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Gemini Foundation User Agreement

Last updated: January 19, 2023

Introduction

Welcome! Thanks for visiting Gemini's derivatives exchange platform (the "Trading Platform") operated by and proprietary to Gemini Artemis Pte. Ltd. d/b/a Gemini Foundation (the "Company"), a private limited company incorporated under the laws of Singapore. References in this User Agreement (as defined below) to "Company", "we", "our" or "us", are to the Company, and references to "you" or "your" are to an Exchange User, the person(s) with whom the Company enters, or has entered into, this User Agreement, and/or the person(s) who is/are visiting, accessing or using, or attempting to visit, access or use, the Trading Platform.
You agree and understand that by signing up and/or opening an Account, clicking "I AGREE" in accordance with Clause 28.1 below, and/or visiting, accessing or using, or attempting to visit, access or use, the Trading Platform, you are agreeing to enter into this User Agreement including, without limitation, and any and all other policies, documents, materials or information incorporated by reference herein (collectively, as amended, supplemented or replaced from time to time, the "User Agreement") among yourself(ves), the Company and all Exchange Users, and be legally bound by its terms and conditions. As this User Agreement is a legally binding contract, please carefully read through all the terms and conditions in this User Agreement before visiting, accessing or using the Trading Platform. If any of the terms or conditions in this User Agreement is unacceptable to you, please do not visit, access or use the Trading Platform.
The Company reserves the right, in its sole and absolute discretion, to amend, supplement and/or replace at any time and from time to time, any or all of the terms and conditions in this User Agreement. You agree and understand that by logging into your Account or authenticating to the Company's application programming interface ("API") with your API key ("API Authenticating" or "API Authentication") following any change to this User Agreement, your login or API Authentication, as applicable, shall constitute your agreement to the amended, supplemented and/or replaced User Agreement between you and the Company, and you agree to be legally bound by its terms and conditions as amended, supplemented and/or replaced. You should, therefore, read this User Agreement from time to time. You agree and understand that the Company has the right to require your affirmative assent and continuing acceptance of this User Agreement, from time to time, as a condition of your accessing or using the Trading Platform, logging into your Account, or API Authenticating, as applicable. If you do not agree to be bound by this User Agreement, you should not visit, access or use the Trading Platform, login to your Account, or API Authenticate. Should an Exchange User disagree to this User Agreement (including any amendments, supplementations and/or replacements), the Exchange User should close their Account in accordance with Clause 8.20 below.
Please ensure that you have read, understood and accepted the risks described in the Risk Disclosure Statement before signing up and opening an Account with the Company. You should be aware that the risk of suffering losses in trading or holding Contracts can be substantial. You should carefully consider whether trading or holding Contracts is suitable for you in light of your financial condition and obtain appropriate legal, tax, financial and/or other advice from a qualified professional. For the avoidance of the doubt, the Company is not licensed, approved or regulated by the Monetary Authority of Singapore ("MAS"). The Company does not hold a licence under the Payment Services Act 2019 of Singapore, and the services provided by the Company pursuant to this User Agreement are not regulated by the MAS. Please proceed at your own risk.

Interpretation and Definitions 

For the purposes of this User Agreement:
"2FA"
has the meaning given to it in Clause 8.6.
"Account"
has the meaning given to it in Clause 8.1.
"Account Balance"
means the account balance recorded and credited to an Exchange User's Account, as determined by the Company, and is calculated as the sum of the Exchange User's aggregate (i) Deposits (including any Digital Assets deposited and credited as Margin Assets Value) and (ii) realised profit and loss from its Positions, as reduced by the Exchange User's aggregate Withdrawals, Funding and applicable Fees (taking into account any adjustment made by the Company from time to time under this User Agreement).
"Account Information"
means the data and information in respect of an Exchange User's Account, Orders, Trades, Positions, Account Balance (including Margin Assets Value), which the Company may make available to an Exchange User through the Trading Platform’s website, API or any other means which the Company may specify or make available from time to time. 
"ActiveTrader" 
has the meaning given to it in Clause 9.14.
"Affected Exchange User"
has the meaning given to it in Clause 15.2.
"AML Program"
means the Company's Anti-Money Laundering Compliance Program.
"API" 
has the meaning given to it in Clause 1.2.
"API Agreement"
has the meaning given to it in Clause 47.2.
"API Authenticating" or "API Authentication"
has the meaning given to it in Clause 1.2.
"Applicable Laws and Regulations"
means any and all applicable laws, statutes and regulations, and any and all directives, notices, guidelines, codes, practice notes, circulars, policy statements, rules, ordinances, orders, requests, requirements, restrictions, judgements, decrees or writs (in each case whether or not having the force of law) of any governmental, regulatory or judicial body or agency having jurisdiction over any of the parties to this User Agreement (including any and all Exchange Users and the Company, and any and all persons or entities visiting, accessing or using, or attempting to visit, access or use, the Trading Platform or any of the subject matters of this User Agreement).
"Auto-Deleveraging"
means the automatic deleveraging of an Affected Exchange User's Position, as executed by the Auto-Deleveraging System.
"Auto-Deleveraging System"
means the automated deleveraging system established by the Company.
"Best Ask"
means the lowest price offered for the sale of a Contract at the relevant time.
"Best Bid"
means the highest price offered for the purchase of a Contract at the relevant time.
"Business Day"
means any day other than a Saturday, a Sunday, or a day when banks located in Singapore are closed for a legal holiday or by government directive. 
"Clearly Erroneous Transaction"
has the meaning given to it in Clause 9.30.
"Company"
has the meaning given to it in Clause 1.1. 
"Company Custody Account" 
has the meaning given to it in Clause 5.7(a).
"Company's Marks"
has the meaning given to it in Clause 47.4.
"Conduct Violation"
has the meaning given to it in Clause 8.21.
"Confidential Information"
means any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure, but shall not include information which is: (i) already known by a party; (ii) publicly known or becomes publicly known through no wrongful act by a party; (iii) rightfully received from a third party without a party having knowledge of a breach of any other relevant confidentiality obligation; or (iv) independently developed by a party.
"Contract"
means a contract, agreement or transaction approved by the Company for trading on the Trading Platform, the terms and conditions of which include this User Agreement and the relevant Contract Specifications.
"Contract Specifications"
means the contractual specifications and terms for each Contract (including, but not limited to, the Initial Margin Requirement, Maintenance Margin Requirement, Index, Contract size, Settlement terms, applicable Fees, expiry date and Funding (if applicable)), linked here. 
"Deductions" 
has the meaning given to it in Clause 8.30.
"Deposits"
means the transfer of Digital Assets to an Exchange User's Account Balance. 
"Digital Asset"
means a digital asset that is supported by the Trading Platform. For illustration purposes only, digital assets are also called "cryptocurrency", "virtual currency", "digital currency", "digital tokens", "crypto tokens", or "virtual commodity" (such as bitcoin or ether), and are typically understood as digital representations of value based on (or built on top of) a cryptographic protocol of a computer network or blockchain.
"Downtime"
has the meaning given to it in Clause 47.6.
"Early Settlement"
means a declaration by the Company, in its sole and absolute discretion, that a Contract, Trade or Position will Settle at a time specified by the Company (including prior to the specified Settlement time as set out in the Contract Specifications (if any)).
"Emergency"
means any situation or circumstance which, as determined by the Company, requires steps to be taken under Clause 22, including (but not limited to):
  1. any actual, attempted, threatened or proposed Market Disruption Event, Market Misconduct, Exchange Breach or manipulative activity;
  2. any circumstance that materially affects the performance or operation of the Trading Platform or the Exchange Users including (but not limited to) flood, pandemic, extraordinary weather conditions, earthquake, act of God, fire, war, insurrection, malicious acts of damage, riot, labour dispute, accident, communication failure, power and electricity supply failure, equipment or software malfunction; and
  3. any action taken by a regulatory, governmental, judicial, arbitral, quasi-governmental or other authority or agency having an impact on the Trading Platform or the Exchange Users.
"Exchange Breach"
has the meaning given to it in Clause 18.1.
"Exchange User"
means a user who is approved by the Company to access and/or use the Trading Platform.
"Fee"
means any fees which the Company may charge from time to time in respect of the use of the Trading Platform.
"FIX"
means the FIX interface supported by the Trading Platform.
"Funding"
has the meaning given to it in Clause 10.2.
"Funding Fee" 
has the meaning given to it in Clause 10.9.
"Funding Rate"
means the funding rate for a Perpetual Contract, as determined by the Company in accordance with Clause 10.5 from time to time.
"Funding Timestamp"
has the meaning given to it in Clause 10.3.
"Gemini Service Providers"
means collectively, the Company's affiliates, service providers, and their respective officers, directors, agents, joint venturers, employees and representatives. 
"Gemini Voyager"
means Gemini Voyager Pte. Ltd., a company incorporated under the laws of Singapore.
"GTC"
means Gemini Trust Company, LLC, a New York trust company regulated by the New York State Department of Financial Services.
"Help Center"
means the Company's help centre, accessible here.
"Higher Buy Price"
has the meaning given to it in Clause 9.25.
"Indemnified Persons"
means collectively, (i) the Company, (ii) the Company's affiliates, service providers and joint venturers, and (iii) the officers, directors, agents, employees and representatives of all the persons and entities described in (i) and (ii). 
"Index"
means the spot index published by the Company, as determined and/or calculated by an independent third-party provider, with reference to the Index Constituents, or otherwise used by the Company for the purposes of valuation, reference price, margin and/or settlement with respect to a Contract.
"Index Constituent"
means a constituent exchange of an Index which is used to calculate the Index price.
"Information Provider"
has the meaning given to it in Clause 47.11.
"Initial Margin Requirement"
means the minimum Margin Assets Value required, as determined by the Company, for an Exchange User to initiate an Order in respect of the relevant Contract (including any applicable Fees) at the relevant leverage level, as described here.
"Insurance Fund"
has the meaning given to it in Clause 14.1.
"Limit: Fill-Or-Kill (FOK)"
has the meaning given to it in Clause 9.11.
"Limit: Immediate-or-Cancel (IOC)"
has the meaning given to it in Clause 9.11.
"Limit: Maker-or-Cancel (MOC)"
has the meaning given to it in Clause 9.11.
"Limit Order"
has the meaning given to it in Clause 9.11.
"Liquidate or Liquidation"
means the liquidation process described in Clause 13, including the cancellation of Orders or termination of Trades or Positions, as applicable.
"Liquidation Engine"
means the system established by the Company for the purposes of cancelling Orders and terminating Trades and Positions, as described here.
"Liquidation Event"
has the meaning given to it in Clause 13.1.
"Liquidation Fee"
has the meaning given to it in Clause 13.7.
"Liquidation Price"
means the price at which the Trading Platform will begin to close an Exchange User's Position(s).
"Loss"
means any and all direct or indirect losses (including loss of profits, business or opportunities), cost, liability, expense or damage incurred by any party, including, without limitation, legal and other professional fees and expenses.
"Lower Sell Price"
has the meaning given to it in Clause 9.26.
"Maintenance Margin Requirement" 
means the minimum Margin Assets Value required to prevent a Liquidation, as determined by the Company.
"Margin Assets Value"
means the margin value of assets, including Unrealised Profit and Loss and based on the Position or Mark Price, which is available to meet any applicable Initial Margin Requirement and/or any applicable Maintenance Margin Requirement, as determined by the Company. 
"Mark Price"
means an estimated fair value of a Perpetual Contract, as determined by the Company in its sole and absolute discretion. 
"Mark Value"
with respect to a Position, means the value of that Position calculated using the corresponding Mark Price.
“Market Data Agreement”
refers to the Company’s Market Data Agreement available on the Gemini website, referred to in Clause 9.16.
"Market Disruption Event"
occurs when the Company, in its sole and absolute discretion, has declared a market disruption event as a result of:
  1. an Index Constituent that contributes to the Index price of a Contract experiencing any outage or error; or
  2. any other event or circumstance occurring which the Company determines has the effect of restricting orderly and fair trading.
"Market Order"
has the meaning given to it in Clause 9.11.
"Market Misconduct"
has the meaning given to it in Clause 17.1.
"Marketplace Fee Schedule"
has the meaning given to it in Clause 21.1
"MAS"
has the meaning given to it in Clause 1.3.
"Matching Engine Book"
means the Company's books, records, data and systems recording the Orders, Trades and Positions made on the Trading Platform, as determined by the Company.
“Mobile Application”
means the mobile application offered by Gemini Trust Company, LLC, for the purpose of executing spot trades involving Digital Assets and/or fiat currency; the Trading Platform operated by the Company is not available on the Mobile Application.
"Notice"
means a Trading Notice or a Written Notice.
"OEMS"
has the meaning given to it in Clause 9.16.
"OEMS Service Provider"
has the meaning given to it in Clause 9.16.
"OEMS Service Provider Agreement"
has the meaning given to it in Clause 9.16.
"OEMS Services"
has the meaning given to it in Clause 9.16.
"Order"
means a bid or offer, as applicable, made (or deemed to be made) by an Exchange User to enter into the relevant Contract through the Trading Platform, and includes any portion of a bid or offer, where applicable.
"Order Management Request"
means the submission of:
  1. a new Order;
  2. a change to an open Order;
  3. a cancellation of an open Order; or
  4. a change in the leverage in respect of an Order or a Position.
"Order Type"
has the meaning given in Clause 9.11.
"Perpetual Contracts"
means the perpetual Contracts offered by the Company on the Trading Platform.
"Position"
in respect of an Exchange User's Trade, means the Exchange User's position of that Trade, as determined by the Company. 
"Privacy Policy"
means the privacy policy published by the Company's affiliate, GTC, and adopted by the Company, linked here.
"Public Data"
has the meaning given in Clause 6.1.
"Related Account"
has the meaning given to it in Clause 8.21.
"Risk Disclosure Statement"
means the risk disclosure statement as described here.
"Settle or Settlement"
means, following the maturity or expiry (as the case may be) of a Trade, the profits on that Trade are credited to the Sub Account of the Exchange User who is in-the-money, and the losses on that Trade are deducted from the Sub Account of the Exchange User who is out-of-the-money. In a case where both Exchange Users to the Trade do not make any profit or suffer any loss, the Trade shall be settled when recorded as "Settled" on the Company's books.
"Settlement Price"
means the price at which a Trade Settles at the time of its maturity or expiration (as the case may be) or at the time of Early Settlement, as determined by the Company in its sole and absolute discretion.
"SIAC"
has the meaning given to it in Clause 44.1.
"SIAC Rules"
has the meaning given to it in Clause 44.1.
"Singapore Sanctions Laws"
has the meaning given in Clause 3.1(g).
"SMS"
has the meaning given to it in Clause 8.6.
"Stop-Limit"
has the meaning given to it in Clause 9.11.
"Sub Account"
has the meaning given to it in Clause 8.3.
"System Failure"
means a failure of any computer hardware or software used by the Company and/or a Gemini Service Provider and/or any telecommunications lines or devices used by the Company or a Gemini Service Provider.
"Trade"
means a Contract executed between an Exchange User and another Exchange User through the Trading Platform.
"Trading Criteria"
has the meaning given to it in Clause 3.1.
"Trading Day"
means Monday to Sunday, unless otherwise determined by the Company in its sole and absolute discretion.
"Trading Fee"
means a fee chargeable by the Company in relation to a Trade executed on the Trading Platform. 
"Trading Halt"
has the meaning given to it in Clause 5.2.
"Trading Hours"
means from and including 12:00am (UTC) on a Trading Day to and including immediately prior to 12:00am (UTC) on the immediately following Trading Day, unless otherwise determined by the Company in its sole and absolute discretion.
"Trading Notice"
has the meaning given to it in Clause 19.1.
"Trading Platform"
has the meaning given to it in Clause 1.1.
"U.S. Person"
has the meaning given to it in Clause 20.1(c). 
"Unrealised Profit and Loss"
means the current profit and loss from all open Positions of an Exchange User.
"User Agreement"
has the meaning given to it in Clause 1.2.
"Withdrawal"
means the transfer of Digital Assets from an Exchange User's Account Balance.
"Written Notice"
has the meaning given to it in Clause 19.2.
References to this User Agreement or any other agreement, policy, document, material or information incorporated herein includes any amendment to, or supplementation or replacement of, this User Agreement or any such agreement, policy, document, material or information.
Section headings in this User Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this User Agreement. Unless this User Agreement expressly provides to the contrary, any reference in this User Agreement to:
  1. certain information being "as described" on the website and/or API documentation means that such information on the website and/or API documentation is being provided for general information and reference purposes only (but the terms of this User Agreement prevail and such information on the website and/or API documentation does not amend, prevail over or affect the interpretation of this User Agreement); 
  2. a formula, calculation, ratio, matter, policy, threshold, balance, sum, amount, event or any other matter "as determined by the Company" means such matter as determined by the Company in its sole and absolute discretion;
  3. "amend" means any amendment, novation, supplement, extension, replacement or restatement;
  4. a party or any other person includes its successors in title, permitted assigns and permitted transferees;
  5. a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association or body (including a partnership, trust, fund, joint venture or consortium), or other entity (whether or not having separate legal personality);
  6. "include", "includes", or "including" means including without limitation;
  7. a provision in any Applicable Laws and Regulations is a reference to that provision, as may be amended, supplemented or re-enacted from time to time;
  8. the words "hereof," "herein," "hereunder" and words of similar import, shall refer to this User Agreement as a whole and not to any particular provision of this User Agreement;
  9. "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply "if";
  10. "or" shall not be interpreted to be exclusive;
  11. words importing the singular shall be deemed to include the plural and vice versa and words importing a specific gender shall include the other genders (male, female or neuter).
A Clause or a Schedule is a reference to a clause of or a schedule to this User Agreement.
In the event of any inconsistency between the provisions of this User Agreement and the terms of the relevant Contract Specifications for any Contract, Order, Trade and/or Position, the terms of the relevant Contract Specifications will prevail with respect to the relevant Contract, Order, Trade and/or Position.

