and the Agreement, these Terms shall control.
Choice of Law. You agree that any claim or dispute that may arise between you and Coinbase will be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of laws principles, except to the extent such state law is preempted by federal law.
Assignment and Delegation. You may not assign or delegate any of your rights or obligations under these Terms to anyone without Coinbase’s prior written consent, and any assignment in violation of this paragraph will be null and void. Coinbase may freely assign its rights or delegate its obligations under these Terms, including in connection with any merger, acquisition or asset sale. Subject to the foregoing, these Terms will bind and inure to the benefit of you and Coinbase, and your and Coinbase’s respective successors and permitted assigns.
Severability. In the event any part of these Terms is deemed unenforceable, you and Coinbase authorize a court of competent jurisdiction to make the modifications that are necessary to comply with existing law, in a manner most closely representing the original intent of Coinbase and you as expressed in these Terms.
Termination of the Agreement. In the event of a termination of the Agreement, your enrollment in all relevant Programs shall automatically terminate accordingly.
II. Coinbase Prime Rewards Program
1. Definitions
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement, or in the respective exhibit, addendum or supplement attached thereto.
The following terms shall have the meaning set forth below for purposes of these Program Terms:
“Daily Balance Method” means the application of the daily Prime Rewards Rate in Coinbase’s sole discretion to the fully settled USDC held in your Total Prime Balance each day, as determined and calculated by Coinbase in its sole discretion.
“Effective Date” means the effective date of these Terms, which upon initial enrollment shall be the date of your enrollment in the Program.
“Minimum Amount” means the minimum amount of USDC held in the Total Prime Balance to qualify for the Program, as established by Coinbase from time to time. The current Minimum Amount is 1 USDC.
“Total Prime Balance” means the aggregate balance of USDC across your Trading and Vault Accounts and, if applicable, Prime Custody Account and Prime Onchain Wallet, in each case to the extent such balances are deemed eligible by Coinbase.
“Prime Rewards” shall have the meaning set forth in Section II(2)(a)(i).
“Prime Rewards Rate” means the annual rate of rewards earned on the Total Prime Balance, which does not reflect compounding, as established by Coinbase from time to time.
“Prime Onchain Wallet” means the non-custodial Digital Asset wallet and related services provided by Coinbase or its affiliate.
“Trading Account” means the Trading Account or Trading Balance as further defined in the Agreement.
“USDC” means (a) the ERC-20 token USD Coin, a USD-backed cryptocurrency stablecoin operated by Circle Internet Financial, LLC, or (b) any successor digital asset capable of redemption for corresponding value in fiat U.S. Dollars, in each case solely on the blockchain networks supported by the Program as determined in Coinbase’s sole discretion.
“Vault Account” means the Vault Account or Vault Balance as further defined in the Agreement.
2. Prime Rewards
Eligibility.
Provided you hold the Minimum Amount in your Total Prime Balance, upon the Effective Date, you may be eligible to earn rewards on the amount of USDC held in the Total Prime Balance in amounts of USDC as described in Section II(2)(b) below (the “Prime Rewards”).
In the event your Total Prime Balance falls below the Minimum Amount, your enrollment in the Program will be paused until such time that you hold at least the Minimum Amount in the Total Prime Balance. During such period, you will retain all Prime Rewards previously accrued but not yet distributed.
You may terminate your participation in the Program at any time by providing email notice to Coinbase in accordance with the terms of the Agreement. In the event the Agreement is terminated for any reason or you opt-out of the Program, you will forfeit any rewards that have accrued but have not yet been distributed at that time.
If at any time Coinbase in its sole discretion deems you to be ineligible for the Program, your enrollment in the Program will be suspended and Coinbase will provide email notice or other written notice within the Prime Broker Account interface of such enrollment suspension to you in accordance with the terms of the Agreement.
Calculation.
Prime Rewards are earned on a daily basis in the form of USDC at the then current Prime Rewards Rate.
Coinbase will use the Daily Balance Method to determine the Prime Rewards earned by you for a particular day. Any USDC must be fully settled, as determined by Coinbase in its sole discretion, within your Total Prime Balance in order to earn Prime Rewards for the day. The rate used to determine Prime Rewards earned for a particular day is the then current Prime Rewards Rate divided by 365 (or, in a leap year, by 366).
