Welcome to Gemini!
Welcome! Thanks for visiting Gemini.
This user agreement (this “User Agreement”) is entered into between you and Gemini Intergalactic EU, Ltd. (“Gemini EU”), a private limited liability company incorporated and registered pursuant to the laws of Malta, with company registration number C110029 and main business address at Q2, Office C, Tigne' Point, Sliema, Malta, which is duly authorised by the Malta Financial Services Authority (the “MFSA”).
You agree and understand that by signing up to Gemini and opening an account, you are agreeing to enter into this User Agreement by and between you and Gemini EU, and to be legally bound by its terms and conditions, so please read them carefully. If any term or condition of this User Agreement is unacceptable to you, please do not visit, access, or use Gemini. Use of the words “we,” “us,” or “our” in this User Agreement refers to Gemini EU and any or all of its affiliates.
Using Our Services
By signing up to Gemini and opening an account, you represent and affirm that you are at least 18 years old, have the legal capacity to enter into this User Agreement by and between you and Gemini EU, and agree to be legally bound by the terms and conditions of this User Agreement in their entirety.
You agree and understand that by logging into your account or authenticating to our 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 User Agreement by and between you and Gemini EU, and you agree to be legally bound by its terms and conditions as amended. Among other things, this means that, if you log into your account or API Authenticate following an amendment to this User Agreement, transactions that you or others have already undertaken, and benefits, such as trading fee discounts and rebates that you or others have earned, could be affected by the amended terms and conditions of this User Agreement. See, for example, the ‘Account Termination’ and ‘Account Remedies for Breach’ sections. You should, therefore, read this User Agreement from time to time. You agree and understand that we have the right to require your affirmative assent and continuing acceptance of this User Agreement, from time to time, as a condition of you accessing or using any Gemini Services (as defined below), logging into your account, or API Authenticating, as applicable. If you do not agree to be bound by this User Agreement, you should not access or use any Gemini Services, login to your account, or API Authenticate. Should you disagree with this User Agreement (including any changes or amendments), please close your account in accordance with the Account Closure section.
In order to use Gemini and the Gemini Services, you must first successfully provide the required identification information pursuant to our Anti-Money Laundering and Combating the Financing of Terrorism (“AML/CTF”) Compliance Program (collectively, our “AML/CTF Program”).
Feel free to print and keep a copy of this User Agreement, but please understand that we reserve the right to change any of these terms and conditions at any time. But don’t worry, you can always find the latest version of this User Agreement on the Gemini website.
Applicable Laws and Regulations
Your conduct on Gemini is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority (the “Applicable Laws and Regulations”) including, but not limited to:
Regulation (EU) 2023/1114 on Markets in Crypto-Assets (“MiCA”);
the various regulatory technical standards, implementing technical standards, guidelines, recommendations and opinions issued pursuant to MiCA;
the Markets in Crypto-Assets Act (Chapter 647, Laws of Malta) and any subsidiary legislation issued thereunder;
the applicable rules for crypto-asset service providers issued by the MFSA;
the Prevention of Money Laundering Act (Chapter 373, Laws of Malta) and any subsidiary legislation issued thereunder; and
the applicable Implementing Procedures issued by the Financial Intelligence Analysis Unit in Malta.
You unequivocally agree and understand that by signing up to Gemini and opening an account and using Gemini in any capacity, you agree and understand to act in compliance with and be legally bound by this User Agreement as well as the Applicable Laws and Regulations. For the avoidance of doubt, the receipt of all trading fee discounts and rebates and continued use of your account is conditioned on continued adherence at all times to this User Agreement and all Applicable Laws and Regulations.
Digital Assets
As used herein, “Digital Asset” means a digital asset (also called a "crypto-asset”, "cryptocurrency," "virtual currency," "digital currency," or "virtual commodity"), such as bitcoin or ether, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network, as offered by Gemini EU, in accordance with the Applicable Laws and Regulations.
Your Gemini Account
Account Opening
Only individuals or institutions that have opened an account (“Gemini Account”) and successfully completed the Know Your Customer (“KYC”) elements of our AML/CTF Program are considered Gemini customers (each, a “Gemini Customer”). If you would like to provide access to your Gemini Account to another individual or institution, this individual or institution must register a user account (“User Account”) to your Gemini Account and successfully complete our KYC requirements. You agree that you will not allow any persons who have not successfully completed our KYC requirements to access or use your Gemini Account. Subject to our AML/CTF Program, (i) your spouse or domestic partner may create a User Account that will link to the same Gemini Account and (ii) a Gemini Account may be opened on behalf of an institution by a beneficial owner and/or designated representative of the said institution. By doing so, you warrant and agree that you are a beneficial owner and/or designated representative of the said institution. You hereby authorize us, or a third-party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the information you submit about your linked bank account, and to take any action we deem necessary based on the results. To the extent that you would like more information on completing our KYC requirements, or adding another person to your account, please email compliance@gemini.com. Account Types
In order to access Gemini, you must register and open a Gemini Account. Each Gemini Account has the following subaccounts:
One or more associated User Accounts;
A fiat currency account (the “Fiat Account”), which reflects your fiat currency balance. Your Fiat Account will be subject to the Fiat Terms [add terms];
A Digital Asset account (the “Digital Asset Account”), which custodies your Digital Assets in one or more Digital Asset omnibus wallets, and by which you can access your Digital Asset balance; and
A Custody™ account (the “Custody Account), which is an optional account that custodies your Digital Assets in one or more segregated wallets, and by which you can access your segregated Digital Assets balance. This is subject to eligibility.
Access to your Gemini Account is limited solely to the individuals who have successfully registered and opened an associated User Account. You agree that you will not grant any person access to your User Account, except as described herein, as granting access may violate Applicable Laws and Regulations.
Account Access
You are only permitted to access your Gemini Account using your User Account login credentials and other required forms of authentication. We require multi-factor authentication to keep your User Account safe and secure. As a result, you are required to use at least two forms of authentication when accessing your User Account and performing certain operations in your Gemini Account. Forms of multi-factor authentication in addition to your login credentials may include verification tokens delivered through short message service (“SMS”) or a specified and supported two-factor authentication (“2FA”) application. If you choose 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, you do so at your own risk. This includes, but is not limited to, a “rooted” (Android) or “jailbroken” (iOS) device. We reserve the right in our 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. You agree that we may provide your 2FA data to a third-party service provider in order to help us authenticate you.
You agree that your User Account login credentials and any other required forms of authentication, where applicable, have been chosen by you, when applicable. You also agree to keep your User Account login credentials and any other required forms of authentication, including your API keys, confidential and separate from each other, as well as separate from any other information or documents relating to your Gemini Account and your User Account.
You agree and understand that your disclosure of login information to third parties may negate our user authentication measures and allow unauthorized access to your account. You agree that we cannot be held liable for unauthorized access or other loss resulting from your disclosure or other transmission, whether intentional or inadvertent, of your login information to third parties.
You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials and any other required forms of authentication, including your API keys. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account and/or your Gemini Account.
You agree and understand that you are responsible for monitoring your User Account and Gemini Account. If you notice any unauthorized or suspicious activity in your account, including any potential ransomware payments or transactions that may involve Sanctioned Persons, please email support@gemini.com or fraud@gemini.com and notify us immediately. Account Communication
You agree and understand that all communication with you will be via email. We will use the email address on record for your User Account as our primary means of communicating with you. You acknowledge and understand that this is the only authorized way to contact us. Third parties may advertise or publish alternative ways to contact us or use other measures to pose as Gemini. We cannot verify the authenticity of any such alternative contacts, and they pose a risk of fraud and other malfeasance, so we strongly recommend you do not attempt to contact us using these methods. You agree that we cannot be held liable for unauthorized access to your account or other loss resulting from such fraud or other malfeasance by third parties. To ensure that you receive all of our communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record is considered valid. If any email communication is returned as undeliverable, we retain the right to block your access to Gemini until you provide and confirm a new and valid email address.