Eligibility

To access and use the Trading Platform, you must meet the following trading criteria ("Trading Criteria") to the satisfaction of the Company:
  1. you are a person with full legal capacity and authority to (i) access and use the Trading Platform, and (ii) enter into and deliver, and perform your obligations under this User Agreement, and any other agreement(s) entered into pursuant to, or in connection with, the User Agreement;
  2. (in the case of an individual) you are above 18 years old and of legal age to form a binding contract under all Applicable Laws and Regulations, and have full capacity to enter into this User Agreement, and any other agreement(s) entered into pursuant to, or in connection with, this User Agreement, and to make decisions regarding your investments or transactions; 
  3. you have accepted and agreed to be legally bound by the terms and conditions of this User Agreement in their entirety;
  4. you have read, understood and accepted the risks described in the Risk Disclosure Statement in their entirety;
  5. you have made the representations and given the warranties set out in this User Agreement;
  6. your Account has not been disabled, suspended, removed or closed under this User Agreement;
  7. you are not a sanctioned person or otherwise a citizen or resident of a sanctioned jurisdiction, nor a terrorist, terrorist entity, or designated person, individual or entity as defined or set out in the Terrorism (Suppression of Financing) Act 2002, or in any of the regulations promulgated under the United Nations Act 2001, as amended, supplemented or replaced from time to time (collectively, "Singapore Sanctions Laws");
  8. you are not restricted or prohibited from accessing or using the Trading Platform by any Applicable Laws and Regulations; and
  9. you comply with this User Agreement, all Applicable Laws and Regulations and any other terms imposed by the Company.
Without prejudice to any of the Company's rights under this User Agreement, the Company may, in its sole and absolute discretion, cease, disable, restrict or terminate your use of, and/or access to, the Trading Platform at any time for any reason or no reason whatsoever. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such cessation, disablement, restriction and/or termination of your use of, and/or access to, the Trading Platform.
You are solely responsible for having your own appropriate systems, infrastructure and controls in place to access and use the Trading Platform.

Exchange User General Obligations

Each Exchange User shall on an on-going and continuing basis:
  1. meet the Trading Criteria;
  2. comply with this User Agreement and all Applicable Laws and Regulations;
  3. cooperate with, and provide all requisite information or assistance to, the Company and any Gemini Service Provider, to facilitate or support the Company's compliance with all Applicable Laws and Regulations;
  4. take any other action that the Company determines, in its sole and absolute discretion, is necessary or desirable to ensure a fair and orderly market; and
  5. ensure that all information provided or made available to the Company and any Gemini Service Provider is true, accurate, complete and up-to-date.

Trading Platform

The Trading Platform is a trading facility where Contracts, including Perpetual Contracts, can be executed. 
The Trading Platform can be accessed during Trading Hours, save that, without prejudice to any of the Company's rights in this User Agreement, the Company may temporarily halt or limit access to (or use of) the Trading Platform (a "Trading Halt") in its sole and absolute discretion, including during a scheduled maintenance period. During a Trading Halt, the Company may temporarily halt or limit trading (including the submission of new Orders and the execution of Trades) in respect of:
  1. any or all Contracts on the Trading Platform; or
  2. the whole Trading Platform.
The Company has no obligation to give prior Notice to you, Exchange Users or any other person of a Trading Halt or when trading will resume after a Trading Halt. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such Trading Halt, or for any Notice (or lack of Notice) in respect of any such Trading Halt.
You agree and acknowledge that the Company has no obligation to make the Trading Platform available at any time. The Company makes no representation, warranty or undertaking that access to (or use of) the Trading Platform will be continuous, uninterrupted or secure, and under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses (whether for trading-related losses or otherwise, including because of any Trading Halt) by reason of, or arising from, or as a consequence of,  the Trading Platform not being available for any time or for any period. When the Trading Platform becomes available again, you agree and understand that market conditions and prices may differ significantly from market conditions and prices prior to the Trading Platform being unavailable, and under no circumstances shall any of the Indemnified Persons shall be responsible or liable to you or any other person or entity for any Losses) by reason of, or arising from, or as a consequence of, any such change in market conditions and prices.
The Company may make any calculations using any Digital Assets and denominate any relevant prices or values displayed on the Trading Platform in any such Digital Assets from time to time as the Company determines in its sole and absolute discretion. Certain prices and values may be quoted, displayed or specified in non-Digital Asset currencies as determined by the Company from time to time and shall be for reference purposes only (unless otherwise stated). The Company has sole and absolute discretion to determine the exchange rate (including between any Digital Assets and non-Digital Asset currencies) to be used in any of its calculations.
Nothing under this User Agreement, and nothing in the relationship between you and the Company gives rise to any fiduciary, advisory, trust, agency or equitable duties by the Company. No communication or information provided to you by the Company is intended as, or shall be considered or construed as, investment advice, financial advice, tax advice, trading advice, or any other sort of advice. You should consult your legal, financial, accounting tax and other professionals or advisers regarding your specific situation, before you access the Trading Platform, submit any Order or enter into any Trade or Contract. The Company shall have no obligations to you under this User Agreement except as expressly and specifically set out in this User Agreement.
Nothing on the Trading Platform shall be construed as the Company marketing, promoting, soliciting, recommending or advising on, or in respect of, any of the Contracts or Trades. The Company does not, and has no obligation to, advise an Exchange User on the merits, risks and/or any other aspects of any of the Contracts or Trades. Each Exchange User shall make its own independent decision to access and use the Trading Platform, place Orders and/or enter into Trades. Each Exchange User is fully and solely responsible for any Losses incurred in respect of its Trades. Exchange Users should seek independent advice where appropriate. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any decisions you make to place Orders and/or enter into Contracts or Trades on the Trading Platform.
Exchange Users agree and acknowledge the following matters:
  1. the Company operates the Trading Platform, whereas GTC (or its related entity) operates the custody account  ("Company Custody Account") that holds the Digital Assets deposited by Exchange Users to their Accounts and offers a separate spot exchange for Digital Assets;
  2. all legal, beneficial, equitable and other rights, title and interests in any and all Digital Assets transferred by, or on behalf of, the Exchange User to the Company (including, without limitation, any and all Digital Assets deposited by an Exchange User to top up their Account Balance), shall vest in the Company free and clear of any liens, claims, charges or encumbrances or any other rights or interests that the Exchange User or any other person or entity may have in relation to such Digital Assets, and the Company will hold such Digital Assets at its Company Custody Account at GTC (or its related entity), in a principal capacity; 
  3. the Digital Assets deposited by an Exchange User to its Account may be commingled and held in the same Company Custody Account together with the Digital Assets deposited by other Exchange Users to their Accounts; and
  4. Exchange Users irrevocably authorise the Company and/or GTC (or its related entity) to take all steps necessary and desirable in order to effect the sending, receiving, transfer and/or settlement of Digital Assets in connection with any and all Orders, Trades, Positions and Contracts. 

Trading Platform Public Data

The Trading Platform contains public order books, trading charts and trading information in respect of certain Contracts, Orders, Trades, Positions and other data ("Public Data"). Such Public Data provided on the Trading Platform or the website is for general information purposes only. No representation or warranty, express or implied, is made to the Public Data's availability, accuracy, reliability or completeness. The Company expressly disclaims any and all liability for the availability, accuracy, reliability or completeness of the Public Data. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, the Public Data being unavailable, inaccurate, unreliable and/or incomplete.

Supported Contracts, Supported Digital Assets and Other Services

The list of Contracts which can be traded on the Trading Platform, as well as their respective Contract Specifications, are set out here.
The Company may in its sole and absolute discretion and at any time:
  1. suspend trading of or remove any Contract(s) from the Trading Platform;
  2. add new Contract(s) to the Trading Platform; and
  3. amend any provision or term of any Contract (including the Contract Specifications in respect of a Contract).
The Company has no obligation to give prior Notice to you, Exchange Users or any other person before taking any such action, although it will use reasonable endeavours to give reasonable Notice where practicable. Without prejudice to the generality of the foregoing, the Company may not be able to give Notice where it suspends or removes the trading of a Contract from the Trading Platform due to any action, request or directive by a governmental, regulatory or other authority. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such action taken by the Company.
Without prejudice to the Company's rights under Clause 27, any amendments made to any provision or term of a Contract in accordance with Clause 7.2 may apply to all open Orders and all outstanding Trades and Positions in that Contract as well as any future Orders, Trades and Positions in that Contract. In this regard, all Exchange Users who are counterparties to any outstanding Trade being amended in accordance with Clause 7.2 hereby agree among themselves, and with the Company, that the amended provision(s) and term(s) of such outstanding Trade shall be effective on and after the date the Company makes such amendment(s). Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such amendment to Orders, Trades and/or Positions, or for any Notice (or lack of Notice) in respect of any such amendment.
You acknowledge and agree that the Trading Platform only supports certain Digital Assets, and this may change from time to time. The Company may, in its sole and absolute discretion, suspend or terminate its support for any Digital Asset from the Trading Platform, and the Company will use reasonable endeavours to give reasonable Notice where practicable. Without prejudice to the generality of the foregoing, the Company may not be able to give Notice where it suspends or terminates its support for any Digital Asset from the Trading Platform due to any action, request or directive by a governmental, regulatory or other authority. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such action taken by the Company.
The Company has sole and absolute discretion, without prior Notice to you or any other persons or entities, in determining whether or not it would make available some or all of the products and services offered on the Trading Platform in any jurisdiction. The availability of some or all of such products or services in any specific jurisdiction depends on a number of factors, including, without limitation, whether the provision or receipt of such products or services is lawful in that jurisdiction. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, the availability or unavailability of any or all of such products and services offered on the Trading Platform.
The Company may also make available other products or services from time to time, to persons deemed to be eligible for such products or services in the Company's sole and absolute discretion, which shall be subject to such terms and conditions as may be prescribed by the Company. Such terms and conditions may be incorporated by reference into and supplement this User Agreement. 
You acknowledge and agree that the Company may modify part of or all of the Trading Platform without prior Notice. 

