Market Data Agreement

Last modified: July 27, 2018

Introduction

Welcome! Thanks for visiting Gemini, a digital asset exchange and custodian operated by and proprietary to Gemini Trust Company, LLC (d/b/a Gemini Exchange, LLC in AK, AZ, DE, ID, KY, KS, MA, MI, MN, NC, ND, NM, OH, OR, SD, UT, and VA). By accessing, using, consuming, or redistributing Gemini Market Data in any way, you are agreeing to enter into this market data agreement (the “Market Data Agreement”) by and between you and Gemini Trust Company, LLC, and be legally bound by its terms and conditions, so please read them carefully. If any policies, practices, rights, or limitations of this Market Data Agreement are unacceptable to you, please do not access, use, consume, or redistribute Gemini Market Data. Use of the words “we,” “us,” or “our” in this Market Data Agreement refers to Gemini Trust Company, LLC and any or all of its affiliates.

Using our Market Data

By visiting, accessing, or using Gemini, you have affirmed that you are at least 18 years old, have the legal capacity to enter into this Market Data Agreement by and between you and Gemini Trust Company, LLC, and agree to be legally bound by the terms and conditions of this Market Data Agreement in their entirety.

You understand and agree that this Market Data Agreement is subject to the terms and conditions set forth in our User Agreement. In case of conflict, the User Agreement shall control.

Your use of Gemini Market Data must comply with our User Agreement, which is available here:

https://gemini.com/user-agreement/

Feel free to print and keep a copy of this Market Data Agreement, but please understand that we reserve the right to change any of these terms and conditions at any time. But don’t worry, you can always find the latest version of this Market Data Agreement here on this page. Accessing, using, consuming, or redistributing Gemini Market Data following any change to this Market Data Agreement is considered to be your acceptance of any such changes. You should, therefore, read this Market Data Agreement from time to time. If you do not agree to be bound by this Market Data Agreement, you should not access, use, consume, or redistribute Gemini Market Data.

License

Subject to the terms and conditions set forth herein, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license to (i) receive, download, store, and copy Gemini Market Data and (ii) disseminate the Gemini Market Data to subscribers of your subscription service (“Subscribers”), as applicable, in each case, solely for the Permitted Purpose (as described below). You shall not use Gemini Market Data for any Prohibited Market Data Use (as described below).

Market Data Fees

For information on the Gemini Market Data Fee Schedule, please see our Market Data Fee Schedule page here:

https://gemini.com/market-data-fee-schedule/

By accessing, using, consuming, or redistributing Gemini Market Data, you are agreeing to accept our Market Data Fee Schedule. We reserve the right to change, modify, or increase our Market Data Fee Schedule at any time. Any change to our Market Data Fee Schedule will be posted for at least three calendar days before it takes effect and no change will be in effect for less than 30 calendar days. You agree and understand that by accessing, using, consuming, or redistributing Gemini Market Data following any change to our Market Data Fee Schedule, you are agreeing to accept our new Market Data Fee Schedule.

Permitted Purpose

You may access, use, consume, and disseminate Gemini Market Data to Subscribers solely for such Subscribers’ (i) general informational purposes and (ii) analysis of prices and markets and financial products relating thereto (“Permitted Purpose”). For the avoidance of doubt, the Permitted Purpose excludes any Prohibited Market Data Use.

You shall ensure that any and all dissemination of Gemini Market Data by you to any Subscriber shall (i) be prohibited from (A) further disseminating Gemini Market Data or (B) using or permitting the use of Gemini Market Data or any part thereof for any Prohibited Market Data Use, (ii) explicitly and conspicuously disclaims all express or implied warranties regarding the accuracy and reliability of the Gemini Market Data and any and all liability of us, whether in tort, contract or otherwise, for any direct or indirect damages or losses of any kind arising from any uses of, or inaccuracies or omissions in, the Gemini Market Data, and (iii) include terms substantially similar to the terms set forth under this Market Data Agreement.

You will use commercially reasonable efforts to monitor your Subscribers’ use of the Gemini Market Data and detect any noncompliance with the Permitted Purpose and Prohibited Market Data Uses hereunder, and will not disseminate Gemini Market Data to any individual, group, corporation, partnership, association, limited liability company, governmental entity, trust or other entity or organization (“Person”) that you know or have reason to know is using, disseminating, or otherwise exploiting, or intends to use, disseminate, or otherwise exploit, Gemini Market Data for any Prohibited Market Data Use.