Coinbase shall make commercially reasonable efforts to credit Prime Rewards earned in a particular month to your Trading Account within (7) business days after the start of the next month, but in no event will such Prime Rewards be credited later than thirty (30) days after the start of the next month. Prime Rewards are rounded-down to the nearest sixth decimal place.
Changes. Coinbase reserves the right to change the Prime Rewards Rates and the Minimum Amount at any time. Coinbase reserves the right to add, change, or delete any provision of these terms and to terminate the Program, or your participation in the Program, at any time.
III. Coinbase Exchange USDC Rewards Program
1. Defined Terms
Capitalized terms used and not otherwise defined in this Addendum shall have the meanings assigned to them in the Agreement, or in the respective exhibit, addendum or supplement attached thereto.
The following terms shall have the meaning set forth below for purposes of these Program Terms:
“Daily Balance Method” means the application of the daily USDC Rewards Rate in Coinbase’s sole discretion to the fully settled USDC held in your Platform Account each day, as determined by Coinbase in its sole discretion.
“Effective Date” means the effective date of these Terms, which upon initial enrollment shall be the date of your enrollment in the Program.
“Minimum Amount” means the minimum amount of USDC held in your Platform Account to qualify for the Program, as established by Coinbase from time to time. The current Minimum Amount is 1 USDC.
“Total Platform Balance” means the aggregate balance of USDC held in your Platform Account to the extent such balances are deemed eligible by Coinbase.
“USDC Rewards” shall have the meaning set forth in Section III(2)(a)(i).
“USDC Rewards Rate” means the annual rate of rewards earned on the Total Platform Balance, which does not reflect compounding, as established by Coinbase from time to time.
“USDC” means (a) the ERC-20 token USD Coin, a USD-backed cryptocurrency stablecoin operated by Circle Internet Financial, LLC, or (b) any successor digital asset capable of redemption for corresponding value in fiat U.S. Dollars, in each case solely on the blockchain networks supported by the Program as determined in Coinbase’s sole discretion
2. USDC Rewards
Eligibility.
Provided you hold the Minimum Amount in your Total Platform Balance, upon the Effective Date, you may be eligible to earn rewards on the amount of USDC held in your Platform Account in amounts of USDC as described in Section III(2)(b) below (the “USDC Rewards”).
In the event your Total Platform Balance falls below the Minimum Amount, your enrollment in the Program will be paused until such time that you hold at least the Minimum Amount in the Platform Account. During such period, you will retain all USDC Rewards previously accrued but not yet distributed.
You may terminate your participation in the Program at any time by providing email notice to Coinbase in accordance with the terms of the Agreement. In the event the Agreement is terminated for any reason or you opt out of the Program, you will forfeit any rewards that have accrued but have not yet been distributed at that time.
If at any time Coinbase in its sole discretion deems you to be ineligible for the Program, your enrollment in the Program will be suspended and Coinbase will provide email notice or other written notice within the Exchange interface of such enrollment suspension to you in accordance with the terms of the Agreement.
Calculation.
USDC Rewards are earned on a daily basis in the form of USDC at the then-current USDC Rewards Rate.
Coinbase will use the Daily Balance Method to determine the USDC Rewards earned by you for a particular day. Any USDC must be fully settled, as determined by Coinbase in its sole discretion, within your Total Platform Balance in order to earn USDC Rewards for the day. The rate used to determine USDC Rewards earned for a particular day is the then-current USDC Rewards Rate divided by 365 (or, in a leap year, by 366).
Coinbase shall make commercially reasonable efforts to credit USDC Rewards earned in a particular month to your Platform Account within (7) business days after the start of the next calendar month, but in no event will such USDC Rewards be credited later than thirty (30) days after the start of the next calendar month. USDC Rewards are rounded-down to the nearest sixth decimal place.
Changes. Coinbase reserves the right to change the USDC Rewards Rates and the Minimum Amount at any time. Coinbase reserves the right to add, change, or delete any provision of these terms and to terminate the Program, or your participation in the Program, at any time.
IV. Coinbase Prime Rebates Program
1. Definitions
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement, or in the respective exhibit, addendum or supplement attached thereto.
The following terms shall have the meaning set forth below for purposes of these Program Terms:
“Daily Balance Method” means the application of the daily Prime Rebates Rate in Coinbase’s sole discretion to the fully settled Eligible Tokens held in your Total Prime Balance each day, as determined and calculated by Coinbase in its sole discretion.