Account

Account Opening
Only persons who have opened an account with the Company ("Account") and successfully completed the Company's AML Program are considered customers of the Company, and hence an Exchange User. The Exchange User agrees that they will not allow any unauthorised persons, or any other persons who have not successfully completed the Company's AML Program, to access or use their Account. Subject to the Company's AML Program, an Account may be opened on behalf of an institution by an individual who is a beneficial owner and/or designated representative of the said institution. By doing so, the individual warrants and agrees that he/she is a beneficial owner and/or designated representative of the said institution. The Company, or a third-party service provider, is hereby authorised to take any measures that the Company considers necessary to verify and authenticate the person's identity, confirm the information submitted regarding the linked bank account, and to take any action the Company deems necessary based on the results. 
In furtherance of the Company's AML Program, the Company reserves the right to require Exchange Users to provide the Company with additional information and/or require Exchange Users to undergo a background check prior to being authorised to use the Trading Platform, or at any point thereafter, in accordance with Applicable Laws and Regulations.
Sub Accounts and Account Balance
In order to access the Trading Platform, the Exchange User must register and open an Account. Each Account may have one or more sub-accounts ("Sub Account"). One or more Order(s), Position(s), Trade(s) and/or Contract(s) of an Exchange User may be allocated to a specific Sub Account, and such Sub Account will reflect the Margin Assets Value of the Order(s), Position(s), Trade(s) and/or Contract(s) allocated to that Sub Account.
The Exchange User's Account Balance (including the Margin Assets Value), as displayed on the Exchange User's trading screen when using the Trading Platform, reflects the balance of Digital Assets which the Company reflects in its books and records as available to be used by the Exchange User on the Trading Platform.
The Company’s determination of all Account Balances shall be final and conclusive and binding on all Exchange Users.
Account Access
Each Exchange User is only permitted to access their Account using their Account login credentials and other required forms of authentication. The Company requires multi-factor authentication to keep each Account safe and secure. As a result, each Exchange User is required to use at least two forms of authentication when accessing their Account and performing certain operations in their Account. Forms of multi-factor authentication in addition to their login credentials may include verification tokens delivered through short message service ("SMS") or a specified and supported two-factor authentication ("2FA") application. If the Exchange User chooses to install and use a 2FA application on a device (e.g., phone or tablet) on which the operating system has been tampered with in any way, the Exchange User does so at their own risk. This includes, but is not limited to, a "rooted" (Android) or "jailbroken" (iOS) device. The Company reserves the right in its sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. The Exchange User agrees that the Company may provide their 2FA data to a third-party service provider in order to help the Company authenticate the Exchange User.
Each Exchange User agrees that their Account login credentials and any other required forms of authentication, where applicable, have been chosen by the Exchange User. Each Exchange User also agrees to keep their Account login credentials and any other required forms of authentication, including their API keys, confidential and separate from each other, as well as separate from any other information or documents relating to their Account.
Each Exchange User agrees and understands that their disclosure of login information to third parties may negate the Company's user authentication measures and allow unauthorised access to their Account. Each Exchange User agrees that the Company cannot be held liable for unauthorised access or other Loss resulting from their disclosure or other transmission, whether intentional or inadvertent, of their login information to third parties.
Each Exchange User agrees and understands that they are solely responsible (and they will not hold the Company responsible) for managing and maintaining the security of their Account login credentials and any other required forms of authentication, including their API keys. Each Exchange User further agrees and understands that, the Company is not responsible (and they will not hold the Company responsible) for any unauthorised access to or use of their Account.
Each Exchange User agrees and understands that they are responsible for monitoring their Account. If they notice any unauthorised or suspicious activity in their account, they are to visit the Company's Help Center and notify the Company immediately.
Deposits and Withdrawals
The Company will use reasonable endeavours to provide an Exchange User with an email confirmation for all successful Deposits and Withdrawals. 
Digital Asset Deposits
Digital Asset Deposits must be made to an Exchange User's Account from that Exchange User's account, held in the Exchange User's same name, with GTC. Digital Asset Deposits may not be made into the Exchange User's Account from any other Digital Asset wallet. 
The Company may, in its sole and absolute discretion, without prior Notice to any Exchange User, restrict or prohibit the Deposit of any Digital Asset (including, without limitation, where such Deposit is not in compliance with Applicable Laws and Regulations, or where the Company has reason to believe that such Deposit is connected to any money laundering or terrorism financing activity, or any other suspicious activity), and/or impose a limit on the amount of Digital Assets that may be deposited. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such restriction, prohibition or imposition of limit. 
Digital Asset Withdrawals
Digital Asset Withdrawals may only be made from an Exchange User's Account to the Exchange User's account, held in the Exchange User's same name, with GTC. Digital Asset Withdrawals may not be made from an Exchange User's Account to any other Digital Asset wallet.
The Company may, in its sole and absolute discretion, without prior Notice to any Exchange User, restrict or prohibit the Withdrawal of any Digital Asset (including, without limitation, where such Withdrawal is not in compliance with Applicable Laws and Regulations, or where the Company has reason to believe that such Withdrawal is connected to any money laundering or terrorism financing activity, or any other suspicious activity), and/or impose a limit on the amount of Digital Assets that may be withdrawn. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such restriction, prohibition or imposition of limit. 
Account Communication
The Company will use the email address on record for the Exchange User's Account as the primary means of communicating with the Exchange User. Each Exchange User acknowledges and agrees that the only authorised way to contact the Company is through the Help Center. Third parties may advertise or publish alternative ways to contact the Company or use other measures to pose as the Company. The Company cannot verify the authenticity of any such alternative contacts, and they pose a risk of fraud and other malfeasance. As such, Exchange Users are strongly recommended not to attempt to contact the Company using these methods. Each Exchange User agrees that the Company cannot be held liable for unauthorised access to their Account or other Losses resulting from such fraud or other malfeasance by third parties. To ensure that each Exchange User receives all of the Company's communications, they agree to keep their email address up-to-date and immediately notify the Company if there are any changes. Delivery of any communication to an Exchange User's email address on record shall be considered valid and effective for all purposes. Any email communication shall be considered to be received by you immediately upon our sending of the relevant email to you. If any email communication is returned as undeliverable, the Company retains the right to block the Exchange User's access to the Trading Platform until the Exchange User provides and confirms a new and valid email address. 
Account Review and Acknowledgment
It is important for Exchange Users to understand that it is their sole responsibility to review their Account Information and any Notices. Each Exchange User also understands that for the purposes of review and acknowledgment, they agree to be deemed to have reviewed their Account Information and all Notices on a regular basis. If for any reason they are unable to do so, or they do not receive the Company's communications, it is their responsibility to visit the Company's Help Center and notify the Company immediately.
Each Exchange User understands that every communication sent to their email on record will be deemed to have been acknowledged as correct, approved, and confirmed by them unless the Company had received Written Notice to the contrary within three calendar days from the date the communication was sent.
The Company retains the right to make changes or adjustments to the Exchange User's Account as necessary and appropriate, and in the Company's sole and absolute discretion, to comply with any Applicable Laws and Regulations or to ensure market integrity. Please see the "Clearly Erroneous Transaction Policy" section below for more information.
Account Closure
Subject to the terms of this User Agreement, Exchange Users may close any of their Accounts at any time. Each Exchange User agrees and understands that closing an Account will not affect any rights and obligations incurred prior to the date of Account closure. Exchange Users may be required to either cancel or complete all Contracts, Orders, Trades or Positions and, in accordance with the provisions of this User Agreement, provide transfer instructions on where to transfer any Digital Assets remaining in their Account. Exchange Users are responsible for any and all fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of Digital Assets) associated with the closing of their Account. In the event that the costs of closing of their Account exceeds the value in their Account, the Exchange User is responsible for reimbursing the Company the amount of such shortfall. Exchange Users may not close any of their Accounts to avoid paying any Fees otherwise due or to avoid any examination or other requirements relating to the Company's AML Program, or if any such closure of Accounts is restricted or prohibited by Applicable Laws and Regulations.
Account Suspension
Each Exchange User agrees and understands that the Company has the right to immediately (i) suspend, terminate and/or restrict access to, their Accounts and all Accounts beneficially owned by them and any members of their household or for which they are a representative or authorised signatory and, in the case of entities, any affiliates or related entities (each, a "Related Account"), (ii) suspend, terminate and/or restrict the Exchange User's access to the Trading Platform and any or all of the products and services on the Trading Platform, (iii) refuse to act upon any instruction, request or order from the Exchange User, (iv) refuse to complete, or block, reverse, cancel, modify and/or disregard any Order, Contract, Trade or Position, (v) freeze/lock the Digital Assets in all such Accounts or Related Accounts and seek to recover additional Digital Assets in the event that the Digital Assets in their Accounts are insufficient to cover the Trading Platform's Losses, and/or (vi) take any and all other actions (or refrain from taking any other actions) that the Company deems appropriate, in each case if the Company suspects or has determined, in its sole opinion, the Exchange User and/or any such Accounts or Related Accounts to be in violation of:
  1. any provision of any Trade, Contract or this User Agreement;
  2. any Applicable Laws or Regulations; or
  3. the Company's AML Program,
at any time since the opening of such Accounts or Related Account (each of (a), (b) or (c), a "Conduct Violation"). 
Each Exchange User further agrees and understands that the Company has the right to immediately (i) suspend, terminate and/or restrict access to, their Accounts and any Related Account, (ii) suspend, terminate and/or restrict the Exchange User's access to the Trading Platform and any or all of the products and services on the Trading Platform, (iii) refuse to act upon any instruction, request or order from the Exchange User, (iv) refuse to complete, or block, reverse, cancel, modify and/or disregard any Order, Contract, Trade or Position, (v) freeze/lock the Digital Assets in all such Accounts or Related Accounts and seek to recover additional Digital Assets in the event that the Digital Assets in their Accounts are insufficient to cover the Trading Platform's Losses, and/or (vi) take any and all other actions (or refrain from taking any other actions) that the Company deems appropriate, in each case if, in the Company's sole opinion:
  1. the Company is required or requested to do so by a regulatory authority, governmental authority, judicial body or agency, court order, or subpoena;
  2. their Account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental or regulatory proceeding;
  3. their Account has a negative balance for any reason;
  4. their Account has a balance that needs to be reconciled for any reason;
  5. the Company believes someone is attempting to gain unauthorised access to their Account;
  6. the Company believes there is unusual activity in their Account;
  7. the Company believes that the Exchange User is using the Trading Platform, their login credentials, or other Account Information in an unauthorised or inappropriate manner; or
  8. their Account has not been accessed in two years or more.
If an Exchange User's Account has been suspended or terminated or a restriction has been imposed on the Exchange User’s access to the Account, the Exchange User will be notified when accessing the Trading Platform. The Company may (but is not obligated to), in its sole and absolute discretion, give Written Notice as soon as practicable that the Exchange User's Account has been suspended or terminated or that a restriction has been imposed on the Exchange User’s access to the Account, and may (but is not obligated to), in its sole and absolute discretion, disclose the reasons for any such suspension, termination or restriction, if permitted to do so by Applicable Laws and Regulations.
Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any action or inaction of the Company pursuant to Clauses 8.21 to 8.23 above.
Account Investigations
Each Exchange User agrees and understands that the Company has the right to immediately investigate their Account and any Related Account, in any of the following circumstances: 
  1. if the Company suspects, in its sole opinion, that the Exchange User and/or any such Account has committed a Conduct Violation; 
  2. if the Company is required or requested to do so by a regulatory authority, governmental authority, judicial body or agency, court order, or subpoena;
  3. if the Account is, or is related to any Account or Related Account that is, subject to any pending litigation, investigation, or governmental or regulatory proceeding; 
  4. the Company believes someone is attempting to gain unauthorised access to their Account;
  5. the Company believes there is unusual activity in their Account;
  6. the Company believes that the Exchange User is using the Trading Platform, their login credentials, or other Account Information in an unauthorised or inappropriate manner; or 
  7. the Account has not been accessed in two years or more.
The Company may (but is not obligated to), in its sole and absolute discretion, give Written Notice that an Exchange User's Account is the subject of an investigation and may (but is not obligated to), in its sole and absolute discretion, share the general nature of the investigation, if permitted to do so by Applicable Laws and Regulations.
Each Exchange User agrees and understands that upon the Company's request and within the time frame designated by the Company, the Exchange User and any related party are obligated to respond to any interrogatories in writing and to furnish any documentary materials and other information in connection with any investigation initiated pursuant to this User Agreement. Each Exchange User agrees and understands that neither them nor any related party shall impede or delay any investigation or proceeding conducted pursuant to this User Agreement, nor refuse to comply with any request made pursuant to this User Agreement. Following the conclusion of an investigation, the Company will make, in its sole and absolute discretion, a determination based upon the weight of the evidence.
Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such investigation or determination.
Account Remedies for Breach
Each Exchange User agrees and understands that if the Exchange User, their Account, or any Related Account is determined, in the Company's sole opinion, to have committed a Conduct Violation, the Company has the right to debit from their Account or any Related Account (i) the value of any incentives, Trading Fee discounts or rebates that the Exchange User or the holder of a Related Account has received in connection with this User Agreement at any time after one year preceding the date on which the Company become aware of the existence of the Conduct Violation and (ii) any other Losses suffered by the Company as a result of the Conduct Violation. The Company also has the right to freeze/lock/seize the Digital Assets in the Exchange User's Account, or any Related Account, where such Digital Assets were credited to their Account, or any Related Account, in reliance on their obligation to fund the purchase price and the Exchange User having failed to fulfil such an obligation. In such an instance, the Company has the right to retain any such Digital Assets, including any appreciation in price or value thereof. Each Exchange User further agrees and understands that if the Company determines, in its sole opinion, that an Exchange User has colluded, coordinated, and/or collaborated with any other Exchange User to commit a Conduct Violation, all such Exchange Users will be jointly and severally liable for the whole value of any incentives, Trading Fee discounts, rebates, and/or Losses to which the Company is entitled under this Clause 8.29 and any such amounts may be debited, in the Company's sole and absolute discretion, from these Exchange Users' Accounts, or in each case, any Related Account.
Account Termination
Without prejudice to Clauses 8.21 to 8.24 above, each Exchange User agrees and understands that the Company has the right to suspend, terminate and/or restrict their access to the Trading Platform and any Account(s) or Related Account(s) at any time and for whatever reason (including, without limitation, for violation of this User Agreement or Applicable Laws or Regulations) or no reason whatsoever, and that if the Company does so, the Exchange User's obligations under this User Agreement will continue until they are satisfied in full, extinguished or expressly waived by the Company. Each Exchange User further agrees and understands that the Company has the right to take any and all necessary and/or appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations. If an Exchange User's Account is terminated, then subject to any requirements, restrictions or prohibitions under Applicable Laws and Regulations, the Company will return the Exchange User's Digital Assets, less (a) the value of any and all Fees, Trading Fee discounts, rebates, debts owed to the Company, offsets, and/or Losses that the Company is entitled to pursuant to this User Agreement, and/or (b) any and all amounts, debts, obligations or liabilities (whether accrued, contingent or otherwise) that the Exchange User owes under any and all Orders, Trades and Contracts ((a) and (b) collectively, the "Deductions"). Subject to any rights or claims that the Company, any Exchange User or any other persons or entities may have against the balance of the Exchange User's Account, any investigation, court order, or subpoena, and/or any requirements, restrictions or prohibitions under Applicable Laws and Regulations, if there is a Digital Asset balance remaining in the Exchange User's Account, the Exchange User agrees that the Company will return the remaining Digital Assets (less any and all Deductions) to the Exchange User's account with GTC. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such suspension, termination and/or restriction of access to the Trading Platform, and/or any Account(s) and/or Related Account(s).
Each Exchange User agrees and understands that the Company, as well as any of the Gemini Service Providers , may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal or regulatory process, which the Company or any of the Gemini Service Providers reasonably and in good faith believe to be valid. The Company and any Gemini Service Provider may, but are not required to, notify the relevant Exchange User of any such process by electronic communication. The Company and any Gemini Service Provider may charge an Exchange User for associated costs, in addition to any legal or regulatory process fees. Each Exchange User agrees to indemnify, defend, and hold any and all Indemnified Persons harmless from all actions, claims, liabilities, Losses, costs, attorney's fees, or damages associated with their compliance with any process that the Company and any Gemini Service Provider reasonably believe in good faith to be valid. Each Exchange User further agrees that the Company and any Gemini Service Provider may honour any legal or regulatory process, regardless of the method or location of service.
Unclaimed Digital Assets
If an Exchange User's Account remains closed or dormant for a long enough period of time, the Company may be required, upon the passage of applicable time periods, to report any remaining Digital Assets in the Exchange User's Account as unclaimed property in accordance with unclaimed property laws, and any other Applicable Laws and Regulations. If this occurs, the Company will use reasonable efforts to give Written Notice to the Exchange User. If the Exchange User fails to respond to any such Written Notice within seven Business Days or as otherwise required by Applicable Laws and Regulations, the Company may be required to deliver any such Digital Assets to the applicable government, regulatory or other authorities as unclaimed property. The Company reserves the right to deduct an administrative fee resulting from such unclaimed Digital Assets, as permitted by Applicable Law and Regulations.