Account History
Your transaction history (“Transaction History”) is always available on Gemini. Your Transaction History contains all of your trading activity, including pending transactions, loads and withdrawals, as well as your Fiat Account, Digital Asset Account, and Custody Account balances; however, please note that nothing in your Transaction History should be treated as a valuation.
We use commercially reasonable efforts to assure that the information contained in the notices we send you and your Transaction History is accurate and reliable; however, please understand that errors may sometimes occur, and such errors do not impact the actual means and results of a given transaction.
Any transaction listed in your Transaction History or other communication including, but not limited to, receipts sent to your email on record shall be deemed and treated as authorized and correct, approved, and confirmed by you unless we receive Written Notice (as defined herein) to the contrary within three calendar days from the date the communication was sent.
Account Review and Acknowledgment
It is important for you to understand that it is your sole responsibility to review your Transaction History and any notices. You also understand that for the purposes of review and acknowledgment, you agree to be deemed to have reviewed your Transaction History and all notices on at least a monthly basis. If for any reason you are unable to do so, or you do not receive our communications, it is your responsibility to email support@gemini.com and notify us immediately. You understand that every communication sent to your email on record will be deemed to have been acknowledged as correct, approved, and confirmed by you unless we have received Written Notice to the contrary within three calendar days from the date the communication was sent.
We retain the right to make changes or adjustments to your Fiat Account, Digital Asset Account, and/or Custody Account as necessary and appropriate, and in our sole discretion, to comply with any Applicable Laws and Regulations or to ensure market integrity. Please see the ‘Clearly Erroneous Transaction Policy’ section for more information.
Account Closure
You may close any of your accounts at any time. You agree and understand that closing an account will not affect any rights and obligations incurred prior to the date of account closure. You may be required to either cancel or complete all open orders and, in accordance with the provisions of this User Agreement, provide transfer instructions of where to transfer any fiat currency and/or Digital Assets remaining in your account. You are responsible for any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of fiat currency or Digital Assets) associated with the closing of your account. In the event that the costs of closing of your account exceed the value in your account, you will be responsible for reimbursing us. You may not close any of your accounts to avoid paying any fees otherwise due or to avoid any examination related to our AML/CTF Program.
Account Suspension
You agree and understand that we have the right to immediately (i) suspend your account and all accounts beneficially owned by you and any members of your household or for which you are a representative or authorized signatory and, in the case of entities, any affiliates (each, a “Related Account”), (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to Gemini, until a determination has been made, if we suspect, in our sole discretion, you and/or any such accounts to be in violation of:
Any provision of this User Agreement;
Any Applicable Laws or Regulations;
Our AML/CTF Program; or
Our Marketplace Conduct Rules,
at any time since the opening of such an account or Related Account (each, a “Conduct Violation”).
You further agree and understand that we have the right to immediately (i) suspend your account and any Related Account, (ii) freeze/lock the funds and assets in all such accounts and seek to recover additional funds in the event that the funds and assets in your accounts are insufficient to cover Gemini’s losses, and (iii) suspend your access to Gemini until a determination has been made, if:
We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
The account has a negative balance for any reason;
The account has a balance that needs to be reconciled for any reason;
Your deposit was returned to your bank;
We believe someone is attempting to gain unauthorized access to the account;
We believe there is unusual activity in the account;
We believe your account was used to send or receive a ransomware payment;
We believe you are using Gemini, your login credentials, or other account information in an unauthorized or inappropriate manner;
The account is being accessed from a jurisdiction where we do not offer Gemini services; or
The account has not been accessed in two years or more.
If your account has been suspended, you will be notified when accessing Gemini. We may, in our sole discretion, give Written Notice that your account has been suspended and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.
Account Investigations
You agree and understand that we have the right to immediately investigate your account and any Related Account, if we suspect, in our sole discretion, that you and/or any such account has committed a Conduct Violation or otherwise been engaged in Prohibited Use or suspicious activity.
You further agree and understand that we have the right to immediately investigate your account and any Related Account, if:
We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
The account is, or is related to any account that is, the property of a Sanctioned Person;
The account was used to facilitate a ransomware payment;
The account has not been accessed in two years or more.
We may, in our sole discretion, give Written Notice that your account is the subject of an investigation and may, in our sole discretion, share the general nature of the investigation, if permitted to do so by law.
If we suspect that an account has committed a Conduct Violation that pertains to our Marketplace Conduct Rules, we will give Written Notice and share the general nature of the allegations as well as the specific provisions of our Marketplace Conduct Rules that appear to have been violated.
You agree and understand that upon our request and within the time frame designated by us, you 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. You agree and understand that neither you 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.
If a suspected Conduct Violation pertains to our Marketplace Conduct Rules, Gemini may consider a variety of factors in assessing whether your conduct violated our Marketplace Conduct Rules, including, but not limited to:
Whether your intent was to induce others to trade when they otherwise would not have;
Whether your intent was to affect a price rather than to change your position;
Whether your intent was to create misleading market conditions;
Market conditions in the impacted market(s) and related markets;
The effect on other market participants;
Your historical pattern of activity;
Your order entry and cancellation activity;
The size of your order(s) relative to market conditions at the time your order(s) was placed;
The size of your order(s) relative to your position and/or capitalization;
The number of orders;
Your ability to manage the risk associated with your order(s) if fully executed;
The duration for which your order(s) was exposed to the market;
The duration between, and frequency of, non-actionable messages;
The queue position or priority of your order in the order book;
The prices of preceding and succeeding bids, offers, and trades;
The change in the best offer price, best bid price, last sale price, or other price that results from the entry of your order; and
Your activity in related markets.
You agree and understand that if your account or any Related Account is determined, in our sole discretion, to have committed a Conduct Violation, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations.
Account Remedies for Breach
You agree and understand that if you, your account, or any Related Account is determined, in our sole discretion, to have committed a Conduct Violation, we have the right to debit from your account or any Related Account (i) the value of any trading fee discounts or rebates that you 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 we become aware of the existence of the Conduct Violation and (ii) any other damages suffered by us as a result of the Conduct Violation. We also have the right to freeze/lock/seize funds and Digital Assets in your account, or any Related Account, where such funds and Digital Assets were credited to your account, or any Related Account in reliance on your obligation to fund the purchase price and you failed to fulfill such an obligation. In such an instance, we have the right to retain any such funds and Digital Assets, including any appreciation thereof. You further agree and understand that if we determine, in our sole discretion, that you have colluded, coordinated, and/or collaborated with any other User to commit a Conduct Violation, you and that User will be jointly and severally liable for the whole value of any trading fee discounts, rebates, and/or damages to which we are entitled under this subsection and any such amounts may be debited, in our sole discretion, from your account, that User’s account, or in each case, any Related Account. We will deduct any such amounts from the respective Fiat Account(s), Digital Asset Account(s), and/or Custody Account(s). You agree and understand that we have the right to offset: (i) negative balances in your Fiat Account by selling the necessary amount of Digital Assets in your Digital Asset Account or Custody Account on the open market at a price within 5% of the Prevailing Market Price, as determined by us in our discretion, to offset such negative balances; (ii) negative balances in your Digital Asset Account and/or Custody Account by buying the necessary amount of Digital Assets at the Prevailing Market Price, as determined by us in our discretion, to offset such negative balances with the fiat currency in your Fiat Account; and (iii) any and all debts owed to Gemini through the offset of balances of your account or any Related Account.
“Prevailing Market Price'' means the price of a crypto asset calculated using the trailing 24hr [US dollar] denominated volume weighted average price calculated as of [4:00 pm ET U.S.] by Gemini. If you disagree with any determination made or remedy exercised under this subsection, you may follow the ‘Dispute Resolution’ section of this User Agreement.