“Effective Date” means the effective date of these Terms, which upon initial enrollment shall be the date of your enrollment in the Program.
“Eligible Fee(s)” means the Custody Account or Vault Account Storage Fee as described in the Coinbase Prime Fee Schedule to the Agreement.
“Eligible Token(s)” means USDC, or such other token deemed eligible by Coinbase from time to time.
“Minimum Amount” means the minimum amount of Eligible Tokens held in the Total Prime Balance to qualify for the Program, as established by Coinbase from time to time. The current Minimum Amount is 1 Eligible Token.
“Total Prime Balance” means the aggregate balance of Eligible Tokens in your Vault Account, to the extent such balances are deemed eligible by Coinbase.
“Prime Rebate Credits” has the meaning set forth in Section IV(5)(a)(i).
“Prime Rebates Rate” means the annual rate of rebates earned on the Total Prime Balance, which does not reflect compounding, as established by Coinbase from time to time.
“Prime Onchain Wallet” means the non-custodial Digital Asset wallet and related services provided by Coinbase or its Affiliate.
“Trading Account” means the Trading Account or Trading Balance as further defined in the Agreement.
“USDC” means (a) the ERC-20 token USD Coin, a USD-backed cryptocurrency stablecoin operated by Circle Internet Financial, LLC, or (b) any successor digital asset capable of redemption for corresponding value in fiat U.S. Dollars, in each case solely on the blockchain networks supported by the Program as determined in Coinbase’s sole discretion.
“Vault Account” means the Vault Account or Vault Balance as further defined in the Agreement.
2. Prime Rebates
Eligibility.
Provided you hold the Minimum Amount in your Total Prime Balance, upon the Effective Date, you may be eligible to earn a rebate in the form of Coinbase Prime Fee credits, based on the amount of Eligible Tokens held in the Total Prime Balance, as further described in Section IV(5)(b) below (the “Prime Rebate Credits”).
In the event your Total Prime Balance falls below the Minimum Amount, your enrollment in the Program will be paused until such time that you hold at least the Minimum Amount in the Total Prime Balance. During such period, you will retain all Prime Rebate Credits previously accrued but not yet applied.
You may terminate your participation in the Program at any time by providing email notice to Coinbase in accordance with the terms of the Agreement. In the event the Agreement is terminated for any reason or you opt-out of the Program, you will forfeit any rewards that have accrued but have not yet been applied at that time.
If at any time Coinbase in its sole discretion deems you to be ineligible for the Program, your enrollment in the Program will be suspended and Coinbase will provide email notice or other written notice within the Prime Broker Account interface of such enrollment suspension to you in accordance with the terms of the Agreement.
Calculation.
Prime Rebate Credits are earned on a daily basis at the then current Prime Rebates Rate.
Coinbase will use the Daily Balance Method to determine the Prime Rebate Credits earned by you for a particular day. Any Eligible Tokens must be fully settled, as determined by Coinbase in its sole discretion, within your Total Prime Balance in order to earn Prime Rebate Credits for the day. The rate used to determine the Prime Rebate Credits earned for a particular day is the then current Prime Rebates Rate divided by 365 (or, in a leap year, by 366). Prime Rebate Credits are rounded down to the nearest sixth decimal place.
Application to Eligible Fees; Expiration.
Upon the Effective Date, Prime Rebate Credits earned by Client will be applied to the next invoice issued by Coinbase that includes Eligible Fees.
The maximum amount of Prime Rebate Credits that Client is eligible to receive credit for on a given month’s invoice shall be no greater than the Eligible Fee amounts actually invoiced to Client for that month.
Earned but unused Prime Rebate Credits will (i) be applied to Eligible Fees on subsequent invoices on a ‘first-in, first-out’ basis, and (ii) expire at the end of the twelfth (12th) month following the date on which the Prime Rebate Credit was earned. Upon expiration, the Prime Rebate Credit will no longer be available to offset Eligible Fees.
Changes. Coinbase reserves the right to change the Prime Rebates Rates and the Minimum Amount at any time. Coinbase reserves the right to add, change, or delete any provision of these terms and to terminate the Program, or your participation in the Program, at any time.
V. Stablecoin Conversion Program
Conversions. Based on eligibility, Coinbase may allow you to convert fiat currency to an available stablecoin. Additionally, Coinbase may allow you to intentionally remove such stablecoins from the circulating supply by sending stablecoins to an irretrievable burn address.