Trading

General
An Exchange User may, where permitted under this User Agreement, propose to enter into a Trade through the Trading Platform by submitting an Order.
The Trading Platform matches an Exchange User's Order with one or more Orders submitted by other Exchange Users (or deemed to be submitted by other Exchange Users) in accordance with this Clause 9. An Order is deemed to be submitted by other Exchange Users if it is submitted by or through the Trading Platform, Liquidation Engine or Auto-Deleveraging System. When a match occurs, and subject to the applicable margin requirement being satisfied, a Trade is deemed to have occurred. The Exchange Users who are counterparties to the Trade that is deemed to have occurred hereby agree among themselves, and with the Company, that the Trade is a legally binding contract between such Exchange Users acting as principals, and the Company is not a party to the Trade.
Each Exchange User is responsible for any Trade executed on the Trading Platform. The Company is not liable for any Loss as a result of matching or executing a Trade in accordance with the Exchange User's Order. It is each Exchange User's responsibility to assess the merits and risks associated with the Trade.
Each Exchange User is responsible for any Order made by them on the Trading Platform, including ensuring that the Order is properly submitted on the Trading Platform through the website, API or any other means which the Company may specify or make available from time to time. Order Management Requests may be rejected or cancelled by the Trading Platform and/or the Company in its sole and absolute discretion, and it is each Exchange User's responsibility to verify whether an Order Management Request has been accepted by the Trading Platform and/or the Company. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any Order not being submitted by an Exchange User or any Order Management Request being rejected, cancelled or not received by the Trading Platform for any reason. Orders are submitted to the Trading Platform at the Exchange User's own risk.
The Company is entitled to rely on, and an Exchange User is bound by, all Orders and Trades made by the Exchange User through their Account.
The Company may, in its sole and absolute discretion without prior Notice to an Exchange User, impose any minimum and/or maximum limits to (a) the number or amount of Orders that the Exchange User may submit on the Trading Platform, (b) the number or amount of Trades that the Exchange User may enter into, and/or (c) the number or amount of Positions that the Exchange User may maintain.
The Company shall have the right to suspend or restrict your ability to place Orders at any time for whatever reason (including, without limitation, if there is a lack of liquidity in the Contract that you wish to transact in) or no reason whatsoever. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, your inability to place any Order.
While the Company strives to ensure that your Order and/or Trades would be processed as soon as practicable, there may be instances in which the processing of your Order and/or Trades is delayed or has to be cancelled due to whatever reason (including, without limitation, if there is any system, technical or operational issues that prohibits the Trading Platform and/or the Company from processing your Order and/or Trade) or no reason whatsoever. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any cancellation or delay in processing any Order, and/or Trade.

Orders

Order Submission
As a condition precedent to an Exchange User submitting an Order, (i) an Exchange User's Margin Assets Value [in the relevant Sub Account to which such Order is allocated] must be at least equal to the relevant Initial Margin Requirement and (ii) such proposed Order must pass the validation and risk checks conducted by the Trading Platform. Any Order where the amount of Margin Assets Value in such relevant Sub Account is insufficient to meet the Initial Margin Requirement will be rejected. When an Exchange User places an Order, the relevant initial margin amount is placed on hold in the Exchange User's Sub Account until the Order fills, expires, or is cancelled. Any unfilled portion of the Exchange User's Order will remain on hold until it fills, expires, or is cancelled. Each Exchange User agrees that it is their responsibility to cancel any Order (in whole or in part) that they do not want to be filled. Each Exchange User understands and agrees that they may not be able to cancel an Order prior to it filling (in whole or in part) and that the Company is not liable to the Exchange User for the completion of an Order (in whole or in part) after the Exchange User submits a cancellation request. 
Prior to the submission of an Order, the Exchange User would be required to review, among other things, the pricing information of the Contract and the notional quantity of the Digital Assets to which the Contract relates.
An Order for a Contract can be submitted on the following terms (each, an "Order Type"): 
  1. "Market Order": Filled immediately against resting Orders at the current best available price.
  2. "Limit Order": Filled at or better than a specified price. Any quantity that is not filled rests on the continuous order book until it is filled or cancelled.
  3. "Limit: Immediate-or-Cancel (IOC)": Filled immediately at or better than a specified price. Any quantity that is not filled immediately is cancelled and does not rest on the continuous order book.
  4. "Limit: Fill-Or-Kill (FOK)": Filled immediately at or better than a specified price. If the Order cannot be filled in full immediately, the entire quantity is cancelled. The Order does not rest on the continuous order book.
  5. "Limit: Maker-or-Cancel (MOC)": Rests on the continuous order book at a specified price. If any quantity can be filled immediately, the entire Order is cancelled.
  6. "Stop-Limit": Places a Limit Order when the last trade price crosses the stop price of the Order. 
The Company shall have the right to suspend or restrict your ability to place one or more Order Type(s) at any time for whatever reason or no reason whatsoever. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, your inability to place any Order Type.
Order Management Requests
Order Management Requests are processed by the Trading Platform based on a price and time priority algorithm. The Company implements policies, measures and actions, that the Company considers necessary to manage the volume of Order Managements Requests. Such policies and measures can be amended by the Company at any time in its sole and absolute discretion. The Company may also take steps to prioritise, reduce, decrease or moderate the volume of Order Management Requests (including, but not limited to, by rejecting Order Management Requests or prioritising certain Order Management Requests). Where an Order Management Request is rejected by the Trading Platform, an Exchange User may then choose to resubmit or change such Order Management Request. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any actions or measures taken (or not taken) by the Company in relation to Order Management Requests.
Submission of Order by Gemini ActiveTrader™ or via the Company's API
Each Exchange User agrees and understands that Orders placed via the Gemini ActiveTrader™ interface ("ActiveTrader") or through the Company's API are subject to each and every other provision of this User Agreement unless otherwise modified by this clause. Each Exchange User also agrees and understands that such Orders interact directly with the Trading Platform. Each Exchange User agrees and understands that an Order placed through ActiveTrader or the Company's API may be rejected if the Order exceeds the maximum size limit on the Trading Platform, or in the event of Downtime. 
Each Exchange User agrees and understands that all Orders placed through ActiveTrader or the Company's API are subject to the relevant Marketplace Fee Schedule. 
Submission of Orders by OEMS Service Providers
Exchange Users are permitted to use the Company's API via a third-party order execution management system ("OEMS") service provider or another type of third-party service provider (each, an "OEMS Service Provider") to route the Exchange User's Orders to the Trading Platform and modify their Orders previously submitted to the Trading Platform ("OEMS Services"), however, each Exchange User agrees and understands that any such OEMS Service Provider must first be authorised by the Company to provide OEMS Services, and such authorisation will only be granted by the Company to an OEMS Service Provider that enters into an OEMS Service Provider agreement ("OEMS Service Provider Agreement") with the Company. All OEMS Service Providers are subject to the terms and conditions set forth in such OEMS Service Provider Agreement, as well as the terms and conditions set forth in this User Agreement, the Company's API Agreement, and the Company's Market Data Agreement.
Each Exchange User agrees to be responsible for all Orders and Order Management Requests placed on the Trading Platform through or by an OEMS Service Provider using the Exchange User’s Account. Each Exchange User also agrees and understands that all such Orders will be treated as their Orders for all purposes, and agrees to accept and be bound in all respects by the terms of all Trades executed on the Trading Platform as a result of any Orders or instructions routed to the Trading Platform through or by an OEMS Service Provider using the Exchange User's Account, regardless of whether such Orders or instructions were submitted to the Trading Platform by an OEMS Service Provider in error.
Each Exchange User agrees and understands that they are solely responsible (and they will not hold the Company responsible) for managing and maintaining the security of their account login credentials and any other required forms of authentication, including their API keys, even if the Exchange User shares them with an authorised OEMS Service Provider. Each Exchange User also agree and understand that the Company is not responsible (and the Exchange User will not hold the Company responsible) for any unauthorised access to or use of their account, even if they share some or all of their login credentials and other required forms of authentication, including their API keys, with an authorised OEMS Service Provider. Each Exchange User further agrees that in no event will any of the Indemnified Persons be liable to an Exchange User for any Losses by reason of, or arising from, or as a consequence of (i) any Downtime, systems failure, error, interruption, delay, or other circumstance resulting in the inability of an OEMS Service Provider to connect to the Trading Platform, (ii) the inability of an OEMS Service Provider to provide OEMS Services, (iii) any errors or delays with respect to Orders or instructions submitted to the Trading Platform by or through an OEMS Service Provider, or (iv) other matters related to OEMS Services made available to the Exchange User by an OEMS Service Provider.
The Company may terminate or suspend the authorisation of an OEMS Service Provider to transmit Orders or instructions to the Trading Platform and provide OEMS Services, or the Exchange User's ability to place Orders and/or Order Management Requests on the Trading Platform via an OEMS Service Provider, for any reason and at any time, as determined in the Company's sole and absolute discretion. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such termination or suspension of an OEMS Service Provider's authorisation and/or the Exchange User's ability to place Orders and/or Order Management Requests on the Trading Platform via an OEMS Service Provider.
Order Handling
Each Exchange User agrees and understands that the Company does not guarantee that any Order the Exchange User places will be filled. Orders that are active before Downtime, will be handled, once the Trading Platform resumes operations, as follows: 
  1. If the Order was placed via an API key with the "Requires Heartbeat" feature activated it will be automatically cancelled. 
  2. If the Order was placed via ActiveTrader, or via an API key without using the "Requires Heartbeat" feature, it will be active once the Trading Platform resumes operations.
  3. If an Exchange User connects via FIX, the Exchange User will have the option of enabling "cancel upon disconnect" for all of their Orders. If an Exchange User, or the Exchange User's technology provider (e.g., OEMS Service Provider) does not enable "cancel upon disconnect," the Exchange User agrees and understands that the Company is not responsible for the Exchange User's Orders executing at disadvantageous prices or any other Losses associated with the Exchange User's Orders not being cancelled during Downtime.
Each Exchange User agrees and understands that the Company reserves the right to reject or cancel any Order, or the remaining portion of any Order, in its sole and absolute discretion, for any reason or no reason whatsoever, including but not limited to in the following circumstances:
  1. where any such Order was placed and/or active during Downtime;
  2. where any such Order constitutes, or is placed in connection with, any Market Misconduct, as determined in the sole and absolute discretion of the Company, and as described in Clause 17 herein; or
  3. where any such Order is materially non-marketable in that it cannot be easily liquidated in a timely or cost-effective manner.
Each Exchange User agrees and understands that Orders may be subject to, and any and all Indemnified Persons shall have no liability for, delays, difficulties, and/or conditions affecting transmission or execution of Orders over which the Company has no control, including, but not limited to, mechanical or electronic failure or market congestion. Each Exchange User agrees and understands that contingent Orders, including, but not limited to, "Stop-Limit" Orders, will not necessarily limit the Exchange User's losses to the intended amounts, since market conditions may make it impossible to execute such Orders at a price close to the stop price or at all. Each Exchange User agrees and understands that the Company reserves the right to require all Orders to pass automated compliance checks. If the Exchange User's Order is flagged for review by any of these checks or if it meets certain defined criteria, it may require the Company's manual review and approval. The Company will use commercially reasonable efforts to review such Orders on a timely basis, but shall not be liable for any delays. If at any time an Exchange User is in any doubt about the status of their Order, they can view their Order status on the Trading Platform. The Company may reject or cancel any Order flagged for review. Lastly, the Company may require the Exchange User to confirm their Order via telephone or another form of authentication prior to execution.
Order Acceptance and Cancellation
Subject to certain validation and risk checks conducted by the Trading Platform, the Order may be accepted by the Trading Platform. Upon an Order being accepted by the Trading Platform:
  1. the Company will send a Written Notice to the Exchange User confirming that the Order has been accepted by the Trading Platform; and
  2. a hold will be placed on the relevant initial margin amount in the Exchange User's relevant Sub Account to which such Order is allocated, and such initial margin amount will not be available for any other purpose or be able to be transferred out of the Sub Account until the Order and/or Position is closed and all associated Fees are settled. 
An Exchange User's Orders and Trades shall be deemed and treated as authorised and correct as ratified and confirmed by the Exchange User unless the Company receives Written Notice to the contrary within three calendar days.
Certain Orders may be cancelled by the Exchange User through the Trading Platform before the Order is executed by Trading Platform. An Order is irrevocable and cannot be cancelled by the Exchange User after a Trade has been executed after being matched on the Trading Platform.
Protection on Market Orders
A buy Market Order for a Contract will be limited to a price equal to 5% above the higher of the Best Ask and the Mark Price at the time of such Order (the higher of such Best Ask and such Mark Price being the "Higher Buy Price"). Such an Order will be executed up to the aggregate notional amount of the sell Orders priced between the Higher Buy Price and 5% above the Higher Buy Price, and the unexecuted remainder of any such Order (if any) shall be cancelled.
A sell Market Order for a Contract will be limited to a price equal to 5% below the lower of the Best Bid and the Mark Price at the time of such Market Order (the lower of the Best Bid and the Mark Price being the "Lower Sell Price"). Such an Order will be executed up to the aggregate notional amount of the buy Orders priced between the Lower Sell Price and 5% below the Lower Sell Price, and the unexecuted remainder of any such Order (if any) shall be cancelled.
Risk Controls on Limit Orders
A buy Limit Order for a Contract will not be accepted if (i) the notional amount of the Order is larger than the aggregate notional amount of the Orders at the Best Ask at the time of the Order and (ii) the Limit Price is more than 5% above the higher of the Best Ask and Mark Price.
A sell Limit Order for a Contract will not be accepted if (i) the notional amount of the Order is larger than the aggregate notional amount of the Orders at the Best Bid at the time of the Order and (ii) the Limit Price is more than 5% below the lower of the Best Bid and Mark Price.
Genuine Orders
An Exchange User shall only submit and make Orders which represent a genuine intention to execute a Trade. An Exchange User must not submit or make Orders with the purpose to manipulate or create a false market on the Trading Platform, to engage in any Market Misconduct or otherwise submit or make any Orders without the intention to execute a Trade. The Company monitors Orders and implements policies and measures to restrict and reject Orders which the Company considers to be manipulative, misleading, not genuine, non-bona-fide, or otherwise abusive.
Clearly Erroneous Transaction Policy
The Company considers a Trade to be clearly erroneous when its price is substantially inconsistent with the market price at the time of execution (each, a "Clearly Erroneous Transaction"). In making any such determination, which the Company may do so in its sole and absolute discretion, the Company will take into account the circumstances at the time of the Trade, the need to preserve the integrity of the market, the need to maintain a fair and orderly marketplace, and the other considerations set out in Clause 9.32 below. Each Exchange User is responsible for ensuring that the appropriate price and Order Type is entered into the Trading Platform. A simple assertion that a mistake was made by an Exchange User in entering an Order, or that the Exchange User failed to pay attention to or update an Order, is not sufficient to establish it as a Clearly Erroneous Transaction. In the event such user error results in a Trade, the Exchange User should make the Company aware of the error in a timely manner (generally within 24 hours of the erroneous Trade being executed). 
All Exchange Users hereby agree among themselves, and with the Company, that if the Company determines a Trade to be a Clearly Erroneous Transaction, the Company may declare it null and void, in whole or in part, even if the Exchange User and/or the other party do not agree to cancel or modify it. In the event that the Company declares a Trade null and void (in whole or in part), all parties to the Trade agree that the Trade shall be null and void as such, and the parties must return any Digital Assets received pursuant to such Trade.
In determining whether a transaction is a Clearly Erroneous Transaction, the Company will consider the following:
  1. whether the Trade is unusual or suspicious;
  2. whether the Trade constitutes, or is entered into in connection with, any Market Misconduct, as determined in the sole and absolute discretion of the Company;
  3. whether there was a disruption or malfunction in the operation of any trading system or component of the Trading Platform, the Company, any Gemini Service Provider, or any Digital Asset network; or
  4. whether there were extraordinary market conditions or other circumstances in which the nullification or modification of Trades may be necessary for the maintenance of a fair and orderly market.
The Company will make a determination and take any action pursuant to this Clearly Erroneous Transaction Policy as soon as practicable. If an Exchange User is a party to any action taken, the Company will notify the Exchange via Written Notice as soon as practicable.
Trade Execution
The Trading Platform uses a central order book and, according to a price and time priority algorithm applicable to accepted Orders, may match an Exchange User's Order with one or more Orders of another Exchange User (or Orders deemed to be submitted by another Exchange User), subject to certain validation and risk checks and any other terms determined by the Company in its sole and absolute discretion.
If the Trading Platform determines that there is a match in respect of an Exchange User's Order:
  1. the relevant Exchange Users would be deemed to have executed the corresponding Contract on a principal-to-principal basis;
  2. the terms of such Trade will be recorded in the Matching Engine Book;
  3. the Exchange Users who are counterparties to the Trade that has occurred agree among themselves, and with the Company, that such Trade shall be a legally binding contract between the relevant Exchange Users acting as principals to the Trade, and that the Company is not a party to the Trade;
  4. the Company will send a Written Notice to the relevant Exchange Users confirming that they have each executed the relevant Contract; and
  5. a hold will be placed on the relevant initial margin amount in the Exchange User's relevant Sub Account to which such Order is allocated. 
Order, Trade and Position Amendment or Cancellation
The Company may, in its sole and absolute discretion, take any steps to amend, adjust, close, reverse, Liquidate, mitigate, off-set, deleverage or settle (as applicable) any Order, Trade or Position in respect of any Exchange User for any of the following purposes or in any of the following circumstances:
  1. in the event the Company declares an Early Settlement;
  2. to correct or adjust any clerical, operational or other error;
  3. upon the occurrence of a Market Disruption Event;
  4. where the Company determines, in its sole and absolute discretion, that there has been any breach of Applicable Law and Regulations;
  5. where the Company determines, in its sole and absolute discretion, that it is necessary or desirable in order to preserve the integrity of the trading market;
  6. to implement any changes or amendments including (without limitation) to the Trading Platform, this User Agreement, the Contracts (including Contract Specifications), and/or the terms and conditions relating to (among others) Funding, Settlement, Initial Margin Requirement, Maintenance Margin Requirement, Liquidation, or Order Types;
  7. where the Company determines, in its sole and absolute discretion, that any Order or Trade is otherwise manipulative or abusive; or
  8. where the Company determines, in its sole and absolute discretion, that any Order or Trade constitutes, or is entered into in connection with, any Market Misconduct,
and the Company shall provide the impacted Exchange User(s) with a Written Notice.
Any action taken or determination or decision made by the Company under this Clause 9.35 is final and conclusive. The Exchange Users who are counterparties to such Order(s), Trade(s) and/or Position(s) also hereby agree among themselves, and with the Company, that any Order(s), Trade(s) and/or Position(s) among Exchange Users may be modified or cancelled in accordance with this Clause 9.35. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any action taken or determination or decision made by the Company under this Clause 9.35.

