Market Data Agreement

Last modified: July 8th, 2019

Introduction

Welcome! Thanks for visiting Gemini, a digital asset platform operated by and proprietary to Gemini Trust Company, LLC (d/b/a Gemini Exchange, LLC in AK, AZ, DE, ID, IL, KS, KY, MA, MI, MN, NC, ND, NM, OH, OR, SC, SD, UT, and VA; d/b/a Gemini Exchange in WA). You agree and understand that by accessing or using 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 or use 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 Gemini Market Data

By accessing or using Gemini Market Data, you represent and affirm 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 agree and understand that this Market Data Agreement is subject to the terms and conditions set forth in our User Agreement; for the avoidance of doubt, this includes the terms and conditions set forth in the ‘General Provisions’ section of our User Agreement, which also govern this Market Data Agreement. In case of conflict, the User Agreement shall control. You further agree and understand that capitalized terms used in this Market Data Agreement, if defined in our User Agreement, shall have the meanings set forth in our User Agreement.

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.

You agree and understand that by accessing or using Gemini Market Data following any change to this Market Data Agreement, your access or use of Gemini Market Data shall constitute your agreement to the amended Market Data Agreement by and between you and Gemini Trust Company, LLC, and you agree to be legally bound by its terms and conditions as amended. 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 or use Gemini Market Data.

License

Subject to the terms and conditions set forth in this Market Data Agreement, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license to receive, download, store, and copy Gemini Market Data only for your Permitted Use (as described below) and, if you are an OEMS Service Provider that has executed an OEMS Service Provider Agreement with us, to redistribute Gemini Market Data to your subscribers (“Subscribers”) only for your Subscribers’ Permitted Use (as defined below) pursuant to a Subscriber Agreement (as defined below) and subject to the restrictions further set forth below with respect to OEMS Service Providers. For the avoidance of doubt, the license granted under this Market Data Agreement does not allow you to use Gemini Market Data for any Prohibited Use (as described below). You further agree that you will not use Gemini Market Data for any purpose not expressly authorized in this Market Data Agreement.

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/

You agree and understand that by accessing or using 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 further agree and understand that by accessing or using Gemini Market Data following any change to our Market Data Fee Schedule, you are agreeing to accept our new Market Data Fee Schedule.

Permitted Use
Personal and Internal Use

As used herein, you agree and understand that Permitted Use means your use of Gemini Market Data solely for: (i) personal and/or internal use; (ii) general informational purposes; or (iii) analysis of prices and markets and financial products relating thereto, but in each case, excluding any Prohibited Use. You agree and understand that you may receive, download, store, and copy Gemini Market Data to further any Permitted Use. For the avoidance of doubt, you agree and understand that Permitted Use does not include any Prohibited Use.

OEMS Service Provider

You agree and understand that if you are an OEMS Provider that has executed an OEMS Service Provider Agreement with us, you may only redistribute Gemini Market Data to your Subscribers pursuant to valid and written agreements between you and your Subscribers or valid and written agreements between you and users of your products or services, whether referred to as a subscriber agreement, user agreement, terms and conditions, terms of service, or otherwise (collectively, “Subscriber Agreements”), pursuant to which you ensure that any Subscriber that receives copies of or access to Gemini Market Data is prohibited from (i) further redistributing any Gemini Market Data or making Gemini Market Data available to any other Person (as defined below), and (ii) using Gemini Market Data (or permitting the use of Gemini Market Data or any part thereof) for any Prohibited Use. You further agree that any and all Subscriber Agreements pursuant to which you redistribute Gemini Market Data, and any and all redistribution of Gemini Market Data by you to any Subscriber will (A) explicitly and conspicuously disclaim all express or implied warranties regarding the accuracy and reliability of 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, Gemini Market Data, and (B) include terms no less restrictive than the terms set forth under this Market Data Agreement with respect to Prohibited Use and otherwise as set forth under the ‘Limited Rights’ section below. You will ensure that any Subscriber Agreement pursuant to which you redistribute Gemini Market Data to any Subscriber explicitly identify us as an express intended beneficiary of such Subscriber Agreement for all purposes relating to the use of Gemini Market Data.

You agree that you will use reasonable efforts to monitor your Subscribers’ use of Gemini Market Data and to detect any Prohibited Use and any other activities not permitted under this Market Data Agreement. You further agree and understand that you will not redistribute 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, redistributing, disseminating, or otherwise exploiting, or intends to use, redistribute, disseminate, or otherwise exploit, Gemini Market Data for any Prohibited Use or other activities not permitted under this Market Data Agreement.

You agree and understand that if you become aware that any Subscriber (or any other Person that has received Gemini Market Data directly or indirectly from you) is using Gemini Market Data, or any part thereof, contrary to the provisions of this Market Data Agreement, you will: (i) notify the applicable Person (including any Subscriber) 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 Written Notice of such activity, including the identity of such Person and the nature of the misuse; and (iii) use reasonable efforts to provide us with any assistance that we reasonably request to terminate and confirm the termination of such misuse. If the Person or Subscriber fails to comply with your notice within such period as we may reasonably specify, you agree that you will promptly cease to redistribute Gemini Market Data to such Person or Subscriber and, if we reasonably deem necessary, you agree that you will use your reasonable efforts to enforce your contractual and other legal rights against the Person or Subscriber to stop and otherwise cure any further Prohibited Use by such Person or Subscriber.

