Unauthorized Users. Client shall not permit any person or entity that is not Client or an Authorized Representative (each, an “Unauthorized User”) to access, connect to, or use the Coinbase PB Site or the PB Services. Except to the extent caused by a Coinbase Entity's gross negligence, fraud, or willful misconduct, the Coinbase Entities shall have no liability, obligation, or responsibility whatsoever for, and Client shall be fully responsible and liable for, any and all Claims and Losses arising out of or relating to the acts and omissions of any Unauthorized User in respect of the Coinbase PB Site or the PB Services. Client shall notify Coinbase immediately if Client believes or becomes aware that an Unauthorized User has accessed, connected to, or used the Coinbase PB Site or the PB Services (each such notification, an “Access Compromise Notice”) and request that the Client’s Prime Broker Account is suspended. Upon the suspension of the Client’s Prime Broker Account, Client shall not be responsible for any subsequent act or omission of the Unauthorized User responsible for the initial suspension of the Prime Broker Account. Upon the cessation of the suspension of the Client’s Prime Broker Account then the Client’s obligations under this Section 8.4 will resume. Coinbase shall use commercially reasonable efforts to cancel, terminate or otherwise disable the unauthorized access method as soon as reasonably practicable but in no event later than two Business Days following receipt of an Access Compromise Notice.
Appears in 2 contracts
Sources: Coinbase Prime Broker Agreement (Morgan Stanley Bitcoin Trust), Coinbase Prime Broker Agreement (Morgan Stanley Bitcoin Trust)