Funding 

This Clause 10 will apply in respect of Perpetual Contracts. 
The terms of the Perpetual Contracts include a periodic funding amount that is paid or received by the Exchange User as set out in this Clause 10 in connection with the Exchange User's Position in respect of its Trade(s) in Perpetual Contract(s) ("Funding"). 
At each of the funding timestamps as stated in the relevant Contract Specification ("Funding Timestamp"):
  1. Funding will be determined by the Company in respect of an Exchange User's Position in relation to a Perpetual Contract at such time. 
  2. The following shall apply:
    1. if the Funding Rate in respect of a Perpetual Contract is positive (this means that the price of the Perpetual Contract is more than the spot price of the underlying Digital Asset as at the relevant Funding Timestamp), Funding shall be credited to the Sub Account of the Exchange User holding a short Position in that Perpetual Contract, and will be reflected as a "funding payment" in the Exchange User's Sub Account; OR
    2. if the Funding Rate in respect of a Perpetual Contract is negative (this means that the price of the Perpetual Contract is less than the spot price of the underlying Digital Asset as at the relevant Funding Timestamp), Funding shall be credited to the Sub Account of the Exchange User holding a long Position in that Perpetual Contract, and will be reflected as a "funding payment" in the Exchange User's Sub Account.
If an Exchange User does not have sufficient margin in their Sub Account to pay the Funding for a particular Position in relation to a Perpetual Contract (regardless of whether the Exchange User has met the relevant Maintenance Margin Requirement), or if the payment of the Funding would result in the Exchange User's Margin Assets Value dropping below the Maintenance Margin Requirement for that particular Position, the Exchange User's Position will be subject to the Liquidation Process as set out in Clause 13 below, at the end of the Trading Day at the prevailing market price. 
The Mark Price and Funding Rate will ultimately be determined by the Company as set out in the relevant Contract Specification.
Funding shall be deducted from or credited to an Exchange User's Sub Account in respect of a Perpetual Contract only if the Position is held at the relevant Funding Timestamp.
All calculations in respect of Funding by the Company are final and conclusive. The Company may amend the Funding Timestamps, the Funding Rate, the methodology for determining the Funding Rate and any other terms relating to the determination and payment of Funding in its sole and absolute discretion and without prior Notice to Exchange Users. The Exchange Users hereby agree among themselves, and with the Company, that any such amendments by the Company to the Funding terms and conditions in their Order(s), Trade(s) and/or Position(s) shall be effective and binding on them. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any calculations or determinations made by the Company in respect of Funding, and/or any amendments made by the Company to any Funding terms and conditions.
An Exchange User is only liable for Funding in either direction if it has open Positions at a Funding Timestamp. If an Exchange User closes its Position prior to the Funding Timestamp, such Exchange User will not pay or receive any Funding. 
Each Exchange User agrees and acknowledges that the Company may, in its sole and absolute discretion, charge fee(s) associated with the determination and payment of Funding ("Funding Fee").

Settlement

Subject to the other provisions of this User Agreement, all Digital Assets to be paid and/or delivered pursuant to the Settlement of a Trade shall be paid and/or delivered subject to, and in accordance with, the terms and conditions of the relevant Contract Specifications. 
The Exchange Users who are counterparties to the relevant Trade also hereby agree among themselves, and with the Company, that the Settlement Price will be determined by the Company, in its sole and absolute discretion, and in accordance with the relevant Contract Specifications.
Other than in the case of Early Settlement, Perpetual Contracts do not Settle.
The Company shall have the right, in its sole and absolute discretion, to declare Early Settlement of any Contract due to a Market Disruption Event, an Exchange Breach by an Exchange User, an Exchange User's breach of the Representations and Warranties given under Clause 20 below, the termination of this User Agreement with an Exchange User, any change in Applicable Laws and Regulations that materially impacts this User Agreement, the operation or activities of the Trading Platform or the Company's business, and/or any other event or reason as determined by the Company including, but not limited to, concerns about the underlying Digital Assets or to ensure a fair and orderly market. The Company will use reasonable endeavours to provide reasonable prior Notice to Exchange Users upon the declaration of any Early Settlement, including the terms on which the relevant Contract(s) or Trade(s) will settle. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any Early Settlement or for any Notice (or lack of Notice) in respect of any Early Settlement.
In the event of any Early Settlement, all Trades in respect of a Contract that the Company has declared is subject to Early Settlement will Settle at a time determined by the Company. 
All calculations and determinations in respect of any Settlement or Early Settlement by the Company are final and conclusive. The Exchange Users hereby agree among themselves, and with the Company, that any such calculations and determinations by the Company shall be effective and binding on them. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such calculations or determinations by the Company.
Each Exchange User irrevocably authorises the Company and/or GTC (or its related entity) to take all steps necessary and/or desirable in order to effect the transfer of the requisite amount of Digital Assets for purposes of any Settlement or Early Settlement:
  1. (in the case where the Exchange User is in-the-money) to that Exchange User's Sub Account; or
  2. (in the case where the Exchange User is out-of-the-money) from that Exchange User's Sub Account.

Margin

Contracts, Orders, Trades and Positions (as applicable) are subject to the relevant margin requirements as set out in the Contract Specifications. The Company may amend the relevant margin requirements in its sole and absolute discretion without prior Notice to Exchange Users. The Exchange Users hereby agree among themselves, and with the Company, that any such amendment of margin requirements by the Company shall be effective and binding on them. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such amendment of margin requirements by the Company.
All calculations and determinations relating to the relevant margin requirements in respect of a Contract, Order, Trade or Position by the Company are final and conclusive. The Exchange Users hereby agree among themselves, and with the Company, that any such calculations and determinations by the Company shall be effective and binding on them. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of,any such calculations or determinations by the Company.
Certain Contracts may have an Initial Margin Requirement, which may be varied in accordance with this User Agreement and/or the relevant Contract Specifications. An Exchange User may use their Margin Assets Value in their relevant Sub Account to which the relevant Orders and Positions (as applicable) are allocated to satisfy the relevant Initial Margin Requirement of such Orders and Positions (as applicable). The Initial Margin Requirement is satisfied in respect of the relevant Orders and Positions (as applicable) if the Margin Assets Value in the Exchange User’s relevant Sub Account to which the relevant Orders and Positions (as applicable) are allocated is equal to or higher than the Initial Margin Requirement. Upon an Order being accepted by the Trading Platform, the relevant initial margin amount will be placed on hold in the Exchange User's relevant Sub Account to which such Order is allocated. If an Exchange User does not have sufficient Margin Assets Value in their relevant Sub Account to meet the Initial Margin Requirement for a particular Order, the Order will be rejected by the Trading Platform. For the avoidance of doubt, the Margin Assets Value in one Sub Account cannot be used to satisfy any Initial Margin Requirement of Orders and Positions (as applicable) allocated to a different Sub Account. 
Certain Contracts may have a Maintenance Margin Requirement, which may be varied in accordance with this User Agreement and/or the relevant Contract Specifications. An Exchange User may use their Margin Assets Value in their relevant Sub Account to which the relevant Positions and Trades (as applicable) are allocated, to satisfy the relevant Maintenance Margin Requirement of such Positions and Trades (as applicable). The Maintenance Margin Requirement is satisfied in respect of the relevant Positions and Trades (as applicable) if the Margin Assets Value in the Exchange User’s relevant Sub Account to which the relevant Positions and Trades (as applicable) are allocated is equal to or higher than the Maintenance Margin Requirement. If an Exchange User does not have sufficient Margin Assets Value in their relevant Sub Account to meet the relevant Maintenance Margin Requirement, the Exchange User's Positions and Trades allocated to that Sub Account will be subject to the Liquidation process as set out in Clause 13 below. FOr avoidance of doubt, the Margin Assets Value in one Sub Account cannot be used to satisfy any Maintenance Margin Requirement of Positions and Trades (as applicable) allocated to a different Sub Account.
Each Exchange User acknowledges and accepts that they bear all risks and Losses as a result of the Exchange User's failure to meet the Maintenance Margin Requirement in respect of any Positions and/or Trades.

Liquidation

Liquidation Process
Liquidations referred to in Clause 13 are effected on the Trading Platform by the Liquidation Engine if an Exchange User's Sub Account (to which the relevant Position or Trade (as applicable) is allocated) does not have sufficient Margin Assets Value to meet the relevant Maintenance Margin Requirement of the relevant Position or Trade  ("Liquidation Event"). Upon the occurrence of a Liquidation Event, all of the Positions and Trades allocated to the relevant Sub Account (that has insufficient Margin Assets Value) may be Liquidated. Such Liquidation will not affect the other Positions and Trades allocated to other Sub Accounts which have sufficient Margin Assets Value to satisfy the Maintenance Margin Requirements applicable to such Position(s) or Trade(s). 
Liquidation of any particular Trade or Position shall be effected subject to, and in accordance with, the relevant Contract Specifications. Liquidation with respect to an Exchange User's Trade or Position is an irreversible process, even if the price of the relevant Contract subsequently moves in the Exchange User's favour. Additional information concerning the operation of the Liquidation Engine as triggered by a Liquidation Event may be found here.
Once Liquidation is effected in respect of an Exchange User's Trade or Position, the following measures will apply to such Exchange User:
  1. all of the Exchange User's open Orders allocated related to the relevant Sub Account (if any) will be cancelled by the Liquidation Engine;
  2. the Exchange User will not be able to Deposit into or Withdraw from the relevant Sub Account; and
  3. the Company will be entitled to retain any shortfall in Fees, such as Funding Fee, Trading Fee, and Liquidation Fee from the relevant Sub Account. 
The Exchange User acknowledges and accepts that the Liquidation process can run on indefinitely, and the Company will have sole and absolute discretion to control the Liquidation process.
An Exchange User acknowledges and accepts that it bears all risk and Losses arising from the Liquidation process as a result of any Liquidation Event. Further, the Exchange User agrees and acknowledges that upon termination of a Trade and/or Position, the Exchange User will have no further rights or interests in the Trade and/or Position. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any Liquidation of any Trade or Position.
The Company will use reasonable endeavours to provide a Written Notice as soon as practicable after Liquidation of a Trade or Position.
Liquidation Fee
Each Exchange User acknowledges and accepts that all Exchange Users that undergo Liquidation will be charged a liquidation fee ("Liquidation Fee"), at the sole and absolute discretion of the Company. The Liquidation Fee will be deducted from the Exchange User's Sub Account once Liquidation is completed.

Insurance Fund

The insurance fund ("Insurance Fund") is a default fund established by a Singapore-incorporated affiliate of the Company, Gemini Voyager. The primary purpose of the Insurance Fund is to limit the occurrence of Auto-Deleveraging of the relevant Position(s) of the relevant Exchange Users who are in-the-money, upon Liquidation of affected Trade(s) or Position(s). Despite the foregoing, neither the Company nor Gemini Voyager shall be obliged to apply or utilise the Insurance Fund in any circumstances, including to prevent or mitigate Auto-Deleveraging.
To the extent that there are insufficient funds, as determined by the Company or Gemini Voyager in their sole and absolute discretion, in the Insurance Fund allocated to a Contract, Auto-Deleveraging may be effected in respect of the relevant open Positions in accordance with Clause 15.
Neither the Company nor Gemini Voyager make any warranty or guarantee as to the availability, sufficiency or adequacy of the Insurance Fund to prevent or mitigate Auto-Deleveraging.
The Insurance Fund will be maintained and managed by Gemini Voyager in its sole and absolute discretion. Any details of the Insurance Fund will be privately maintained by Gemini Voyager and/or the Company, and may be made public at the Company's sole and absolute discretion. Each Exchange User acknowledges and agrees that they have no rights or interest in the Insurance Fund, and shall have no discretion or decision-making power whatsoever in relation to the Insurance Fund.
Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any application or utilisation, or any lack of application or utilisation, of the Insurance Fund. 