You agree that you will, within 15 days of receiving our Written Notice request, provide us with copies of the forms and formats of any Subscriber Agreements, as applicable, pursuant to which you have granted to Subscribers or any other Person the right to receive Gemini Market Data.

You agree and understand that we may, upon 10 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 in this Market Data Agreement. Such audit shall be conducted during normal business hours, during which time you agree that 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 such audit identifies any breach of this Market Data Agreement by you, you agree and understand that you will reimburse us for all expenses, fees, and costs associated with such audit, and you agree that we will 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 Use

As used herein, you agree and understand that Prohibited Use means you may not use Gemini Market Data to: (i) develop, create, register, issue, price, list, modify, or cause to bring to market, whether directly or indirectly, any new or existing investment product, financial product, exchange-traded fund, or financial contract of any kind; (ii) create a financial benchmark, reference rate, or index, or use Gemini Market Data in any financial benchmark, reference rate, or index; (iii) manipulate, misrepresent, falsify, or otherwise modify Gemini Market Data; (iv) engage in the operation of any illegal business use or permit any Person to use Gemini Market Data for any illegal purpose or to violate any Applicable Laws, rules, or regulations; (v) violate the terms and conditions of this Market Data Agreement or our API Agreement; (vi) distribute, redistribute, disseminate (other than for the purposes of providing OEMS Services), sell, resell, license, or sublicense Gemini Market Data to any party for any reason; or (vii) sublicense, deliver, redistribute, disseminate, or otherwise authorize any Person to do any of the foregoing.

If you would like to use Gemini Market Data for a commercial purpose, please email bizdev@gemini.com.

If you would like to distribute, redistribute, disseminate (other than for the purposes of providing OEMS Services), sell, resell, license, or sublicense Gemini Market Data to any party for any reason, please email bizdev@gemini.com for our Redistribution Agreement.

Attribution

Redistribution of Gemini Market Data by OEMS Service Providers subject to an OEMS Service Provider Agreement must be accompanied by proper attribution. To the extent that you redistribute 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

You agree and understand that 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 Gemini Marks, which shall, for the avoidance of doubt, remain our sole and exclusive intellectual property.

Specific Performance

You agree and understand 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 agree and understand 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.

Idemnification

You shall indemnify, hold harmless and at your expense defend us, our affiliates, and our and their respective officers, managers, and employees (“Indemnified Persons”) from and against any and all losses, claims, demands, and expenses (including reasonable attorney’s fees of counsel selected by us) arising in connection with any (a) of your or your affiliates’ or, in the case of OEMS Service Providers subject to an OEMS Service Provider Agreement, Subscribers’ (i) breach of this Market Data Agreement, or (ii) willful misconduct or negligence; or (b) in the case of OEMS Service Providers subject to an OEMS Service Provider Agreement, any claim or demand by any Subscriber (or any other Person that receives Gemini Market Data or Derived Data, directly or indirectly, from you or your affiliates) against any Indemnified Person relating to the Gemini Market Data or the use thereof. For the avoidance of doubt, the indemnities set forth in this section are in addition to, and not in place of, those set forth in the User Agreement.

Warranties and Limitation of Liability

You represent and warrant that you have the requisite authority to enter into this Market Data Agreement according to its terms, and its performance does not violate any laws, regulations, or agreements applicable to you.

THE GEMINI MARKET DATA IS PROVIDED ON AN “AS IS” BASIS. YOU AND YOUR AFFILIATES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR OF NON-INFRINGEMENT OR ANY OTHER VIOLATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. WE AND OUR AFFILIATES DO NOT GUARANTEE OR MAKE ANY WARRANTY CONCERNING THE ACCURACY OR RELIABILITY OF ANY GEMINI MARKET DATA, AND DISCLAIM ANY AND ALL LIABILITY (WHETHER IN TORT OR CONTRACT OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGE ARISING FROM ANY INACCURACIES OR OMISSIONS IN, OR ANY DELAY OR LOSS OF ACCESS TO, OR OTHERWISE IN CONNECTION WITH THE USE, STORING, COPYING OR, IN THE CASE OF OEMS SERVICE PROVIDERS SUBJECT TO AN OEMS SERVICE PROVIDER AGREEMENT, REDISTRIBUTION OF, ANY GEMINI MARKET DATA OR THE GEMINI API.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND NOTWITHSTANDING ANY OF THE FOREGOING, WE WILL HAVE NO LIABILITY UNDER THIS MARKET DATA AGREEMENT OR OTHERWISE IN CONNECTION WITH YOUR USE OF THE GEMINI MARKET DATA. FOR THE AVOIDANCE OF DOUBT, THE WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE IN ADDITION TO, AND NOT IN PLACE OF, THOSE SET FORTH IN THE USER AGREEMENT.

Questions

If you have any questions, would like to provide feedback, or would like more information about Gemini Market Data, please contact us through this form.