Fees/billing. Coinbase may assess a fee (“Stablecoin Conversion Fee”) on any such conversions based on various criteria, including, but not limited to, amounts converted, conversions over a duration of time, conversion across related accounts, participation in liquidity programs or related, any combination thereof, or any other criteria determined by Coinbase in its sole discretion. Coinbase shall deduct fees directly from your platform account. Stablecoin Conversion Fees are subject to modification from time to time, and Coinbase reserves the right to modify the fees at its discretion at any time with prior notice to Client, and Client acknowledges that it is solely responsible for ensuring knowledge of applicable fees prior to use of any services.
Market Integrity. Coinbase has the authority to take any action deemed appropriate to preserve market integrity. Such actions include, but are not limited to, the halting of any conversions or related trading, canceling orders, modifying risk-mitigating parameters, restricting access to product offerings, updating the criteria for access to product offerings, or any other actions deemed to be in the best interest of Coinbase market and platform integrity.
Coinbase Canada Institutional Stablecoin Programs Terms of Use
Updated October 20, 2025
General Terms
Please carefully read the entirety of these Terms. By participating in a Coinbase Canada stablecoin program described below (each, a “Program”), you agree to be bound by these Terms of Use (the “Terms”), including all amendments and updates made between your initial acceptance of these Terms and any future access, participation, or use. If you do not agree to these Terms, do not participate in the Program.
These Terms are entered into between you and Coinbase Canada, Inc. and certain of its respective affiliates from time to time as applicable (individually and collectively, “Coinbase”) and govern your use of the Program. These Terms constitute a supplement to the Prime Broker Agreement between you and Coinbase Canada, Inc. and the other Coinbase Entities (the “Agreement”). Unless otherwise defined herein, capitalized terms used in these Terms shall have the meanings assigned to them in the Agreement.
By enrolling in a Program, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not enroll in a Program. Except with respect to any Stablecoin Conversion Program, you may only enroll in one Program at a time and, for the avoidance of doubt, in the event you elect to change your enrollment from one Program to another Program, you will forfeit any benefits associated with the initial Program (including any Rewards or Rebates, as applicable) that may have accrued but have not yet been paid to or otherwise received by you. You represent and warrant that you are of legal age to enter into a binding agreement and are otherwise legally able and competent to enter into and carry out these Terms. If you are enrolling in the Program on behalf of any entity, you represent and warrant that you are authorized to enter into these Terms on such entity’s behalf, and that such entity agrees to be responsible to Coinbase if you or that entity violates these Terms. As used in these Terms and unless separately identified as applicable to either an individual or entity, “you” and “your” refer to both you individually and the entity on behalf of which you are entering into these Terms. By agreeing to these Terms, you represent and warrant that all information you submit to Coinbase is true, accurate, current and complete.
USDC IS NOT LEGAL TENDER. USDC IS A SUPPORTED DIGITAL ASSET AND COINBASE HAS NO RIGHT TO USE ANY USDC IN YOUR COINBASE ACCOUNT OR ONCHAIN WALLET. COINBASE IS NOT A DEPOSITORY INSTITUTION, AND YOUR USDC WALLET IS NOT A DEPOSIT ACCOUNT.
Changes to Terms. Coinbase may modify these Terms from time to time at its discretion. It is your responsibility to monitor updates to these Terms. Your continued use of or participation in the Program signifies your agreement to any such updates. If you do not agree, you may not continue to participate in the Program.
Changes to the Program and Suspension of Access. Coinbase may from time to time, without notice and in its sole discretion, withdraw, suspend, or change the Program or your access to the Program. You agree that Coinbase has no obligation to provide the Program to you and will not be liable if the Program is unavailable or changes for any reason. For the avoidance of doubt, you agree that you will in no way engage in abusive use of a Program or use it in a manner which unreasonably burdens any Coinbase platform or service, as determined by Coinbase in its sole discretion.
Disclaimers. Please note, digital assets are not legal tender, are not backed by any government, and are not insured or guaranteed by the Canada Deposit Insurance Corporation or the Canadian Investor Protection Fund. Legislative and regulatory changes or actions at the state, provincial, or international level may adversely affect the use, transfer, exchange, and/or value of digital assets. Coinbase is not the issuer of USDC, does not hold reserves for USDC, and has no obligation to repurchase USDC for USD. The use of stablecoins or other pegged token services and related service offerings, should be evaluated for a variety of risk factors, including market, liquidity, operational, regulatory and legal risks. A Program may not be available to you based on where you reside or based on the Coinbase entity you are using for services. Nothing herein constitutes the provision of accounting, investment, legal, or tax advice. You assume full responsibility for your activity and use of any services and should consult your advisors to discuss your specific situation before making any decisions related to the use of any services. Coinbase assumes no liability, obligation, or responsibility for client decisions.