Auto-Deleveraging 

Auto-Deleveraging is effected on the Trading Platform by the Auto-Deleveraging System. 
Auto-Deleveraging occurs when there are insufficient funds in the Insurance Fund to absorb the loss arising from the Liquidation of Position(s), as determined by the Company or Gemini Voyager in their sole and absolute discretion. This could lead to Liquidation of the relevant Position(s) of the Exchange Users who are in-the-money ("Affected Exchange Users") at the time the relevant Position(s) are Liquidated. 
When Auto-Deleveraging occurs, the Auto-Deleveraging System shall close out the Affected Exchange User's Position(s) in the relevant Contract (in whole or in part). When a Position is closed out by the Auto-Deleveraging System, the Affected Exchange User shall immediately realise any profit or loss, and have no further rights, interests or obligations, in respect of the terminated Position. The Company may make changes to the Auto-Deleveraging System in its sole and absolute discretion without prior Notice to Exchange Users.
The Company will use reasonable endeavours to provide a Trading Notice, Written Notice, or a series of alerts (via ActiveTrader notification, if applicable) as soon as practicable if an Affected Exchange User's Position(s) is/are at risk of being Auto-Deleveraged.
Each Exchange User acknowledges that their Position(s) in any Contract may be subject to Auto-Deleveraging and they bear all the risks arising from the Auto-Deleveraging of their Position(s). Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any Auto-Deleveraging of Position(s).

Calculations

Without prejudice to any other provision in this User Agreement, all calculations and determinations performed by the Company in connection with the Trading Platform and/or any Contracts, Orders, Trades and/or Positions are final and conclusive. The Exchange Users hereby agree among themselves, and with the Company, that any such calculations and determinations by the Company shall be effective and binding on them. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any calculation or determination made by the Company.

Market Misconduct

An Exchange User must not under any circumstances engage in any conduct or behaviour or take any action that the Company determines in its sole and absolute discretion to be market misconduct ("Market Misconduct"), including but not limited to:
  1. fraudulent acts, including any engagement in any scheme to defraud, deceive or trick, in connection with or related to any acts on the Trading Platform or any other activity related to the Company;
  2. fictitious transactions;
  3. market manipulation, including any disruptive trading or conduct on the Trading Platform for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values, which includes but is not limited to pre-arranged or coordinated trades with any other market participant, simultaneous buy and sell orders, wash trading, money passes or other pre-arranged trades intended to effectuate a transfer of funds from one account to another, and front-running;
  4. violation of Applicable Laws and Regulations;
  5. misrepresentation or misstatements of material facts; and
  6. any other acts detrimental to the Company, including any conduct that is inconsistent with the just and equitable principles of trade, including but not limited to abusive practices, disruptive, fraudulent, non-competitive, or unfair actions,
and any attempt to commit any of the above, even if unsuccessful.
Without prejudice to any other provision in this User Agreement, the Company may take any action it deems necessary, in its sole and absolute discretion, to ensure a fair and orderly trading market or to maintain the stability or integrity of the Trading Platform. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, the Company taking any action (or not taking any action) in response to any Market Misconduct, and/or taking any action to ensure a fair and orderly trading market or to maintain the stability or integrity of the Trading Platform.

Exchange Breach

An "Exchange Breach" occurs in respect of an Exchange User when the Company determines, in its sole and absolute discretion:
  1. the Exchange User no longer meets the Trading Criteria;
  2. the Exchange User has breached or failed to perform or observe their obligations under this User Agreement, including, without limitation, the failure to pay any and all amounts due under this User Agreement as they fall due;
  3. the Exchange User has taken any action which is inconsistent with a fair and orderly market or the integrity of the market (including any Market Misconduct);
  4. the Exchange User has breached any Applicable Laws and Regulations;
  5. it is or becomes unlawful for the Exchange User to perform any of their obligations under this User Agreement;
  6. the Exchange User is not able to give or has breached any of the representations and warranties set out under this User Agreement;
  7. any of the representations and warranties given under this User Agreement turns out to be untrue, misleading or incorrect;
  8. the Company is required to take any action in respect of the Exchange User's Account as the Company considers necessary or desirable in order to comply with any Applicable Laws and Regulations;
  9. a government, regulator or other authority requests or requires the Company to take any action in respect of the Exchange User's Account;
  10. the Exchange User becomes bankrupt or insolvent, has applied for bankruptcy, insolvency or administration, has gone into liquidation, receivership or judicial management whether in Singapore or elsewhere (where the receiver or judicial manager takes control over part or a substantial part of the Exchange User's property or undertaking), or where such similar event has occurred or been declared;
  11. any bankruptcy, insolvency, liquidation, winding-up proceedings or other proceedings for the relief of debtors or dissolution proceedings have been instituted against the Exchange User and is not be dismissed within thirty (30) days of the initiation of said proceedings;
  12. any event or circumstance occurs or exists that has a material adverse effect on the business, operations, prospects, property, assets, liabilities or financial condition of the Exchange User, taken as a whole, or a material adverse effect on the ability of Exchange User to perform their obligations under this User Agreement;
  13. an action, suit or procedure has been commenced against the Exchange User or their assets;
  14. the Exchange User has made a misrepresentation or misstatement to the Company or provided the Company with any false or misleading information;
  15. the Exchange User has not provided any information which the Company has requested or required from the Exchange User; 
  16. the Exchange User is deceased, is mentally incapacitated or any event which would affect the legal capacity of an Exchange User had occurred; and/or
  17. it is necessary to take action against the Exchange User's Account in order to protect the Exchange User, other Exchange Users or the Company.
The Company may take any action (or refrain from taking any other action) it deems appropriate, in its sole and absolute discretion, in relation to any Exchange Breach, including (but not limited to) (i) suspending, terminating, and/or restricting access to, the Exchange User’s Account and any Related Account, (ii) suspending, terminating, and/or restricting the Exchange User’s access to the Trading Platform and any or all of the products and services on the Trading Platform, (iii) refusing to act upon any instruction, request or order from the Exchange User, (iv) refusing to complete, or blocking, reversing, cancelling, modifying and/or disregarding any Order, Contract, Trade or Position, (v) freezing/locking the Digital Assets in the Exchange User’s Account or Related Accounts and seeking to recover additional Digital Assets in the event that the Digital Assets in their Accounts are insufficient to cover the Trading Platform’s Losses. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, the Company taking any action (or not taking any action) in response to any Exchange Breach.
Each Exchange User expressly agrees that the Company shall not be liable to the Exchange User for any profit or loss as a result of any action it takes in respect of the Exchange User's open Orders, Positions or Trades. Each Exchange User also expressly agrees that the Company's failure or delay to take immediate action does not constitute a waiver of any of its rights, and the Company retains the right to take action at any time in respect of the Exchange User's Account.
An Exchange User whose right to use the Trading Platform has been disabled or whose Account has been closed will remain subject to this User Agreement in respect of any outstanding obligation under this User Agreement until those obligations are satisfied. Such Exchange User is required to comply with any requests for information in relation to the period in which its Account is disabled, closed or terminated.

Notices

The Company has the right to communicate and provide trading notices (a "Trading Notice") to all Exchange Users on the Trading Platform in any manner which it deems to be appropriate, including (without limitation):
  1. website announcements;
  2. communications to the contact details registered with each Exchange User's Account (including, but not limited to, its registered email address);
  3. Website banners and popups; and
  4. API messages and announcements;
The Company also has the right to issue a written notice addressed to a specific Exchange User (a "Written Notice") to the contact details registered with the Exchange User's Account (including, but not limited to, the Exchange User's registered email address). If the Company sends an email to the Exchange User's registered email address, the Exchange User agrees and understands that this constitutes Written Notice from the Company to the Exchange User. For all Written Notices sent by email shall be considered to be received by you immediately upon our sending of the relevant email to you. 
The Exchange User agrees and consents to electronic delivery of all communications, Trading Notices and Written Notices.
If an Exchange User communicates in writing to the Company through the Company's Help Center, this will also constitute Written Notice from an Exchange User to the Company. 
It is the Exchange User’s sole responsibility to actively look out for any and all Trading Notices, Written Notices and other notices, announcements or communications from the Company. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, the Exchange User’s receipt or non-receipt of any Trading Notices, Written Notices or other notices, announcements or communications from the Company.

Representation and Warranties

Each Exchange User separately represents, warrants and undertakes (i) on an on-going and continuing basis; (ii) upon their submission of an Order and (iii) upon the execution of a Trade that:
  1. they meet the Trading Criteria in ful, no Exchange Breach has occurred, and the Exchange User has not committed (or attempted to commit) any Market Misconduct)l;
  2. they are:
    1. in the case of a natural person, a lawful resident of, or 
    2. in the case of any other legal entity, organised, incorporated, or established under the laws of, 
    3. a jurisdiction in which the Company has made the Trading Platform available, as set forth here.
  3. they are not, and are not beneficially owned by or controlled by, a U.S. Person ("U.S. Person"), which includes a natural person, partnership, corporation, trust, investment vehicle, or other legal person organised, incorporated, or established under the laws of the United States or ordinarily resident or having its principal place of business in the United States;
  4. they have accepted this User Agreement and the Risk Disclosure Statement, and ratify and confirms all acts done or caused to be done by the Company under this User Agreement;
  5. this User Agreement constitutes valid and legally binding obligations, enforceable against the Exchange User in accordance with their respective terms;
  6. (in respect of a natural person) they are above 18 years of age (and above the legal age of majority in their relevant jurisdiction) and has full capacity to agree to this User Agreement and enter into a Trade;
  7. (in respect of a partnership, firm, company or other entity) they are duly organised and validly existing under the laws of the jurisdiction of their organisation or incorporation, and, if relevant under such laws, in good standing and has the necessary corporate or other power, capacity and authority to enter into this User Agreement and enter into any Order or Trade, maintain any Position, and otherwise perform their obligations hereunder, and have taken all necessary action to authorise such execution, delivery and performance;
  8. their entry into and performance of, and the obligations contemplated by, this User Agreement, and all Contracts, Orders, Trades and Positions do not and will not conflict with any Applicable Laws and Regulations or (in respect of a partnership, firm, company or other entity) any constitutional document, agreement or instrument binding upon them, including all anti-money laundering, countering of financing of terrorism and/or sanction requirements and restrictions;
  9. all governmental, regulatory and other permissions, authorisations, approvals, licences and consents that are required to have been obtained by them (i) with respect to this User Agreement, and (ii) to enter into an Order, Trade or Position, have been obtained and are in full force and effect and all conditions of any such permissions, authorisations, approvals, licences and consents have been complied with;
  10. all the activities that they carry out under this User Agreement will be in compliance with the requirements of all Applicable Laws and Regulations as well as the various policies of the Company;
  11. they will comply with the Company's AML Program and all Applicable Laws and Regulations in relation to anti-money laundering, countering the financing of terrorism and/or sanctions (including but not limited to the Singapore Sanctions Laws);
  12. all Digital Assets in their Account are not the direct or indirect proceeds of any criminal, unlawful or fraudulent activity;
  13. they are not bankrupt or insolvent and are not subject to any bankruptcy, insolvency, liquidation, winding-up proceedings or other proceedings for the relief of debtors or dissolution proceedings under any Applicable Laws and Regulations;
  14. there are no litigation, arbitration or administrative proceedings before any court, arbitral body or agency pending or, to their knowledge, threatened, which could reasonably be anticipated to have any adverse effect on their ability or capacity to perform their obligations under this User Agreement or the accuracy of the representations and warranties hereunder or thereunder; 
  15. they will notify the Company immediately if they have knowledge or reason for suspecting that a Market Disruption Event and/or an Exchange Breach has occurred and/or any person has committed (or attempted to commit) any Market Misconduct;
  16. all documents, materials and information that it provides to the Company are true, accurate, complete and up-to-date in all respects, and may be relied upon by the Company in determining whether or not the Exchange User fulfils the Trading Criteria, or for any other purposes;
  17. they are acting for their own account and are solely responsible for making their own decisions to initiate any Order or enter into any Trade, and they are not relying on any communication (written or oral) from the Company as solicitation, representation, recommendation, marketing, promotion, investment advice or any other advice (including, without any limitation, any advice as to the meaning and effect of this User Agreement);
  18. they are entering into this User Agreement and each Order and Trade as principal and not as agent of any person or entity;
  19. they are aware of the risks related to trading on the Trading Platform (including that they may lose all of the Digital Assets in the Sub Account), are trading with Digital Assets which they can afford to lose, have a high risk tolerance, have knowledge and experience in highly volatile markets and have the necessary experience and knowledge to understand such risk and any and all other risks involved in relation to each Order and Trade, and have acknowledged and accepted the provisions of the Risk Disclosure Statement, linked here; and
  20. they have sought and obtained such independent advice as they may deem necessary as to the meaning and effect of this User Agreement, or in order to enter into an Order or Trade, and the risks involved in respect of the same. 
Each Exchange User acknowledges and agrees that the Indemnified Persons have relied on each of these representations, warranties and undertakings as setting out the basis upon which the Exchange User is entitled to access the Trading Platform, and to enter into a Contract, Order, Trade and/or Position.

Fees

Each Exchange User agrees and understands that their acceptance of this User Agreement is considered to be their acceptance of the Company's right to charge a Trading Fee and any other Fees (including but not limited to a Funding Fee and Liquidation Fee) associated with or incurred by an Exchange User's use of the Trading Platform. Such Fees are set out in the Company's fee schedules (each, a "Marketplace Fee Schedule").
The Company has the right to collect Fees from an Exchange User in any way it determines, including by deducting an amount equivalent to the Fees from the Account Balance.
The Company reserves the right to change, modify, or increase any of its Marketplace Fee Schedules at any time. Any change to a Marketplace 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. An Exchange User further agrees and understand that by logging into their Account and/or authenticating to the Company's API with the Exchange User's API key, and/or accessing or using the Trading Platform (including accessing or using the Trading Platform through ActiveTrader, the Company’s API and/or via any OEMS Service Provider), following any change to a Marketplace Fee Schedule, an Exchange User is agreeing to accept such new Marketplace Fee Schedule.

Emergency 

The Company reserves the right to declare an Emergency and to implement temporary emergency rules and procedures, in its sole and absolute discretion, and take any actions (or refrain from taking any action) that the Company deems necessary or appropriate including (but not limited to) the following actions: 
  1. terminating, suspending or curtailing trading, or limiting trading to Liquidation only (in whole or in part);
  2. amending any Contracts, Orders, Trades and/or Positions;
  3. providing for alternative settlement mechanisms;
  4. ordering the Liquidation, transfer, reduction or closure of Orders, Trades or Positions;
  5. extending, limiting or changing the Trading Hours;
  6. temporarily modifying or suspending any provision of this User Agreement;
  7. requiring Exchange Users to meet special margin requirements;
  8. imposing or modifying any limits (including trading, price or position limits); 
  9. fixing the Liquidation Price at which Positions are to be Liquidated; and/or
  10. any other action as required under Applicable Laws and Regulations or requested or required by any regulatory, governmental, judicial, arbitral, quasi-governmental or other authorities or agencies.
The Company has no obligation to give prior Notice to Exchange Users before declaring an Emergency, although it will use reasonable endeavours to give reasonable Notice where possible. 
The Exchange Users also hereby agree among themselves, and with the Company, that their respective rights, obligations and liabilities may be modified or cancelled in accordance with this Clause 22.
Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any steps which the Company takes in respect of an Emergency, or any Notice given to Exchange Users (or lack thereof) in connection with an Emergency.