Account Termination
You agree and understand that we have the right to terminate your access to Gemini and any account at any time and for any reason, including for violation of this User Agreement or Applicable Laws and Regulations, and that if we do so, your rights and obligations under this User Agreement will continue. You further agree and understand that we have the right to take any and all necessary and appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations. If your account is terminated, we will return your funds, less the value of any trading fee discounts, rebates, debts owed to Gemini, offsets, and/or damages that we are entitled to pursuant to this User Agreement. If your account is no longer subject to an investigation, court order, or subpoena, you authorize us to return your funds (less any trading fee discounts, rebates, debts owed to Gemini, offsets, and/or damages to which we are entitled) to any bank account linked to your account, unless otherwise required by law. Subject to any rights Gemini may have against the balance of your account, if there is a Digital Asset balance remaining in your account, if requested by Gemini, you agree to provide us with a Digital Asset address within seven calendar days upon receiving a Written Notice, so that we can return the remaining Digital Assets to you. If you fail to do so, you hereby agree that we are permitted to sell any remaining Digital Assets on the open market at a price within 5% of the Prevailing Market Price, as determined by us in our discretion, and return the proceeds (less any trading fee discounts, rebates, and/or damages to which we are entitled) to any bank account linked to your account.
Legal Process
You agree and understand that we, as well as our affiliates, service providers, their respective officers, directors, agents, joint venturers, employees and representatives (collectively, the “Gemini Service Providers”), may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which any of us reasonably and in good faith believe to be valid. We and any Gemini Service Provider may, but are not required to, notify you of such process by electronic communication. We and any Gemini Service Provider may charge you for associated costs, in addition to any legal process fees. You agree to indemnify, defend, and hold all of us harmless from all actions, claims, liabilities, losses, costs, attorney's fees, or damages associated with our compliance with any process that any of us reasonably believe in good faith to be valid. You further agree that we and any Gemini Service Provider may honor any legal process, regardless of the method or location of service.
Right of Offset
You agree and understand that we have the right to offset: (i) negative balances in your Fiat Account by selling the necessary amount of Digital Assets in your Digital Asset Account and/or Custody Account on the open market at a price within 5% of the Prevailing Market Price, as determined by us in our discretion, to offset such negative balances; (ii) negative balances in your Digital Asset Account or Custody Account by buying the necessary amount of Digital Assets at the Prevailing Market Price, as determined by us in our discretion, to offset such negative balances with the fiat currency in your Fiat Account; and (iii) any and all debts owed to Gemini through the offset of balances of your account or any Related Account.
Unclaimed Funds
If your account remains closed or dormant for a long enough period of time, we may be required, upon the passage of applicable time periods, to report any remaining funds in your account as unclaimed property in accordance with Applicable Laws and Regulations. If this occurs, we will use reasonable efforts to give you Written Notice. If you fail to respond to any such Written Notice within seven Business Days (as defined herein) or as otherwise required by law, we may be required to deliver any such funds to the applicable jurisdiction as unclaimed property. We reserve the right to deduct an administrative fee resulting from such unclaimed funds, as permitted by Applicable Laws and Regulations.
AML/CTF Compliance
Our AML/CTF Program is guided by the Applicable Laws and Regulations. These standards are designed to prevent the use of Gemini for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, sanctions evasion, or any other financial crimes.
You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Gemini or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your data.
Background Checks
In furtherance of our AML/CTF Program, we reserve the right to require you to provide us with additional information and/or require you to undergo a background check prior to being authorized to use Gemini, or at any point thereafter, in accordance with Applicable Laws and Regulations.
Source of Funds
You agree, represent, and warrant that all funds in your account, or funds exchanged, or to be exchanged, by you in the future, are not the direct or indirect proceeds of any criminal or fraudulent activity.
We reserve the right to investigate the source of any funds in your account and may request documentation or information regarding the source of such funds. Following our review of any funds in question and the circumstances by which you received them, we may determine that you are not the owner of such funds. If such a determination is made, we reserve the right to dispose of these funds in accordance with Applicable Laws and Regulations and in our sole discretion, which may include, returning them to the destination of their origin.
Sanctions Programs
Pursuant to the economic sanctions programs administered in the countries where we conduct business, including, but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”) and the U.K. Office of Financial Sanctions Implementation (“OFSI”), along with the European Union (“EU”) and United Nation (“UN”) watchlists, we are prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that we are required, in accordance with an OFAC sanctions program, UN, EU, Maltese and other applicable government sanctions programs, or our policies designed to comply with these sanctions programs, we may: (i) suspend your account; (ii) terminate your account; (iii) restrict your account; (iv) return funds to the destination of their origin or to an account specified by authorities; (v) block funds in your account that are the property of a Sanctioned Person (defined in the ‘Export Controls’ section below), or (vi) require you to withdraw funds from your account within a certain period of time. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Applicable Laws and Regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
Prohibited Activity
Gemini does not permit the use of the platform for any prohibited activity in a Gemini Account, including but not limited to: use on any dark market, ransomware, mixing service (i.e., a mixer or tumbler used to obscure the source of funds), or illegal activity that would violate, assist in violation of, or cause Gemini to violate any Applicable Laws and Regulations (as defined in the ‘Applicable Laws and Regulations’ section), or which would involve proceeds of any unlawful activity (collectively, “Prohibited Activity”).
You agree and understand that we have the right to immediately (i) suspend your account and any related account, (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to Gemini, if we suspect, in our sole discretion, any such accounts to be in violation of our Prohibited Activity policy.
Our Services
Gemini EU is authorised by the MFSA to provide the crypto-asset services listed below under the MiCA framework.
All trades are subject to market conditions and applicable terms outlined in this User Agreement and Our Execution Policy. You will enter into all transactions on an execution only basis. An “execution only basis” means that you will be solely responsible for all investment decisions and actions taken in respect of your Gemini Account.
You may trade Digital Assets directly with Gemini EU, acting as your counterparty and principal in the transaction. This means that Gemini EU is not merely facilitating a trade between two parties, but is directly involved in the trade with you. Transactions can involve exchanging one (1) type of Digital Asset for another Digital Asset, or converting Digital Assets into fiat currencies and vice versa.
Gemini EU may also assist you with the purchase and/or sale of Digital Assets acting as your agent to facilitate trades on your behalf. This means we will not take the opposite side of your trade. Execution services are designed to be efficient and aligned with your trading objectives.
Gemini EU offers custody services to facilitate and expedite the acquisitions and disposals of Digital Assets in connection with the above services.
Gemini EU shall keep a register of positions opened in the name of each client opting for our custody services. Our Custody Policy aims to ensure that our custody services remain in line with Applicable Laws and Regulations, ICT standards and best practices. A summary of our Custody Policy and further information on our custody services may be accessed here: https://www.gemini.com/institutions/custody. You will receive a statement of holdings at least once every three (3) months and at your reasonable request, indicating the Digital Assets held with Gemini EU, your balance, the value and any transfer of digital assets during the period concerned.
Gemini EU may be engaged directly by issuers of Digital Assets to provide placement services to you in respect of newly issued Digital Assets, or of Digital Assets already in issue but not admitted to trading on an exchange.
This involves the receipt by Gemini EU of an order to buy, sell or subscribe to Digital Assets from you and the transmission of that order by Gemini EU to a third party for execution.
This involves conducting a transaction on behalf of a third party that involves the movement of Digital Assets from one address/ account to another address/ account.
Transfer services include receiving transfer instructions from the user, verifying transaction details, initiating the transfer via supported blockchain networks, and confirming the transfer. Transfers are processed through secure systems using multi-factor authentication, encryption protocols, and internal controls designed to prevent unauthorised access or tampering.
You agree to pay all fees associated with or incurred by your use of Gemini and understand that all fees will be debited from the applicable Gemini Account and all proceeds will be credited to the applicable Gemini Account.
API Agreement
You agree and understand that by accessing or using our API, you are agreeing to enter into our API agreement (the “API Agreement”) by and between you and Gemini EU, and be legally bound by its terms and conditions, so please read them carefully. Our API Agreement is available here. Order Execution Policy
Gemini EU has an Order Execution Policy that establishes and implements effective execution arrangements in relation to the provision of applicable services. The Order Execution Policy explains how Gemini EU will trade orders in accordance with Applicable Laws and Regulations to obtain the best possible results for Gemini Customers. By accepting the terms in this User Agreement, you expressly consent and agree to be bound by the Order Execution Policy.