If you become aware that any Subscriber (or any other Person that has received Gemini Market Data originally provided by you) is using the Gemini Market Data, or any part thereof, contrary to the provisions of this Market Data Agreement, you shall (i) notify the applicable Person that it must immediately cease such misuse and provide written confirmation and documentation evidencing that it has ceased (or never committed) such misuse, (ii) promptly provide us with notice of such activity, including the identity of such Person and the nature of the misuse, and (iii) use commercially reasonable efforts to provide us with any assistance that we reasonably request to terminate and confirm the termination of such misuse. If the Person fails to comply with your notice within such period as we may reasonably specify, you shall promptly cease to supply the Gemini Market Data to such Person and, if we reasonably deem necessary, you will use your reasonable efforts to enforce your contractual and other legal rights against the recipient in question to stop and otherwise cure any further Prohibited Market Data Use by such Person.

You shall, within 15 days of receiving our written request, provide us with copies of the forms and formats of the Subscriber Agreements pursuant to which you have granted to Subscribers the right to receive Gemini Market Data.

We may, upon ten days prior written notice and not more than twice during any 12 month period, audit you through a professional independent third-party auditor in order to confirm your compliance with the terms set forth under this Market Data Agreement. Such audit shall be conducted during normal business hours, during which time you will reasonably cooperate with such audit, and make available Persons and all books and records that are reasonably required to verify your compliance with the terms and conditions, including with respect to your fee obligations, set forth herein. Such audits will be at our sole cost and expense, provided that, notwithstanding any of the foregoing, if any audit described hereunder identifies any breach of this Market Data Agreement by you, you shall reimburse us for the costs that are associated with such audit, and we shall be permitted to conduct additional audits (including within the same 12 month period) in accordance with the terms hereof to confirm that any such breach has been cured.

Prohibited Market Data Use

You agree that you will not use Gemini Market Data in any way that would violate any Applicable Laws (as defined in the User Agreement) or violate the terms and conditions of this Market Data Agreement or our API Agreement, as applicable (collectively, “Prohibited Market Data Use”). The following also constitutes Prohibited Market Data Use:

Financial Products

You agree that you will not, without our prior written approval, use Gemini Market Data to: (i) develop, create, register, issue, list, or otherwise cause to bring to market any investment product, financial product, or financial contract of any kind; or (ii) create a financial benchmark, reference rate, or index. If you would like to use Gemini Market Data for a financial product, benchmark, or another commercial purpose, please email bizdev@gemini.com.

Distribution

You agree that you will not, without our prior written approval, distribute, redistribute, disseminate, sell, resell, license, or sublicense Gemini Market Data to any party for any reason. If you would like to distribute Gemini Market Data, please email bizdev@gemini.com.

Attribution

We encourage and hereby authorize you to use and distribute Gemini Market Data, provided that any usage and distribution is accompanied by proper attribution. To the extent that you disseminate Gemini Market Data to Subscribers, including by displaying it on any materials (whether paper or electronic), you agree to provide appropriate attribution to make it clear to all Subscribers that Gemini Market Data was obtained from Gemini. Attribution should be made in a manner that is clear, visible and legible.

Below are recommended forms of proper attribution:

  1. Using the phrase “Data provided by Gemini”; and
  2. Including a hyperlink to Gemini.com.
Limited Rights

Nothing contained herein shall be construed as, nor shall result in, the conveyance to you or to any other Person of any ownership right, title, or interest in or to Gemini Market Data or any intellectual property or proprietary right therein, which shall, for the avoidance of doubt remain the sole and exclusive property.

Specific Performance

You understand and agree that we would be irreparably damaged if any of the provisions of this Market Data Agreement are not performed in accordance with their specific terms or are otherwise breached and that any nonperformance or breach of this Market Data Agreement by you could not be adequately compensated by monetary damages alone and that we would not have any adequate remedy at law. Accordingly, in addition to any other right or remedy to which we may be entitled, at law or in equity (including monetary damages), we shall be entitled to seek to enforce any provision of this Market Data Agreement by a decree of specific performance and to temporary, preliminary, and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Market Data Agreement, without posting any bond or other undertaking.

Suspension or Termination

You understand and agree that we may, in our sole discretion, change, suspend, discontinue, or terminate any aspect of Gemini Market Data, or its availability to you, at any time and without notice.

Questions

If you have any questions, would like to provide feedback, or would like more information about Gemini Market Data, please feel free to email us at support@gemini.com.