Indemnification. To the maximum extent permitted by law, you will indemnify and hold harmless Coinbase, its affiliates, and its and their respective directors, officers, employees, and agents (“Coinbase Protected Parties”) against all liabilities, costs, damages, and expenses arising out of or relating to your use of the Program, including damages arising directly from your act or omission (including without limitation breach of these Terms) as well as judgments, settlements, and expenses (including reasonable attorneys’ fees and legal costs) arising from a threatened or actual suit, investigation, proceeding, or other claim between you and a Coinbase Protected Party or between a third party and a Coinbase Protected Party arising out of or relating to your use of a Program. Coinbase may control the defense of any such Claim, at your cost and expense, and you will provide Coinbase any assistance that Coinbase reasonably requests in defending any such Claim.
Limitation of Liability. To the maximum extent permitted by applicable law, the Coinbase Protected Parties will not be liable for any direct, indirect, incidental, special, punitive, or consequential damages of any kind—including lost profits or trading losses—related to a Program or these Terms, irrespective of whether such damages arise from claims brought in contract, tort, negligence, warranty, strict liability, or any other theory at law or equity, and even if Coinbase has been advised of the possibility of such damages. Without limiting the foregoing, to the maximum extent permitted by applicable law, in no event will the Coinbase Protected Parties’ aggregate liability arising out of or relating to these Terms or your use of Prime Rewards exceed CAD 1000. If any limitations in this paragraph are unenforceable as written in any instance, then such limitations will apply to the maximum extent permitted by applicable law.
Rules of Construction. The words “include”, “included”, “includes” or “including” as used herein will be understood to be followed by the phrase “without limitation”. The word “all” includes “any” and the word “any” includes “all”. The words “herein” and “hereunder” refer to all of the Terms. Unless context expressly requires otherwise, the conjunction “or” will be understood to mean “and/or”. The section headings in these Terms are inserted for convenience only and are not a part of the Terms and will not affect the meaning or interpretation of these Terms.
Other Agreements. Your use of any Program remains subject to these Terms at all times as well as the Agreement. In the event of a conflict between these Terms and the Agreement, these Terms shall control.
Choice of Law. You agree that any claim or dispute that may arise between you and Coinbase will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, excluding its conflicts of laws principles, except to the extent Ontario law is preempted by the federal laws of Canada.
Assignment and Delegation. You may not assign or delegate any of your rights or obligations under these Terms to anyone without Coinbase’s prior written consent, and any assignment in violation of this paragraph will be null and void. Coinbase may freely assign its rights or delegate its obligations under these Terms, including in connection with any merger, acquisition or asset sale. Subject to the foregoing, these Terms will bind and inure to the benefit of you and Coinbase, and your and Coinbase’s respective successors and permitted assigns.
Severability. In the event any part of these Terms is deemed unenforceable, you and Coinbase authorize a court of competent jurisdiction to make the modifications that are necessary to comply with existing law, in a manner most closely representing the original intent of Coinbase and you as expressed in these Terms.
Termination of the Agreement. In the event of a termination of the Agreement, your enrollment in all relevant Programs shall automatically terminate accordingly.
French Language Waiver. You confirm your express wish that all documents evidencing or relating to these Terms, including documents relating to the Programs and all other contracts and related documents be drafted exclusively in the English language. Le client confirme sa volonté expresse que ces termes, tous les documents attestant des programmes ou s'y rapportant ainsi que tous les autres contrats et documents s’y rattachant soient rédigés en langue anglaise uniquement.
II. Coinbase Prime Rewards Program
1. Definitions
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement, or in the respective exhibit, addendum or supplement attached thereto.
The following terms shall have the meaning set forth below for purposes of these Program Terms:
“Daily Balance Method” means the application of the daily Prime Rewards Rate in Coinbase’s sole discretion to the fully settled USDC held in your Total Prime Balance each day, as determined and calculated by Coinbase in its sole discretion.
“Effective Date” means the effective date of these Terms, which upon initial enrollment shall be the date of your enrollment in the Program.