Record Keeping, Confidentiality and Regulatory Reporting

Exchange Users are responsible for keeping all appropriate and necessary records of Orders submitted and Trades executed through the Trading Platform.
By accessing or participating in the Trading Platform, each Exchange User acknowledges and agrees that the Company and the Trading Platform shall maintain and retain records of Exchange Users, including, all information, activities, and communications relating to an Exchange User's Account, and the Exchange User's use of the Trading Platform, in accordance with its policies and procedures.
Each Exchange User agrees to the collection, use, and disclosure of their personal information in accordance with the Company's Privacy Policy, which is incorporated by reference into this User Agreement.
Each Exchange User also agrees and understands that for the Company and an Exchange User's mutual protection, the Company may electronically record any telephone conversation the Company has with an Exchange User.
Each Exchange User undertakes not to disclose to any person any Confidential Information that they may acquire in the course of their use of the Account or the Trading Platform, nor will they cause others to access or rely upon such Confidential Information (other than the Exchange User's tax advisor or attorney, or as otherwise prescribed by law) without the prior written consent of the Company.
Without prejudice to any other provision in this User Agreement, the Company will keep confidential any Confidential Information in respect of the Trading Platform the Company receives from the Exchange User. However, the Company shall be permitted to disclose Confidential Information in respect of the Trading Platform:
  1. in accordance with this User Agreement;
  2. to its affiliates as well as with their respective employees, consultants, officers, directors (including in connection with any outsourcing, restructuring or reorganisation); and
  3. to its professional advisers or any other third party under a duty of confidentiality.
Upon any unauthorised disclosure of our Confidential Information in respect of the Trading Platform, the Company shall have a right to take such lawful actions as are reasonably available to recover such Confidential Information and to prevent any further publication or dissemination.
The Company may in its sole and absolute discretion or in compliance with any Applicable Laws and Regulations report details of Trades executed or any other information in connection with the Trading Platform to any regulatory, governmental, judicial, arbitral, quasi-governmental or other authorities or agencies.
Each Exchange User acknowledges and agrees, without prejudice to any other provision in this User Agreement, that the Company is permitted, without Notice to the Exchange User, to disclose any information obtained under or in connection with its Account or the Trading Platform in order to comply with any Applicable Laws and Regulations or upon request by any regulatory, governmental, judicial, arbitral, quasi-governmental or other authorities or agencies. The Company shall also be entitled to disclose all information connected to the Trading Platform (including, but not limited to, any Exchange User's identity, transaction history, order and trade information, digital asset addresses (e.g. withdrawal, deposit and other addresses) and personal details) when cooperating with law enforcement enquiries (whether or not such enquiries are mandatory under any Applicable Laws and Regulations) or where permitted under or otherwise in compliance with Applicable Law and Regulation.

Obligation to Notify the Company

Without prejudice to any other obligations in this User Agreement, each Exchange User undertakes to notify the Company in writing immediately upon becoming aware of:
  1. any change to the information provided to the Company under this User Agreement;
  2. any Exchange Breach, Market Misconduct, Market Disruption Event, or any breach of this User Agreement, and/or any of the representations or warranties given under this User Agreement is not, or is no longer, true and accurate;
  3. any part of the Trading Platform malfunctioning or a trading error occurring or if the Exchange User otherwise experiences any material malfunction or other connectivity problem that adversely affects the Exchange User's access to or use of the Trading Platform;
  4. any breach of Applicable Laws and Regulations which would prohibit or restrict the Exchange User from accessing or using the Trading Platform or otherwise;
  5. any bankruptcy, insolvency, liquidation, winding-up or other similar or analogous proceedings or events occurring in respect of the Exchange User;
  6. any enforcement action that has been imposed by any regulatory, governmental, judicial, arbitral, quasi-governmental or other authorities or agencies on the Exchange User which restricts the Exchange User from accessing or using the Trading Platform;
  7. any loss, theft or compromise of the Exchange User's Account details and/or passwords;
  8. any unauthorised use of the Exchange User's Account or any other breach or compromise of security;
  9. any circumstances which may impact the integrity of the Trading Platform or the enforceability of the Exchange User's Orders or Trades; or
  10. any other significant events or matters which the Company might reasonably expect to have brought to its attention.
An Exchange User must make the above mentioned notification to the Company in writing to the Help Centre.

Compliance, Severability

All Contracts, Orders, Trades and Positions are subject to Applicable Laws and Regulations (including for the avoidance of doubt, all anti-money laundering and sanctions requirements and the Singapore Sanctions Laws). If any provision of this User Agreement, a Contract, Order, Trade and/or Position is held to be invalid or unenforceable under any Applicable Laws and Regulations, this shall not render any other provision to be invalid or unenforceable under that Applicable Law and Regulation nor shall it render that provision or any other provision invalid or unenforceable under any other Applicable Laws and Regulations.
Each Exchange User agrees and understands that the information and services provided by the Trading Platform are not provided to, and may not be used by, any individual, institution or entity in any jurisdiction where the provision or use thereof would be contrary to any Applicable Laws and Regulations, the rules or regulations of any governmental authority or regulatory organisation, or where the Trading Platform is not authorised to provide such information or services. The Trading Platform may not be available in all jurisdictions.
Without prejudice to any other provision in this User Agreement, the Company shall have the right to take (or refuse to take) any action it deems to be appropriate or necessary to comply with any Applicable Laws and Regulations or in accordance with its policies and procedures. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any action (or lack thereof) taken by the Company to comply with any Applicable Laws and Regulations or its policies and procedures.
Each Exchange User undertakes to cooperate with the Company and promptly provide such information and documents and/or materials as may be requested by the Company, including any information, documents and/or materials necessary to comply with any Applicable Laws and Regulations or any information request, investigation or other action by any regulatory, governmental, judicial, arbitral, quasi-governmental or other authorities or agencies. Examples of Applicable Laws and Regulations that the Company is subject to which may give rise to such obligations on an Exchange User's part include but is not limited to:
  1. anti-money laundering / countering the financing of terrorism and sanctions laws and regulations (including but not limited to the Singapore Sanctions Laws);
  2. any and all regulatory obligations imposed on the Company by any regulatory, governmental, judicial, arbitral, quasi-governmental or other authorities or agencies, including but not limited to any and all obligations pertaining to the submission of regulatory returns, periodic reports or record keeping requirements; and
  3. any request for information, documents and/or materials from any regulatory, governmental, judicial, arbitral, quasi-governmental or other authorities or agencies.

Conflicts of Interests

The Company adopts policies and procedures to manage potential and actual conflicts of interests which may arise in respect of the Trading Platform. These policies and procedures are subject to regular review. Where appropriate, the Company may establish information barriers, separate roles and functions and take any other steps it deems appropriate to manage such conflicts of interests. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any step taken by the Company to manage any such potential or actual conflicts of interest.

Amendments

The Company may, in its sole and absolute discretion, and at any time and from time to time, amend, supplement and/or replace any or all of the terms and conditions in this User Agreement and any Contract Specifications.
If an Exchange User does not agree to the amended User Agreement or Contract Specifications to which it is a party, the Exchange User should cease to use the Account and the Trading Platform immediately. Otherwise, the Exchange User agrees to continue to be bound by any and all amendments to the User Agreement and the relevant Contract Specifications to which it is party. An Exchange User's continued access or use of the Account and the Trading Platform constitutes the Exchange User's deemed acceptance to, and agreement to be bound by the amended User Agreement and amended Contract Specifications to which they are party. Each Exchange User agrees and acknowledges that it is the Exchange User's responsibility to check for changes to this User Agreement and the Contract Specifications to which they are party periodically.

Clicking "I Agree" 

Without prejudice to the generality of Clause 1.2 of this User Agreement, an Exchange User agrees and understands to be legally bound by the terms and conditions set forth in this User Agreement and that this User Agreement governs the use of the Trading Platform and the services the Company provides. By clicking "I AGREE," an Exchange User agrees and understands to be legally bound by the terms and conditions of this User Agreement, and understands and accepts the risks described in the Risk Disclosure Statement in their entirety. If an Exchange User does not agree to be legally bound by the terms and conditions of this User Agreement, the Exchange User should not click "I AGREE". The Exchange User also should not visit, access, or use this Trading Platform in any capacity or manner. Whether or not the Exchange User clicks "I AGREE," if an Exchange User signs up for an Account and uses this Trading Platform, such Exchange User agrees, by virtue of any such action, to be legally bound by the terms and conditions of this User Agreement, including any changes or amendments in their entirety.

Disclaimer of Warranties

For the avoidance of doubt, neither the Company nor any Gemini Service Provider are giving investment advice, tax advice, legal advice, or other professional advice by allowing an Exchange User to use the Trading Platform. In addition, neither the Company nor any Gemini Service Provider recommends, or endorses that an Exchange User trades in any Contract or Perpetual Contract.  You should always consult your legal, financial, accounting tax and other professionals or advisers regarding your specific situation, before you access the Trading Platform, submit any Order or enter into any Trade or Contract.
THE SERVICES THAT THE COMPANY AND GEMINI SERVICE PROVIDERS PROVIDE ARE PROVIDED TO THE EXCHANGE USER ON A STRICTLY "AS IS," "WHERE IS," AND "WHERE AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS, AND THE EXCHANGE USER WAIVES, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, ORAL OR IN WRITING. IN PARTICULAR, NO INDEMNIFIED PERSON REPRESENTS OR WARRANTS TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE TRADING PLATFORM OR THE INFORMATION CONTAINED THEREIN OR SERVICES CONTAINED THEREON. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, THE TRADING PLATFORM, OR USE OF THE SERVICES WILL BE COMPLETE, RELIABLE, CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS. AN EXCHANGE USER ACKNOWLEDGES AND AGREES THAT THEY HAVE NOT RELIED UPON ANY STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO THEIR USE AND/OR ACCESS OF THE TRADING PLATFORM.

Disclaimer of Liability

EXCEPT TO THE EXTENT REQUIRED BY LAW, UNDER NO CIRCUMSTANCES SHALL ANY  INDEMNIFIED PERSON BE LIABLE TO AN EXCHANGE USER, WHETHER IN CONTRACT OR TORT, FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES OR LIABILITIES, INCLUDING LOST TRADING OR OTHER PROFITS, DIMINUTION IN ASSET VALUE, LOST BUSINESS OPPORTUNITIES (EVEN IF THE RELEVANT INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY THEREOF), OR DAMAGES FOR ANY ACT, OMISSION, ERROR OF JUDGEMENT COMMITTED BY AN EXCHANGE USER OR LOSS SUFFERED BY AN EXCHANGE USER IN CONNECTION WITH THIS USER AGREEMENT OR AN EXCHANGE USER'S USE OR ATTEMPTED USE OF THIS TRADING PLATFORM, LOSS OF DATA, INFORMATION, WHETHER IN CONNECTION WITH THIS USER AGREEMENT, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS USER AGREEMENT. THE COMPANY'S TOTAL LIABILITY FOR BREACH OF THIS USER AGREEMENT SHALL BE LIMITED BY THE VALUE OF AN EXCHANGE USER'S ACTUAL LOSS OF DIGITAL ASSETS IN THEIR ACCOUNT BALANCE WHICH IS CAUSED DIRECTLY AND IS REASONABLY FORESEEABLE BY THE COMPANY'S BREACH OF THIS USER AGREEMENT. AN EXCHANGE USER ACKNOWLEDGES AND ACCEPTS THAT DAMAGES ARE AN ADEQUATE REMEDY AND THAT THE EXCHANGE USER SHALL NOT BE ENTITLED TO ANY OTHER CLAIMS OR REMEDIES AT LAW OR IN EQUITY, INCLUDING BUT NOT LIMITED TO, ANY CLAIM IN REM, INJUNCTION AND/OR SPECIFIC PERFORMANCE.
EACH EXCHANGE USER AGREES AND UNDERSTANDS THAT UNDER NO CIRCUMSTANCES SHALL ANY INDEMNIFIED PERSON BE LIABLE TO ANY EXCHANGE USER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSSES BY REASON OF, OR ARISING FROM, OR AS A CONSEQUENCE OF, ANY DELAYS OR INTERRUPTIONS IN SERVICE CAUSED BY AUTOMATED OR OTHER COMPLIANCE CHECKS OR FOR OTHER REASONABLE DELAYS OR INTERRUPTIONS IN SERVICE (ANY DELAY OR INTERRUPTION SHORTER THAN ONE WEEK SHALL BE CONSIDERED A REASONABLE DELAY OR INTERRUPTION IN SERVICE), OR DELAYS OR INTERRUPTIONS IN SERVICE BEYOND THE CONTROL OF THE RELEVANT INDEMNIFIED PERSON.
THIS DISCLAIMER OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE, SCAMWARE, TROJAN HORSES, WORMS, OR OTHER MALWARE THAT MAY AFFECT AN EXCHANGE USER'S COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, DOMAIN TYPOSQUATTING, OR OTHER ATTACKS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECTIVITY PROBLEMS (E.G., AN EXCHANGE USER CANNOT ACCESS THEIR INTERNET SERVICE PROVIDER), UNAUTHORISED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOUR PROBLEMS, OR ANY FORCE MAJEURE. NO INDEMNIFIED PERSON GUARANTEES CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE TRADING PLATFORM.
IF THIS DISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OF THIS USER AGREEMENT, THIS DISCLAIMER OF LIABILITY SECTION SUPERSEDES THE OTHER SECTION TO THE EXTENT OF SUCH CONFLICT.
Each Exchange User agrees to indemnify and hold any and all Indemnified Persons harmless from or against any or all liabilities, obligations, Losses, damages, penalties (including fines or penalties imposed by any regulatory, governmental, judicial, arbitral, quasi-governmental or other authorities or agencies), costs, charges, fees, disbursements, expenses (including reasonable attorneys' fees and legal costs), legal actions, disputes, regulatory inquiry, investigations, proceedings, judgments, suits, claims, or actions of any kind and injury (including death) (whether such situations occur or are anticipated) arising out of or relating to such Exchange User's (i) use of the Trading Platform; (ii) Market Misconduct, Exchange Breach and/or breach of any representation, warranty, agreement or undertaking by the Exchange User under this User Agreement; (iii) violation or breach of any Applicable Laws and Regulations; (iv) act, omission, negligence, breach, offence or default; and/or (v) failure to pay any sum or perform any obligation expressed to be payable or liable to be performed under this User Agreement by the Exchange User by the time and in the manner specified in this User Agreement.
The Company will be entitled, without Notice, to charge or withhold such sums or amounts in an Exchange User’s Account as the Company determines, in its sole and absolute discretion, necessary and/or appropriate in enforcing any indemnity by the Exchange User given to any Indemnified Persons under this User Agreement, including any and all legal and enforcement related costs that the relevant Indemnified Person Incurs. The Company may place any sums or amounts garnered from the Exchange User in a separate account, and will return to the Exchange User any remaining balance after the Exchange User has fully discharged all of their obligations and liabilities to the Indemnified Persons under this User Agreement. Furthermore, an Exchange User agrees that where any legal or regulatory issue relates to a specific Digital Asset in their Account, the Company will be entitled to Liquidate the Exchange User's open Positions on the Trading Platform. The Digital Assets in the Exchange User's Account may not be transferred out of said Account until the legal or regulatory issue is resolved.