You should be aware that specific instructions may prevent Gemini EU from taking the steps set out in the Order Execution Policy to obtain the best possible result in respect of the elements covered by those instructions.
Our Order Execution Policy is available here. Any significant updates or changes to the Order Execution Policy will be brought to the attention of Gemini Customers. Order Types
Order Placement
You must load funds prior to placing an Order and you are not permitted to place an Order unless you have enough funds in your Gemini Account to satisfy your Order (i.e., all Orders are pre-funded). When you place an Order, the full amount of funds required (including any fees) are placed on hold in your Gemini Account until your Order fills, expires, or is canceled. Any unfilled portion of your Order will remain on hold until it fills, expires, or is canceled. You agree that it is your responsibility to cancel any Order (in whole or in part) that you do not want to be filled. You understand that you may not be able to cancel an Order prior to its filling (in whole or in part) and that we are not liable to you for the completion of an Order after you have submitted a cancellation request. Any Order that exceeds the amount of available funds in your Gemini Account will be rejected.
Prior to the placement of an Order, you are required to review the following information:
The amount of Digital Assets to be bought or sold;
The gross purchase price (buy) or sale proceeds (sell) of your Order;
Any fees or other charges associated with your Order;
The net proceeds to be transferred into your Digital Asset Account or Fiat Account; and
A notification which warns you that once your Order has been placed it may not be cancelable or otherwise undone (you may choose to hide this notice going forward).
Order Placement by Mobile Application
You agree and understand that orders placed via our mobile application (the “Mobile Application” and each, a “Mobile Order”) are subject to each and every other provision of this User Agreement unless otherwise modified by this subsection. You also agree and understand that Mobile Orders are handled differently than Orders placed via our API or the Gemini Pro/ActiveTrader interface.
You agree and understand that all Mobile Orders are subject to our Mobile Fee Schedule and that fees for Mobile Orders are not the same as, and may be higher than, fees for Orders placed via our API or the Gemini Pro/ActiveTrader™ interface.
You agree and understand that Mobile Orders may impact the liquidity conditions that may otherwise be available and that should the volume or frequency of Mobile Orders increase or decrease, liquidity may similarly increase or decrease.
Order Placement by Website Application
You agree and understand that orders placed via our website application (the “Web Application” and each, a “Web Order”) are subject to each and every other provision of this User Agreement unless otherwise modified by this subsection. You also agree and understand that Web Orders are handled differently than Orders placed via our API or the Gemini Pro/Gemini ActiveTrader™ interface.
You agree and understand that all Web Orders are subject to our Web Fee Schedule and that fees for Web Orders are not the same as, and may be higher than, fees for Orders placed via our API or the Gemini Pro/Gemini ActiveTrader™ interface.
You agree and understand that Web Orders may impact the liquidity conditions that may otherwise be available and that should the volume or frequency of Web Orders increase or decrease, liquidity may similarly increase or decrease.
Order Placement by OEMS Service Providers
You are permitted to use our 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 your Orders and modify your Orders previously submitted (“OEMS Services”), however, you agree and understand that any such OEMS Service Provider must first be authorized by us to provide OEMS Services, and such authorization will only be granted by us to an OEMS Service Provider that enters into an OEMS Service Provider agreement (each, an “OEMS Service Provider Agreement”) with Gemini EU. 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, our API Agreement, and our agreements.
You agree to be responsible for all Orders and Order modifications through or by an OEMS Service Provider using your Gemini Account ID, you agree and understand that all such Orders will be treated as your Orders for all purposes, and you agree to accept and be bound in all respects by the terms of all Trades executed as a result of any Orders or instructions through or by an OEMS Service Provider using your Gemini Account ID, regardless of whether such Orders or instructions were submitted by an OEMS Service Provider in error.
You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials and any other required forms of authentication, including your API keys, even if you share them with an authorized OEMS Service Provider. You also agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account and/or your Gemini Account, even if you share some or all of your login credentials and other required forms of authentication, including your API keys, with an authorized OEMS Service Provider. You further agree that in no event will we be liable to you for any damages, costs, or other liability in the event of (i) any Downtime, systems failure, error, interruption, delay, or other circumstances, (ii) the inability of an OEMS Service Provider to provide OEMS Services, (iii) any errors or delays with respect to Orders or instructions by or through an OEMS Service Provider, or (iv) other matters related to OEMS Services made available to you by an OEMS Service Provider.
We may terminate or suspend the authorization of an OEMS Service Provider to transmit Orders or instructions and provide OEMS Services, or your ability to place Orders and Order modifications via an OEMS Service Provider, for any reason and at any time, as determined in our sole discretion.
Order Handling
You agree and understand that we do not guarantee that any Order you place will be filled. Orders that are active before Downtime (as defined herein), will be handled, once our operations resume, as follows:
If the Order was placed via an API key with the “Requires Heartbeat” feature activated it will be automatically canceled.
If the Order was placed via the website interface, or via an API key without using the “Requires Heartbeat” feature, it will be active once operations resume.
If you connect via FIX, you have the option of enabling “cancel upon disconnect” for all of your Orders. If you, or your technology provider (e.g., OEMS provider) do not enable “cancel upon disconnect,” you agree and understand that we are not responsible for your Orders executing at disadvantageous prices or any other losses associated with your Orders not being cancelled during Downtime.
You agree and understand that we reserve the right to cancel any Order, or remaining portion of any Order, if:
Any such Order was placed and/or active during Downtime;
Any such Order triggers our Marketplace Controls; or
Any such Order is materially non-marketable.
You agree and understand that Orders may be subject to, and we shall have no liability for, delays, difficulties, and/or conditions affecting transmission or execution of Orders over which we have no control, including, but not limited to, mechanical or electronic failure or market congestion.
You agree and understand that contingent Orders, including, but not limited to, “Stop” and “Stop-Limit” Orders, will not necessarily limit your 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.
You agree and understand that we reserve the right to require all Orders to pass automated compliance checks. If your Order is flagged for review by any of these checks or if it meets certain defined criteria, it may require our manual review and approval. We will use commercially reasonable efforts to review such Orders on a timely basis, but we are not liable for any delays. If at any time you are in any doubt about the status of your Order, you can view your Order status on Gemini. We may cancel any Order flagged for review. Lastly, we may require you to confirm your Order via telephone or another form of authentication prior to execution.
Order Settlement
All Orders that are filled, executed, or matched (in whole or in part) (each, a “Trade”), settle immediately and are recorded by Gemini EU.
Order Receipts
After your Order has been placed, we will send you an email confirming your Order (each, an “Order Receipt”), and another email if your Order subsequently fills (in whole or in part) (each, a “Trade Receipt”).
Orders Receipts contain the following information:
The Order date, type, ID, amount, and pricing information if applicable;
A notification which states that you have three calendar days to dispute your Order; and
Contact information for Gemini should you have any questions, need to register a complaint, or claim that your Order was not authorized (subject to applicable limits described herein).
Trade Receipts contain the following information:
The Trade date, type, ID, amount, and pricing information;
All fees charged;
A notification which states that you have three calendar days to dispute your Trade; and
Contact information for Gemini should you have any questions, need to register a complaint, or claim that your Trade was not authorized (subject to applicable limits described herein).
Gemini maintains and retains records of your Transaction History for a period of no less than ten years.
Your Orders and Trades shall be deemed and treated as authorized and correct as ratified and confirmed by you unless we receive Written Notice to the contrary within three calendar days. It is your sole responsibility to review your Transaction History, Order Receipts, and Trade Receipts on a regular basis in order to meet the period set forth above.