“Minimum Amount” means the minimum amount of USDC held in the Total Prime Balance to qualify for the Program, as established by Coinbase from time to time. The current Minimum Amount is 1 USDC.
“Total Prime Balance” means the aggregate balance of USDC across your Trading and Vault Balances and, if applicable, Prime Onchain Wallet, in each case to the extent such balances are deemed eligible by Coinbase.
“Prime Rewards” shall have the meaning set forth in Section II(2)(a)(i).
“Prime Rewards Rate” means the annual rate of rewards earned on the Total Prime Balance, which does not reflect compounding, as established by Coinbase from time to time.
“Prime Onchain Wallet” means the non-custodial Digital Asset wallet and related services provided by Coinbase or its affiliate.
“USDC” means (a) the ERC-20 token USD Coin, a USD-backed cryptocurrency stablecoin operated by Circle Internet Financial, LLC, or (b) any successor digital asset capable of redemption for corresponding value in fiat U.S. Dollars, in each case solely on the blockchain networks supported by the Program as determined in Coinbase’s sole discretion.
2. Prime Rewards
Eligibility
Provided you hold the Minimum Amount in your Total Prime Balance, upon the Effective Date, you may be eligible to earn rewards on the amount of USDC held in the Total Prime Balance in amounts of USDC as described in Section II(2)(b) below (the “Prime Rewards”).
In the event your Total Prime Balance falls below the Minimum Amount, your enrollment in the Program will be paused until such time that you hold at least the Minimum Amount in the Total Prime Balance. During such period, you will retain all Prime Rewards previously accrued but not yet distributed.
You may terminate your participation in the Program at any time by providing email notice to Coinbase in accordance with the terms of the Agreement. If at any time Coinbase in its sole discretion deems you to be ineligible for the Program, your enrollment in the Program will be terminated and Coinbase will provide email notice or other written notice within the Prime Broker Account interface of such enrollment termination to you in accordance with the terms of the Agreement.
In the event your participation in the Program is terminated for any reason (including in connection with 2(a)(iii) above), you will forfeit any rewards that have accrued but have not yet been paid at that time.
Calculation
Prime Rewards are earned on a daily basis in the form of USDC at the then current Prime Rewards Rate.
Coinbase will use the Daily Balance Method to determine the Prime Rewards earned by you for a particular day. Any USDC must be fully settled, as determined by Coinbase in its sole discretion, within your Total Prime Balance in order to earn Prime Rewards for the day. The rate used to determine Prime Rewards earned for a particular day is the then current Prime Rewards Rate divided by 365 (or, in a leap year, by 366).
Coinbase shall make commercially reasonable efforts to credit Prime Rewards earned in a particular month to your Trading Balance within (7) business days after the start of the next calendar month, but in no event will such Prime Rewards be credited later than thirty (30) days after the start of the next calendar month. Prime Rewards are rounded-down to the nearest sixth decimal place.
Changes. Coinbase reserves the right to change the Prime Rewards Rates and the Minimum Amount at any time. Coinbase reserves the right to add, change, or delete any provision of these terms and to terminate the Program, or your participation in the Program, at any time.
III. Coinbase Prime Rebates Program
1. Definitions
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement, or in the respective exhibit, addendum or supplement attached thereto.
The following terms shall have the meaning set forth below for purposes of these Program Terms:
“Daily Balance Method” means the application of the daily Prime Rebates Rate in Coinbase’s sole discretion to the fully settled Eligible Tokens held in your Total Prime Balance each day, as determined and calculated by Coinbase in its sole discretion.
“Effective Date” means the effective date of these Terms, which upon initial enrollment shall be the date of your enrollment in the Program.
“Eligible Fee(s)” means the Custody Account or Vault Account Storage Fee as described in the Coinbase Prime Fee Schedule to the Agreement.
“Eligible Token(s)” means USDC, or such other token deemed eligible by Coinbase from time to time.
“Minimum Amount” means the minimum amount of Eligible Tokens held in the Total Prime Balance to qualify for the Program, as established by Coinbase from time to time. The current Minimum Amount is 1 Eligible Token.
“Total Prime Balance” means the aggregate balance of Eligible Tokens in your Vault Balance, to the extent such balances are deemed eligible by Coinbase.
“Prime Rebate Credits” has the meaning set forth in Section IV(5)(a)(i).
