Please carefully read the entirety of these Terms. By accessing or using GDAX Market Data, you agree to be bound by these Terms, including all amendments and updates made between your initial acceptance of these Terms and any future access or use. If you do not agree to these Terms, do not access or use the GDAX Market Data.
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 using Market Data 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.
Different Data Packages. Coinbase may offer different datafeeds, tiers, or packages of Market Data from time to time. Please see Market Data API docs for more information about available Market Data packages. Please verify the scope and type of Market Data in your package before using it.
Permission to Use Market Data. Subject to the restrictions set forth below and all other terms of this Agreement, Coinbase hereby grants you a worldwide, royalty-free, revocable, nonexclusive, nontransferable, non-sublicensable, limited license, solely for your internal purposes and in accordance with applicable law, to use, copy, store, and create derivative works (such as charts, analytics and digital asset orders), from Market Data.
Restrictions and Responsibilities. Absent prior express written consent from Coinbase, you may not:
Ownership and Proprietary Rights.
Changes to Market Data and Suspension of Access. Coinbase may from time to time, without notice and in its sole discretion, withdraw, suspend, or change the Market Data or your access to the Market Data. You agree that Coinbase has no obligation to provide the Market Data to you and will not be liable if any Market Data is unavailable or changes for any reason.
Changes to Terms. Coinbase may modify these Terms from time to time in its discretion. It is your responsibility to monitor updates to these Terms. Your continued use of Market Data signifies your agreement to any such updates. If you do not agree, you may not continue to use Market Data.
Disclaimers. To the maximum extent permitted by applicable law:
Indemnification. To the maximum extent permitted by law, you must 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 Market Data, 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 Market Data. 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 the market data 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 Market Data exceed USD$1,000. 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" refers 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.
Entire Agreement. These Terms constitute the entire agreement between you and Coinbase regarding the Market Data. If you wish to modify these Terms, any amendment must be provided to Coinbase in writing and signed by an authorized representative of Coinbase.
Information for California Residents. If you have a question, complaint, or otherwise wish to contact us regarding the Market Data or these Terms, please contact us at: email@example.com. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at Department of Consumer Affairs Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by telephone at (800) 952-5210.
Choice of Law. You agree that the laws of the State of New York--without regard to any of its choice-of-law principles that would apply the substantive laws of any other jurisdiction--will govern these Terms and any claim or dispute that may arise between you and Coinbase, except to the extent governed by federal law.
Arbitration; Waiver of Class Action. If you have a dispute with Coinbase, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and Coinbase agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf) and you and Coinbase hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of a party's proprietary rights, including copyrights, trademarks, trade secrets, database rights, patents, and fruits of labor, skill, or money protected under common law principles of unfair competition. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees. If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. Apart from the foregoing, each party will be responsible for any other fees or costs, such as attorney fees that the party may incur.
Compliance with Laws. You must comply with all laws in using the Market Data and you will reasonably cooperate with us to enable us to comply with applicable laws, and any governmental, regulatory or other investigations, audits, or proceedings related to the Market Data.
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 this Agreement, including in connection with any merger, acquisition or asset sale. Subject to the foregoing, this Agreement 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.