Non-Primary Fiat Currency Transactions
From time to time, you may desire to purchase or sell Digital Assets with a fiat currency other than a primary fiat currency (which Gemini may publish and/or change from time to time). The market for Digital Asset transactions priced in non-primary fiat currencies may not be quoted and/or sufficiently liquid, especially compared to the markets for Digital Asset transactions priced in primary fiat currencies. You agree and understand that, in order for us to execute such a transaction, Gemini may need to enter into a foreign exchange transaction (a “FX transaction”) with a third-party FX provider to exchange your non-primary fiat currency for a primary fiat currency, such as U.S. dollars. You authorize us to execute such FX transactions on your behalf, acting solely at our discretion as to timing and price (typically, within one or two Business Days at the current fair market rate). You agree and understand that we will complete your requested Digital Asset transaction using a primary fiat currency, the amount of which will be based on market data provided by our third-party FX provider.
You agree and understand that the FX provider with which we execute FX transactions may be a partner of ours. You further acknowledge and understand that there may be a conflict of interest between you and us with respect to these transactions. In particular, and as an example only, our primary interest is in executing the Digital Asset transaction and we may have an interest in executing FX transactions quickly, even if such executions are not at the best available rates. You further agree and understand that we do not guarantee that you will receive the best possible rate (as compared to prices that may be possible on other execution venues) on the execution of any FX transactions. You further agree and understand that the price quoted to you for the Digital Asset transaction may include, amongst other components, the spread charged by the FX provider. Therefore, you agree not to object to or otherwise bring a claim against us or any partner FX provider on the basis of such conflict or other similar issue related to a FX transaction.
Gemini Settlement and Gemini Clearing
You agree and understand that the submission, acceptance and funding of bilaterally arranged and negotiated Supported Digital Asset transactions for settlement through Gemini’s trade settlement platform (i.e., the delivery by Gemini of purchased Supported Digital Assets from seller’s Gemini Account to buyer’s Gemini Account and the delivery by Gemini of the corresponding purchase price from buyer’s Gemini Account to seller’s Gemini Account, in each case less any applicable fees owed to Gemini, collectively, “Gemini Clearing”), together with the enhanced functionality to settle multiple obligations in a single settlement block (“Gemini Settlement”) is subject to the applicable terms of this User Agreement.
Gemini Settlement and Gemini Clearing are available only to Gemini Customers for Supported Digital Assets with respect to which Gemini provides trading services. You agree to submit any request to settle a transaction through Gemini Settlement or Gemini Clearing in the form and manner, and otherwise in accordance with the instructions, technical specifications and other information, that Gemini may require, either through the Gemini Settlement user interface, Gemini Clearing user interface or as otherwise instructed or requested by Gemini, and you agree and understand that Gemini may amend or revise these requirements from time to time, for any reason and without prior notice to you. You also agree and understand that Gemini may reject, refuse to settle or otherwise not complete any request to settle a transaction through Gemini Settlement or Gemini Clearing for any reason, and you agree that Gemini shall have no liability whatsoever to you, any transaction counterparty or any other party in connection with or arising out of Gemini rejecting, refusing or otherwise not completing the settlement of a transaction through Gemini Settlement or Gemini Clearing. Gemini will not settle transactions through Gemini Settlement or Gemini Clearing: (i) if either party to a transaction has not fully funded its Gemini Account with the required amount of fiat currency or Supported Digital Assets, as applicable, at the time the transaction is scheduled to settle; (ii) if either party to a transaction has not confirmed its acceptance of the transaction to Gemini at the time the transaction is scheduled to settle; (iii) if either party to a transaction is not a Gemini Customer; or (iv) for any other reason as determined by Gemini in its sole discretion. You agree and understand that Gemini may terminate or suspend your access to Gemini Settlement or Gemini Clearing at any time, for any reason and without notice, and you agree to be bound by and pay the fees applicable to your use of Gemini Settlement or Gemini Clearing, as Gemini may publish or otherwise communicate to you. You agree and understand that Gemini may provide Gemini Settlement or Gemini Clearing to certain Gemini Customers via bespoke or otherwise individually negotiated terms and conditions that are not generally available to all Gemini Customers.
Clearly Erroneous Transaction Policy
We consider a transaction 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 a determination, we take into account the circumstances at the time of the transaction, the preservation of the integrity of the market, and the maintenance of a fair and orderly marketplace. You are responsible for ensuring that the appropriate price and Order type is entered into Gemini. A simple assertion that a mistake was made by you in entering an Order, or that you 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 Transaction, you should take the following steps:
You should make us aware of the error trade in a timely manner (generally within twenty-four (24) hours of the error trade execution); and
If you transact on behalf of another person or entity, you are responsible for ensuring the person or entity receives a price that is equal to, or better than, the price at which their original order would have otherwise been executed at (in the case where an equal or better price is not available, a cash adjustment to the customer account is sufficient). We bear no responsibility for User errors.
You agree and understand that if we determine a transaction to be a Clearly Erroneous Transaction, we may declare it null and void, in whole or in part, even if you and/or the other party do not agree to cancel or modify it. In the event that we declare a transaction null and void, both parties to the trade must return the Digital Assets and/or fiat currency received in the transaction.
In determining whether a transaction is a Clearly Erroneous Transaction, we will consider the following:
Suspicious trading activity;
Violations of our Marketplace Conduct Rules;
If there was a disruption or malfunction in the operation of any trading system or component of Gemini EU, a Gemini Service Provider, or a Digital Asset network (“Digital Asset Network”); or
If there were extraordinary market conditions or other circumstances in which the nullification or modification of transactions may be necessary for the maintenance of a fair and orderly market.
We will make a determination and take any action pursuant to this Clearly Erroneous Transaction Policy as soon as practicable following a transaction. If you are a party to any action taken, we will notify you via Written Notice as soon as practicable.
Marketplace
For information on the Gemini marketplace, please see our Marketplace page here:
Marketplace Controls
In an effort to foster a fair and orderly market, we have put in place marketplace controls (“Marketplace Controls”). For information on Gemini’s Marketplace Controls, please see our Marketplace page here:
You agree and understand that your acceptance of this User Agreement is considered to be your acceptance of our Marketplace Controls. We reserve the right to change or modify our Marketplace Controls at any time. Any change to our Marketplace Controls will be posted for at least three calendar days before it takes effect and no change will be in effect for less than 30 calendar days. You agree that by logging into your account and/or authenticating to our API with your API key and using Gemini following any change to our Marketplace Controls, you are agreeing to accept our new Marketplace Controls.
Marketplace Fee Schedules
You agree and understand that your acceptance of this User Agreement is considered to be your acceptance of all of our marketplace fee schedules. We reserve the right to change, modify, or increase our 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. You further agree and understand that by logging into your account and/or authenticating to our API with your API key and using Gemini, including using our Web Application and Mobile Application, following any change to a marketplace fee schedule, you are agreeing to accept such new marketplace fee schedule.
You agree to pay all fees associated with or incurred by your use of Gemini.
For information on each of our marketplace fee schedules, please see below:
Marketplace Conduct Rules
You agree to abide by and understand that we enforce the following marketplace standards of conduct rules (“Marketplace Conduct Rules”) designed to prevent the use of Gemini for disruptive or manipulative conduct or deceptive practices, including, but not limited to, disruptive trading and price manipulation. We take our Marketplace Conduct Rules very seriously and it is our policy to take all the necessary steps to prohibit manipulative conduct or deceptive practices. The following are strictly prohibited on Gemini:
Fraudulent Acts
Neither you nor any related party shall engage or attempt to engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick, in connection with or related to any Order or Trade on or other activity related to Gemini.
Fictitious Transactions
Neither you nor any related party shall create or execute fictitious transactions or place any Order for a fictitious transaction with knowledge of its nature.
Market Manipulation
Any disruptive trading in or manipulation of the Gemini marketplace whatsoever is prohibited. Orders placed on Gemini for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values are prohibited. If you or any related party make or assist in placing any such Order with knowledge of the purpose thereof or if you or any related party, with such knowledge, in any way assist in carrying out any plan or scheme for the placing of any such Order, you and any related party will be deemed to have engaged in an act detrimental to Gemini.
Violation of Applicable Laws and Regulations
Neither you nor any related party shall engage in conduct that is in violation of any Applicable Laws and Regulations.