Reasonable Care

Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of:
  1. any failure or delay to act by the Company, any Gemini Service Provider, or any other third-party service provider that is within the time limits permitted by this User Agreement or prescribed by law, or that is caused by an Exchange User's negligence;
  2. any erroneous Order or Trade, System Failure, or Downtime, which prevents the Company from fulfilling its obligations under this User Agreement, provided that the relevant Indemnified Person has used commercially reasonable efforts to prevent or limit such erroneous Orders, erroneous Trades, or System Failures; and/or
  3. any other circumstances beyond the relevant Indemnified Person's reasonable control.
The Company uses commercially reasonable efforts to provide an Exchange User with a reliable and secure Trading Platform. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside of the Company's control. These factors can contribute to delays, errors in service, or system outages. An Exchange User may experience difficulties in accessing their Account, Withdrawing their Digital Assets, Depositing their Digital Assets, placing and/or cancelling Orders, and/or entering into Trades.  Under no circumstances shall any of the Indemnified Persons be responsible or liable to any Exchange User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of any such delays, errors in service, system outages and/or difficulties in accessing Account, Withdrawing or Depositing Digital Assets, placing or cancelling Orders, and/or entering into Trades.

Force Majeure

Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition, whether or not foreseeable, beyond the relevant Indemnified Person's reasonable control, including, but not limited to, any act of God, nuclear or natural disaster, pandemic, epidemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labour dispute, accident, state of emergency or interruption, loss, or malfunction of equipment or utility, communications, computer (hardware or software), internet or network provider services.

Entire Agreement

Subject to Clause 35 below, this User Agreement, and the User Agreement between the Exchange User and GTC and its incorporated agreements thereto, comprises the entire understanding and agreement entered into by and between any person visiting, accessing or using, or attempting to visit, access or use, the Trading Platform, Exchange Users, and the Company, as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this User Agreement) between and among any person visiting, accessing or using, or attempting to visit, access or use, the Trading Platform, Exchange Users, and the Company.

Separately Negotiated Arrangements

From time to time, the Company may, subject to Applicable Laws and Regulations and as determined by the Company in its sole and absolute discretion, enter into separately negotiated arrangements with certain Exchange User pursuant to a confidential side letter or similar agreement that supplements certain of the economic or other terms of this User Agreement, in each case solely as applicable to that Exchange User's relationship with and use of the Trading Platform. Such arrangements may involve, among other matters: (i) different incentives, including, but not limited to, different economic, funding, and/or fee terms, or other payments; (ii) the ability to receive additional or customised market information not generally available to other Exchange Users (subject to the terms of the Company's API Agreement); (iii) preferred access to the Company's customer service resources; or (iv) an agreement to permit representatives of such Exchange Users to serve on any customer representative bodies or advisory committees that the Company may form.
Any such separately negotiated arrangements will be entered into based on factors or considerations determined by the Company to be relevant in its sole and absolute discretion, and arrangements or terms offered to one Exchange User generally are not available to all, or even any, other Exchange Users. Examples of factors the Company may consider in deciding whether to negotiate customised terms via a confidential side letter or similar agreement include, but are not limited to: (i) whether an Exchange User plans to or is expected to conduct a significant or high volume of trading activity on the Trading Platform, or (ii) whether an Exchange User is subject to specific and unique legal, tax, or regulatory obligations or requirements. Each Exchange User agrees and understands that neither the Exchange User nor any other Exchange User shall have any right or legal recourse against the Company or any Exchange User that receives additional or different rights or terms as a result of a separately negotiated arrangement. Each Exchange User further agrees and understands that the validity of or enforceability of the terms and conditions of this User Agreement entered into by and between an Exchange User and the Company shall not be affected by the existence of or the terms and conditions of any separately negotiated arrangement with any Exchange User.

Transfer

An Exchange User may not transfer this User Agreement, or their rights and obligations hereunder. Any attempted transfer or assignment by an Exchange User in violation hereof shall be null and void.
However, each Exchange User hereby acknowledges and agrees that the Company shall have sole and absolute discretion to novate, transfer or assign this User Agreement or any of the Company's rights, interests, liabilities and/or obligations hereunder at any time to anyone else, including, without limitation, in connection with any merger, acquisition or other corporate reorganisation involving the Company. This User Agreement shall be binding and inure to the benefit of the parties hereto, the Company's successors, and permitted assigns. 

Relationship of the Parties

Each Exchange User agrees and understands that nothing in this User Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. The Company is not your broker, intermediary, agent, trustee or advisor and has no fiduciary relationship or obligation to you in connection with the Trading Platform and this User Agreement.
Unless expressly provided to the contrary in this User Agreement, a person who is not a party to this User Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 (as may be amended, supplemented or replaced from time to time) to enforce or enjoy the benefit of any term in this User Agreement. Unless expressly provided to the contrary in this User Agreement, nothing expressed in, mentioned in, or implied from this User Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this User Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this User Agreement and all representations, warranties, undertakings, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of any person visiting, accessing or using or attempting to visit, access or use, the Trading Platform, Exchange Users and the Company.

Injunctive Relief and Specific Performance

Each Exchange User agrees and understands that the obligations of each Exchange User set forth in this User Agreement are necessary and reasonable in order to protect the Company, the Indemnified Persons and their businesses. Each Exchange User expressly agrees that due to the unique nature of the Company's and the Indemnified Persons’ businesses, monetary damages would be inadequate to compensate the Company or the Indemnified Persons for any breach by such Exchange User of its representations, warranties, undertakings, covenants and/or agreements set forth in this User Agreement. Accordingly, each Exchange User agrees and understands that any such breach or threatened breach of the User Agreement shall cause irreparable injury to the Company and the Indemnified Persons and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company and/or the Indemnified Persons shall be entitled to obtain injunctive relief, and/or specific performance against any breach or threatened breach of this  User Agreement or an Exchange User's continuation of any such breach, without the necessity of proving actual damages.

Change of Control

In the event that the Company and/or any of its affiliates is acquired by or merged with a third-party entity, the Company reserves the right, in any of these circumstances, to transfer or assign the information the Company has collected from any and all Exchange Users as part of such merger, acquisition, sale, or other change of control.

Survival

An Exchange User agrees and understands that all provisions of this User Agreement, which by their nature extend beyond the termination or expiration of this User Agreement, including, but not limited to, clauses pertaining to suspension, investigations, remedies for breach, termination, general use of the Trading Platform, disputes with the Company, and general provisions, will continue to be binding and operate after the termination or expiration of this User Agreement.

English Language Controls

Without prejudice to any other provision of this User Agreement, any translation of this User Agreement is provided for an Exchange User's convenience. The meanings of the terms, conditions, representations, warranties and other provisions herein are subject to their definitions and interpretations in the English language.

Non-Waiver of Rights

This User Agreement shall not be construed to waive rights that cannot be waived under any Applicable Laws and Regulations. In addition, the Company's failure to insist upon an Exchange User's strict compliance with any term or provision of this User Agreement shall not be construed as a waiver for such Exchange User to not comply with such term or provision.

Governing Law

This User Agreement, including Cause 44 (Dispute Resolution), shall be governed by the laws of Singapore. 

Dispute Resolution

An Exchange User agrees and understands that any controversy, claim or dispute arising out of or relating to this User Agreement or any Trade or the breach thereof, including any question regarding its existence, validity, or termination or the arbitrability of any claim, shall be settled solely and exclusively by binding arbitration in Singapore, administered by the Singapore International Arbitration Centre ("SIAC") and conducted in English. The seat of arbitration shall be Singapore. Such arbitration shall be conducted in accordance with the then prevailing SIAC rules (the "SIAC Rules") prevailing at the time of commencement of the arbitration, with the following exceptions to such SIAC Rules if in conflict: 
  1. the arbitration shall be conducted by one neutral arbitrator, either selected jointly by the parties within 21 days of the commencement of the arbitration; or, failing which, appointed by SIAC; 
  2. each party to the arbitration will pay an equal share of the expenses, deposits and fees of SIAC and the arbitrator, together with other expenses of the arbitration incurred or approved by SIAC and/or the arbitrator, regardless of the outcome of the proceedings; 
  3. there shall be no consolidation of proceedings (whether or not related to or arising out of the same or compatible arbitration agreement) without the express written agreement of the Company; 
  4. there shall be no joinder of parties or non-parties (whether or not the additional parties are also parties to the same arbitration agreement) without the express written agreement of the Company; and 
  5. the arbitration may proceed in the absence of any party if written notice (pursuant to the SIAC Rules) of the proceedings has been given to the non-responding party. 
Each party shall bear its own attorney's fees and expenses regardless of the outcome of the proceedings. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity.

International Sanctions

The use of the Trading Platform may be subject to international economic sanctions requirements or restrictions. By utilising the Trading Platform, an Exchange User agrees that it will fully comply with any and all such requirements or restrictions. An Exchange User is not permitted to transact in Digital Assets or use the Trading Platform if (a) the Company is prohibited from providing services to the Exchange User under any Applicable Laws and Regulations, including but not limited to the Singapore Sanctions Laws; or (b) the Exchange User intends to transact or deal with any person in breach of any Applicable Laws and Regulations or Singapore Sanctions Laws. 

Unsolicited or Private Communications 

The Company cannot agree to obligations of confidentiality or non-disclosure with regard to any unsolicited information submitted to the Company, regardless of the method or medium chosen. By submitting unsolicited information, documents or materials to the Company or any Gemini Service Provider, the sender or anyone acting on the sender's behalf, agree that any such information, documents or materials will not be considered confidential or proprietary.
The Company does not provide any facility for sending or receiving private or confidential electronic communications. Exchange Users should not use the Trading Platform to transmit any communication for which the Exchange User intends only for the Exchange User and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered using the Trading Platform can and may be read by the Company, regardless of whether the Company is the intended recipient of such messages. Nevertheless, access to messages and other content will be accessible only by employees and Gemini Service Providers that reasonably need such access.

Miscellaneous

Code of Conduct
The Company works hard to make the Trading Platform safe, secure, and compliant. To that end, the Company expects that each Exchange User treats the Company's employees, including its Customer Support Team, as an Exchange User would like to be treated themselves: with respect. Any use of inappropriate or abusive language towards any of the Company's employees is strictly prohibited. Examples include, but are not limited to, verbal threats, harassment, aggressive comments, or behaviour that is disrespectful. This type of behaviour is a direct violation of the Company's code of conduct and this User Agreement. If an Exchanges User engages in this type of behaviour, the Company will politely ask the Exchange User to stop. If the Exchange User continues to engage in this type of behaviour, the Company will terminate the Exchange User's Account.
Proprietary Rights and Limitations on Use
The Trading Platform is the Company's proprietary platform. The Trading Platform is protected by copyright and other intellectual property laws. Except as set forth in the Company's API agreement ("API Agreement"), you agree and understand not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store the Trading Platform's source code or similar proprietary or confidential data or other similar information provided via the Trading Platform, without the Company's express prior written consent. You may not use the Trading Platform for any unlawful purpose.
The Company hereby grants you a non-assignable and non-exclusive personal, worldwide, royalty-free licence to use the Trading Platform and to access Gemini market data and other informational content through the Trading Platform in accordance with the Company's API Agreement, Market Data Agreement, and this User Agreement. All other uses are prohibited. All rights in and to the Company, and not granted herein, are reserved. 
The Company's logo (whether registered or unregistered) (the "Company's Marks") are proprietary marks licensed to the Company and protected by applicable trademark laws. Nothing contained in this User Agreement should be construed as granting any licence or right to use any of the Company Marks displayed here without our express written consent. Any unauthorised use of the Company Marks is strictly prohibited.
You may not use any of the Company's Marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any investment products (e.g., Digital Assets, securities, commodities, investment or trading products, derivatives, structured products, investment funds, investment portfolios, commodity pools, swaps, securitizations or synthetic products, etc.), including where the price, return, and/or performance of the investment product is based on, derived from, or related to the Trading Platform or any portion thereof, without a separate written agreement with the Company. The Company may use technology that is the subject of one or more pending patent applications.
Downtime and Maintenance
Each Exchange User agrees and understands that part of or all of the Trading Platform may be periodically unavailable during scheduled maintenance or unscheduled downtime (collectively, "Downtime").
Each Exchange User agrees and understands that the Company is not liable or responsible to an Exchange User for any inconvenience or damage to an Exchange User as a result of Downtime. Following Downtime, when services resume, an Exchange User understands that market conditions and prices may differ significantly from the market conditions and prices prior to such Downtime.
Third-Party Websites
The Trading Platform may link to other websites operated by or with content provided by third parties, and such other websites may link to the Trading Platform's website. You agree and understand that the Trading Platform has no control over any such other websites or their content and will have no liability arising out of or related to such websites or their content. The existence of any such links does not constitute an endorsement of such websites, their content, or their operators. The Trading Platform is providing these links to you only as a convenience.
Third-Party Service Providers
You agree and understand that the Trading Platform may use third parties to gather, review, and transmit your data and activity from one or more third-party providers to the Trading Platform. By accessing or using the Trading Platform, you agree to grant third-party providers that the Trading Platform may engage, the right, power, and authority to access and transmit your data, activity, and personal and financial information from one or more third-party providers to the Trading Platform in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.
You agree and understand that the Company may use third parties to gather, review, and submit or facilitate the submission of your data and activity from the Company to any governmental, regulatory or other authorities on the Company's behalf. By accessing or using the Trading Platform, you agree to grant third-party providers that the Company may engage, the right, power, and authority to access and submit your data, activity, and personal and financial information to the relevant governmental, regulatory or other authorities on the Company's behalf and in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.
Third-Party Information Accuracy and Usage
An information provider is any company or person who directly or indirectly provides the Company with information ("Information Provider"). Such information could include, but is not limited to, overall market data, quotations from other exchanges, markets, dealers, and/or miners of Digital Assets. The third-party information the Company may provide through the Trading Platform has been obtained from Information Providers and sources the Company believes are reliable; however, the Company cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the relevant Information Provider. You may use this information only for your own benefit. You may not reproduce, sell, distribute, circulate, create derivative works from, store, commercially exploit in any way, or provide it to any other person or entity without the Company's written consent or the consent of the Information Provider, if required.
Restricted Access to the Trading Platform
You agree and understand that you are not allowed to enter any restricted area of any computer or network of the Trading Platform, the Company, or any Gemini Service Provider under any circumstances, or perform any functions that are not authorised by this User Agreement. You should never access the Trading Platform from an unsecured or public computer and/or network.

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