“Prime Rebates Rate” means the annual rate of rebates earned on the Total Prime Balance, which does not reflect compounding, as established by Coinbase from time to time.
“Prime Onchain Wallet” means the non-custodial Digital Asset wallet and related services provided by Coinbase or its Affiliate.
“USDC” means (a) the ERC-20 token USD Coin, a USD-backed cryptocurrency stablecoin operated by Circle Internet Financial, LLC, or (b) any successor digital asset capable of redemption for corresponding value in fiat U.S. Dollars, in each case solely on the blockchain networks supported by the Program as determined in Coinbase’s sole discretion.
2. Prime Rebates
Eligibility.
Provided you hold the Minimum Amount in your Total Prime Balance, upon the Effective Date, you may be eligible to earn a rebate in the form of Coinbase Prime Fee credits, based on the amount of Eligible Tokens held in the Total Prime Balance, as further described in Section IV(5)(b) below (the “Prime Rebate Credits”).
In the event your Total Prime Balance falls below the Minimum Amount, your enrollment in the Program will be paused until such time that you hold at least the Minimum Amount in the Total Prime Balance. During such period, you will retain all Prime Rebate Credits previously accrued but not yet applied.
You may terminate your participation in the Program at any time by providing email notice to Coinbase in accordance with the terms of the Agreement. If at any time Coinbase in its sole discretion deems you to be ineligible for the Program, your enrollment in the Program will be terminated and Coinbase will provide email notice or other written notice within the Prime Broker Account interface of such enrollment termination to you in accordance with the terms of the Agreement.
In the event your participation in the Program is terminated for any reason (including in connection with 2(a)(iii) above), you will forfeit any rebates that have accrued but have not yet been applied at that time.
Calculation.
Prime Rebate Credits are earned on a daily basis at the then current Prime Rebates Rate.
Coinbase will use the Daily Balance Method to determine the Prime Rebate Credits earned by you for a particular day. Any Eligible Tokens must be fully settled, as determined by Coinbase in its sole discretion, within your Total Prime Balance in order to earn Prime Rebate Credits for the day. The rate used to determine the Prime Rebate Credits earned for a particular day is the then current Prime Rebates Rate divided by 365 (or, in a leap year, by 366). Prime Rebate Credits are rounded down to the nearest sixth decimal place.
Application to Eligible Fees; Expiration.
Upon the Effective Date, Prime Rebate Credits earned by Client will be applied to the next invoice issued by Coinbase that includes Eligible Fees.
The maximum amount of Prime Rebate Credits that Client is eligible to receive credit for on a given month’s invoice shall be no greater than the Eligible Fee amounts actually invoiced to Client for that month.
Earned but unused Prime Rebate Credits will (i) be applied to Eligible Fees on subsequent invoices on a ‘first-in, first-out’ basis, and (ii) expire at the end of the twelfth (12th) month following the date on which the Prime Rebate Credit was earned. Upon expiration, the Prime Rebate Credit will no longer be available to offset Eligible Fees.
Changes. Coinbase reserves the right to change the Prime Rebates Rates and the Minimum Amount at any time. Coinbase reserves the right to add, change, or delete any provision of these terms and to terminate the Program, or your participation in the Program.
IV. Stablecoin Conversion Program
1. Conversions. Based on eligibility, Coinbase may allow you to convert fiat currency to stablecoins. Additionally, Coinbase may allow you to intentionally remove stablecoins from the circulating supply by sending stablecoins to an irretrievable address.
2. Fees/billing. Coinbase may assess a stablecoin conversion fee on any such conversions based on various criteria, including, but not limited to, amounts converted, conversions over a duration of time, conversion across related accounts, participation in liquidity programs or related, any combination thereof, or any other criteria determined by Coinbase in its sole discretion.
Coinbase shall deduct fees directly from your platform account. Stablecoin conversion fees are subject to modification from time to time, and Coinbase reserves the right to modify the fees at its discretion at any time with prior notice to you, and you acknowledge that you are solely responsible for ensuring knowledge of applicable fees prior to use of any services.
3. Market Integrity. Coinbase has the authority to take any action deemed appropriate to preserve market integrity. Such actions include, but are not limited to, the halting of any conversions or related trading, canceling orders, modifying risk-mitigating parameters, restricting access to product offerings, updating the criteria for access to product offerings, or any other actions deemed to be in the best interest of Coinbase market and platform integrity.