Misstatements
It is a violation of this User Agreement to make any misstatement of a material fact to Gemini, its board of managers, any committee thereof, or any director, officer, manager, or employee of Gemini.
Disrepute Upon You or Gemini
Neither you nor any related party may access Gemini in any way which could be expected to bring disrepute upon you or Gemini.
Acts Detrimental to Gemini
It is a violation of this User Agreement to engage in any act detrimental to Gemini, including any conduct that is inconsistent with any Applicable Laws and Regulations that govern just and equitable principles of trade. Abusive practices, including without limitation, disruptive, fraudulent, noncompetitive, or unfair actions are strictly prohibited.
Non Supervision
You shall be responsible for establishing, maintaining, and administering reasonable, written supervisory procedures to ensure that you and any related parties comply with all Applicable Laws and Regulations. You may be held accountable for the actions of a related party. In addition, you shall be responsible for supervising related parties and may be held accountable for the actions of such related parties.
Disclosing Orders
Neither you nor any related party shall disclose to any person, including, but not limited to, another market participant, any Order placed by you or any related party or any Order placed by another person, including, but not limited to, another market participant.
Pre-Arranged Trades
Neither you nor any related party shall place any Order on Gemini which has been pre-arranged (or discussed with another market participant prior to being placed on Gemini) for the purpose of creating an artificial price, fictitious Trade, or other disruptive, fraudulent, noncompetitive, or unfair impact on the Gemini marketplace.
Simultaneous Buy and Sell Orders
Neither you nor any related party shall place simultaneous buy and sell Orders that could potentially execute against each other, and it is a violation of this User Agreement to use the Gemini self-match prevention tool in a way that has the effect of misleading the market.
Wash Trades
Neither you nor any related party, through one or more accounts, shall place or accept buy and sell Orders at the same price, where you or any related party knows or reasonably should know that the purpose of the Orders is to avoid taking a bona fide market position exposed to market risk (transactions commonly known or referred to as wash Trades). Buy and sell Orders from different accounts with common beneficial ownership and/or affiliation that are placed with the intent to: (i) negate market risk or price competition, or (ii) achieve a favorable Fee Schedule and the resulting benefits, shall also be deemed to violate our prohibition on wash Trades. Additionally, neither you nor any related party shall knowingly execute or accommodate the execution of such Orders by direct or indirect means.
Money Passes
Neither you nor any related party shall prearrange the execution of transactions on Gemini for the purpose of passing money between accounts. All transactions executed on Gemini must be made in good faith for the purpose of executing bona fide transactions, and prearranged Trades intended to effectuate a transfer of funds from one account to another are strictly prohibited.
Accommodation Trading
Neither you nor any related party shall enter into non-competitive transactions on Gemini for the purpose of assisting another person to engage in transactions that are in violation of our Marketplace Conduct Rules or any Applicable Laws and Regulations.
Front-Running
Neither you nor any related party shall take a position based upon non-public information regarding an impending transaction by another User.
Disruptive Practices
Neither you nor any related party shall engage in any trading, practice, or conduct on Gemini that:
Demonstrates intentional or reckless disregard for the orderly execution of transactions; or
Is, is of the character of, or is commonly known as "spoofing" (bidding or offering with the intent to cancel the bid or offer before execution).
All Orders must be placed for the purpose of executing bona fide transactions. Additionally, all non-actionable messages must be placed in good faith for legitimate purposes.
You shall not place or cause to be placed an Order with the intent, at the time of entry, to cancel the Order before execution or to modify the Order to avoid execution;
You shall not place or cause to be placed an actionable or non-actionable message or messages with the intent to mislead other market participants;
You shall not place or cause to be placed an actionable or non-actionable message or messages with the intent to overload, delay, or disrupt the systems of Gemini or other market participants; and
You shall not place or cause to be placed an actionable or non-actionable message with the intent to disrupt, or with reckless disregard for the adverse impact on the orderly conduct of trading or the fair execution of transactions.
Intimidation/Coordination
Neither you nor any related party shall:
Coordinate prices (including quotations), Trades, or trade reports with any other market participant or any other person;
Direct or request another market participant to alter a price (including a quotation); or
Engage, directly or indirectly, in any conduct that threatens, harasses, coerces, intimidates, or otherwise attempts improperly to influence another market participant or any other person.
This includes, but is not limited to, any attempt to influence a market participant or person to adjust or maintain a price or quotation on Gemini or any related market, or any refusal to trade or any other conduct that retaliates against or discourages the competitive activities of another market participant or person.
Nothing in this Marketplace Conduct Rule with respect to the coordination of quotes or Trades shall be deemed to limit, constrain, or otherwise inhibit the freedom of you or any related party to unilaterally: (i) set your own bid or ask on any Order Book, (ii) set the price at which you are willing to buy or sell, and (iii) set the quantity that you are willing to buy or sell, provided that such conduct is otherwise in compliance with all Applicable Laws and Regulations.
These provisions apply to the entire Gemini marketplace at all times.
Digital Assets and Fiat Custody
You agree to hereby appoint us to act as the custodian of your Digital Assets to be held for your benefit in your Digital Asset Account and/or Custody Account. Our Ledger tracks the balance and ownership of fiat currency and Digital Assets of each Gemini Account. Account balance entries on our Ledger are not publicly disclosed.
Your Digital Assets
Except for Digital Assets held in any segregated Custody Account, Gemini EU holds your Digital Assets in an omnibus Digital Asset Account, in one or more of our pooled Digital Asset wallets.
Digital Assets custodied on your behalf and reflected in the Digital Asset Account and Custody Account of your Gemini Account are not treated as general assets of Gemini. You retain title to your Digital Assets at all times, and bear all risk of loss of your Digital Assets. You can access your Digital Assets via your Gemini Account. If you can’t access your Gemini Account, you can reach out to Gemini EU to access your Digital Assets. Gemini EU may request additional information and documentation in order to assess the authenticity of such request.
Except as required by law, or except as provided herein, we will not sell, transfer, loan, hypothecate, or otherwise alienate your Digital Assets unless instructed by you.
Fungibility
You acknowledge and agree that we may hold your Digital Assets in a variety of different ways, including across multiple blockchain protocols, such as layer two networks, alternative layer one networks, or side chains. In connection with our holding of your Digital Assets, we may transfer such Digital Assets off of the primary blockchain protocol and hold such Digital Assets on shared blockchain addresses, controlled by us, on alternative blockchain protocols in forms compatible with such protocols. You agree that all forms of the same Digital Asset that are held and made available across multiple blockchain protocols may be treated as fungible and the equivalent of each other, without regard to (s) whether any form of such Digital Asset is wrapped, or (b) the blockchain protocol on which any form of such Digital Asset is stored.
Digital Asset Insurance
We maintain commercial crime and specie insurance for a specified amount of Digital Assets we custody on your behalf in your Digital Asset Account and Custody Account. Digital Assets are not 100% insured. Our insurance policy is made available through a combination of third-party insurance underwriters.
Our policy insures against the theft of Digital Assets that results from a direct security breach or hack of Gemini’s systems, a fraudulent transfer initiated by Gemini, or theft by a Gemini employee.
Our policy does not cover any losses resulting from any unauthorized access to your User Account. You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials and any other required forms of authentication, including your API keys. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account and/or your Gemini Account. Please see the ‘Account Access’ section for more information.
Digital Assets are not legal tender and are not backed by any government. There is no deposit insurance offered on Digital Assets in any jurisdiction.
Your Fiat Currency
Gemini will provide you with a Fiat Account, fiat stored value wallet through which you can access fiat currency held by Gemini on your behalf. You may pre-fund your Fiat Account via wire, debit card, or other deposit methods available from time to time. Your Fiat Account will be subject to the Fiat Terms [add terms].
Deposits and Withdrawals
We email you receipt confirmation for all deposits and withdrawals.
Fiat Currency Deposits
We do not accept fiat currency transfers from third parties for your benefit. Fiat currency transfers are only accepted from either a debit card or bank account that meets the following criteria: (i) is in the name of an individual or institution that has successfully completed our AML/CTF Program and that is named on the Gemini Account. If a fiat currency transfer does not originate from a User Bank Account or debit card, it will be rejected and returned immediately.
Digital Asset Deposits
Digital Asset deposits will typically be credited to your Gemini Account after the required number of network confirmations, as determined by us in our sole discretion, have occurred on the blockchain for such Digital Assets. You agree and understand that in certain situations, Digital Asset deposits may be delayed in connection with Downtime or congestion of or disruption to a Digital Asset Network.
Fiat Currency Withdrawals
Fiat currency withdrawals are only permitted to User Bank Accounts. Your initiation of a fiat currency withdrawal using your User Account login credentials and other required forms of authentication, when applicable, will be deemed to be your authorization for Gemini to execute any such withdrawal.
Digital Asset Withdrawals
Digital Assets withdrawals will typically be processed at the speed of a Digital Asset Network. In certain situations, Digital Asset withdrawals may be delayed in connection with Downtime, the congestion or disruption of a Digital Asset Network, or for regulatory or administrative purposes. By initiating a Digital Asset withdrawal, you authorize Gemini to take all reasonable means to effect the transfer of your Digital Assets to you, including by directing a sub-custodian holding your Digital Assets to transmit your Digital Assets to you directly. There is a withdrawal minimum of $10 (subject to change) for all Digital Assets.
Transfer Fee Schedule
For information on Gemini’s transfer fee schedule (“Transfer Fee Schedule”), please see our Transfer Fee Schedule page here:
You agree and understand that your acceptance of this User Agreement is considered to be your acceptance of our Transfer Fee Schedule. We reserve the right to change, modify, or increase our Transfer Fee Schedule at any time. A change to our Transfer Fee Schedule that involves fiat transfer fees or crypto deposit fees 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.
However, due to natural and frequent fluctuations in network and gas fees, any change to our dynamic crypto withdrawal fees will not be posted for at least three calendar days before it takes effect and the change will not be in effect for at least 30 calendar days. You agree and understand that dynamic crypto withdrawal fees will instead be determined by the then-current network, gas, or similar fee corresponding to your selected crypto and will be displayed to you prior to the initiation of your withdrawal. As such, dynamic crypto withdrawal fees change often and are effective immediately. Please review the fee before initiating your crypto withdrawal.
Digital Asset Networks
You understand that we do not own or control the underlying software protocols of Digital Asset Networks which govern the operation of Digital Assets. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. You agree and understand that: (i) we are not responsible for the operation of the underlying protocols, and (ii) we make no guarantees regarding their security, functionality, or availability. Changes to the underlying protocols operating rules may materially affect the availability, value, functionality, and/or the name of your Digital Assets. Changes to the operation of the underlying software protocols operating rules are outside of our control and may occur without notice to us. Our response to such changes is in our sole discretion, and may include not supporting any new Digital Asset, fork, or other action.
Supported Networks
You agree and understand that we support, in our sole discretion, certain Digital Assets on certain Digital Asset Networks on Gemini (each, a “Supported Network”). You agree and understand that a Supported Network is supported only for certain Digital Assets that may be available on a network, and that depositing unsupported Digital Assets to a Supported Network may result in an inability to recover such assets and a total loss of funds to you. You further agree and understand that Gemini is not liable for any loss you may incur from depositing Digital Assets to a Supported Network address unless such Digital Asset is an asset that is supported on a specific Supported Network.
Forks
You agree and understand that the underlying protocols of Supported Networks are subject to changes in operating rules (each a “Fork”) that may result in more than one version (each, a “Forked Network”) and us holding a specified amount of Digital Assets associated with each Forked Network. You further agree and understand that Forks may materially affect the value, function, and/or name of the Digital Assets you hold on Gemini.
In the event of a Fork, you agree and understand that we may temporarily suspend the operations of Gemini (with or without advance notice to you) while we choose, in our sole discretion, except as described herein, which Forked Networks to support. You agree and understand that in our best estimation we are unlikely to support most Forked Networks and that the Digital Assets of most Forked Networks will likely not be made available to you.
DIGITAL ASSET VALUES CAN FLUCTUATE SUBSTANTIALLY WHICH MAY RESULT IN A TOTAL LOSS OF THE VALUE OF DIGITAL ASSETS HELD BY US ON YOUR BEHALF. THE SUPPLY OF DIGITAL ASSETS AVAILABLE TO US TO PROVIDE TO YOU AS A RESULT OF A FORKED NETWORK AND OUR ABILITY TO DELIVER DIGITAL ASSETS RESULTING FROM A FORKED NETWORK MAY DEPEND ON THIRD PARTY PROVIDERS THAT ARE OUTSIDE OF OUR CONTROL. WE DO NOT OWN OR CONTROL ANY OF THE PROTOCOLS THAT ARE USED IN CONNECTION WITH DIGITAL ASSETS AND THEIR RELATED DIGITAL ASSET NETWORKS, INCLUDING THOSE RESULTING FROM A FORKED NETWORK. ACCORDINGLY, WE DISCLAIM ALL LIABILITY RELATING TO SUCH PROTOCOLS AND ANY CHANGE IN THE VALUE OF ANY DIGITAL ASSETS (WHETHER OF A FORKED NETWORK OR OTHERWISE), AND WE MAKE NO GUARANTEES REGARDING THE SECURITY, FUNCTIONALITY, OR AVAILABILITY OF SUCH PROTOCOLS OR DIGITAL ASSET NETWORKS. YOU ACCEPT ALL RISKS ASSOCIATED WITH THE USE OF GEMINI TO CONDUCT TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS.
In the event of a Fork of a Supported Network, we will support the Forked Network that requires the greatest total threshold number of hash attempts to mine all existing blocks measured during the 48-hour period following a Fork (the “Greatest Cumulative Computational Difficulty”) and will retain the name and ticker of the Digital Asset that existed prior to the Fork. You agree and understand that we may, in our sole discretion, suspend operations, in whole or in part (with or without advance notice), for however long we deem necessary, while we make this determination. If we are unable to make a conclusive determination as to which Forked Network has the Greatest Cumulative Computational Difficulty, or if we determine in good faith that Greatest Cumulative Computational Difficulty is not a reasonable criterion upon which to make a determination, we will support the Forked Network that we deem in good faith is most likely to be supported by the greatest number of users and miners and will retain the name and ticker of the Digital Asset that existed prior to the Fork. We may also support the other Forked Network, in which case we will call its Digital Asset by a different name and use a different ticker.
Unsupported Forked Networks
You agree and understand that we may choose, in our sole discretion, except as described herein, not to support a Forked Network (each, an “Unsupported Forked Network”) and that you have no right, claim, or other privilege to any Digital Assets of an Unsupported Forked Network. With respect to an Unsupported Forked Network, we will treat its Digital Assets as Unsupported Digital Assets and we may, in our sole discretion, elect to:
Abandon or otherwise not pursue obtaining these Unsupported Digital Assets;
Determine your balance at the time of the Fork, account for the resulting Digital Assets as your property, and make them available to you via a one-time withdrawal mechanism (“One-Time Withdrawal”) (subject to the withholding and retention by us of any amount reasonably necessary, as determined in our sole discretion, to fairly compensate us for the efforts expended to make such Digital Assets available). Please Note: A One-Time Withdrawal does not make an Unsupported Forked Network a Supported Network or its Digital Assets Supported Digital Assets; or
In rare circumstances, pursue and retain the resulting Digital Assets as property belonging solely to us. However, with respect to any Unsupported Forked Network that we subsequently decide to treat as a Supported Network, we will make such Digital Assets available to you (and will not retain such Digital Assets as property belonging to us).
You agree and understand that we will only give Written Notice if we elect to pursue option (B).
You agree and understand that If you wish to ensure access to Digital Assets related to both Forked Networks following a Fork, or an Airdrop (as defined herein), you must withdraw your Digital Assets from Gemini prior to any Fork or Airdrop.
Please note: If we decide to support an Unsupported Forked Network and its Digital Assets in the future, we will determine your balance at the time of the Fork (minus any applicable One-Time Withdrawals) and account for it as your property, which will be reflected in your Digital Asset Account.
Unsolicited Transfers
You agree and understand that in the event that you or a third party transfers Unsupported Digital Assets into a Digital Asset address that we control, we have the right to and will account for any such Unsupported Digital Assets as our property.
You agree and understand that in the event that a third party transfers Supported Digital Assets into a Digital Asset address that we control, we have the right to and will account for any such Supported Digital Assets as follows:
Your property if sent to your Digital Asset Account or Custody Account; or
Our property, belonging solely to us, if sent to any other Digital Asset address that we control.
You further agree and understand that the types of transfers described in this section (each an “Unsolicited Transfer”) do not create or represent any relationship between us and the sender and do not subject us to any obligations whatsoever as they relate to the sender.
You further agree and understand that we have absolutely no obligation or duty to return the Digital Assets of an Unsolicited Transfer.
Airdrops
You agree and understand that in the event that a Digital Asset Network attempts to or does distribute (sometimes called “airdropping” or “bootstrapping”) its Digital Assets to Digital Asset addresses of a Supported Network, we will treat this Digital Asset Network as an Unsupported Forked Network.
You further agree and understand that airdropped Digital Assets do not create or represent any relationship between us and the sender and/or the related Digital Asset Network and do not subject us to any obligations whatsoever as they relate to the sender and/or the related Digital Asset Network.
Privacy of Information
You agree that the information contained in your User Account and Gemini Account is only for you and that you will not cause others to access or rely upon it (other than your tax advisor or attorney, or as otherwise prescribed by law) without our prior Written Consent. We agree that we will keep such information confidential, subject to the following paragraph.
You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Gemini’s Privacy Policy, which is incorporated into this User Agreement by reference.
Recording and Recordkeeping
You agree and understand that for our mutual protection we may electronically record any telephone conversation we have with you. You also agree and understand that we maintain and retain records of all information, activities, and communications relating to your User Account, Gemini Account, and use of Gemini.
General Use
Code of Conduct
We work hard to make Gemini safe, secure, and compliant. To that end, we expect that you treat our employees, including our Customer Support Team, as you would like to be treated yourself: with respect. Any use of inappropriate or abusive language towards any of our employees is strictly prohibited. Examples include, but are not limited to, verbal threats, harassment, aggressive comments, or behavior that is disrespectful. This type of behavior is a direct violation of our Code of Conduct and this User Agreement. If you engage in this type of behavior, we will politely ask you to stop. If you continue to engage in this type of behavior, we will terminate your account.
Proprietary Rights and Limitations on Use
Gemini is our proprietary platform. Gemini is protected by copyright and other intellectual property laws. Except as set forth in our API agreement (“API Agreement”), you agree and understand not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store Gemini source code or similar proprietary or confidential data or other similar information provided via Gemini, without our express prior written consent. You may not use Gemini for any unlawful purpose.
We hereby grant you a non-assignable and non-exclusive personal, worldwide, royalty-free license to use Gemini and to access Gemini Market Data and other informational content through Gemini in accordance with our API Agreement and this User Agreement. All other uses are prohibited. All rights in and to Gemini, and not granted herein, are reserved.
Gemini and the Gemini logo (whether registered or unregistered) (the "Gemini Marks") are proprietary marks licensed to Gemini and protected by applicable trademark laws. Nothing contained in this User Agreement should be construed as granting any license or right to use any of the Gemini Marks displayed here without our express written consent. Any unauthorized use of the Gemini Marks is strictly prohibited.
Also, you may not use any of the Gemini 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, fiat currency, 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 Gemini or any portion thereof, without a separate written agreement with us. We may use technology that is the subject of one or more pending patent applications.
Service Modifications
You agree and understand that we may modify part of or all of Gemini without notice.
Downtime and Maintenance
You agree and understand that part of or all of Gemini may be periodically unavailable during scheduled maintenance or unscheduled downtime (collectively, “Downtime”).
For information on Gemini’s scheduled maintenance windows, please see our Marketplace page here:
You agree and understand that Gemini is not liable or responsible to you for any inconvenience or damage to you as a result of Downtime. Following Downtime, when services resume, you understand that market conditions and prices may differ significantly from the market conditions and prices prior to such Downtime.
Conflicts of Interest
Gemini EU has a Conflicts of Interest Policy which sets out the effective organizational and administrative arrangements that have been put in place to identify, prevent, manage and monitor conflicts of interest that entail a material potential risk of damage to the interests of Gemini Customers. Gemini EU shall take all appropriate steps to prevent conflicts of interest from constituting or giving rise to a material risk of damage to the interests of Gemini Customers. Any conflicts of interest disclosure are available on our website in accordance with Applicable Laws and Regulations.
You agree and understand that we and our affiliates, shareholders, controlling persons, principals, directors, managers, officers, employees, and representatives or their respective affiliates (collectively, “Related Parties”) may directly or indirectly, including through interests in other entities, own, control, lend, borrow, or trade (each, to “Transact”) in a Digital Asset or related financial instruments, including, without limitation, a security, bond, money market, and/or derivative (collectively, “Financial Instruments”), for their own account or on behalf of other persons or entities, at any time prior to and/or after we choose to support such Digital Asset on the Gemini Services and make it a Supported Digital Asset or increase the scope of the Gemini Services made available for a Digital Asset that is already a Supported Digital Asset. You also agree and understand that we and our Related Parties may Transact in a Digital Asset or related Financial Instruments for their own account or on behalf of other persons or entities, at any time prior to and/or after we choose to no longer support such Digital Asset on the Gemini Services and make it an Unsupported Digital Asset or decrease the scope of the Gemini Services made available for a Digital Asset that is a Supported Digital Asset.
You agree and understand that we and our Related Parties may have certain actual or potential conflicts of interest related to our decision to support or not support a Digital Asset or increase or decrease the scope of the Gemini Services made available for such Digital Asset. Without limiting any of our obligations to you under this User Agreement and to the extent permitted by law, you hereby agree to waive any claim or other similar cause of action, whether direct or indirect, against us or our Related Parties, in which there is asserted a breach of duties, conflict of interest, or other similar violation or offense with respect to, or arising out of, us and/or our Related Parties Transacting in Digital Assets or related Financial Instruments, as described herein.
You agree and understand that we may use our own services, including the Gemini Services. You further agree and understand that our Related Parties may be Gemini Customers and may use the services offered by us to Gemini Customers, including without limitation, the Gemini Services.
Risks
Please note the following risks in accessing or using Gemini:
The risk of loss in trading Digital Assets may be substantial and losses may occur over a short period of time;
The price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;
Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets;
In your jurisdiction, Gemini may not be regulated as a financial institution;
Fiat currency in the Fiat Account of your Gemini Account may not be subject to applicable deposit insurance protection;
Digital Assets in the Digital Asset and/or Custody Account of your Gemini Account are not subject to deposit insurance protection;
Digital Assets are not legal tender and are not backed by the government;
Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
Some Digital Asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction;
The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency or Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear;
The nature of Digital Assets may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by Gemini may prevent the access to or use of your Digital Assets; and
Any bond or trust account maintained by Gemini for the benefit of our Users may not be sufficient to cover all losses due to theft or fraud incurred by Users.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that Gemini does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You agree and understand that you access and use Gemini at your own risk; however, this brief statement does not disclose all of the risks associated with Digital Assets and using Gemini. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your Gemini Account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.
Third-Party Websites
Gemini may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. You agree and understand that Gemini 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. Gemini is providing these links to you only as a convenience.
Third-Party Service Providers
You agree and understand that we may use third parties to gather, review, and transmit your data and activity from one or more of your financial institutions to us. By using Gemini, you agree to grant third-party providers that we may engagethe right, power, and authority to access and transmit your data, activity, and personal and financial information from one or more of your financial institutions to us in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.
You agree and understand that we may use third parties to gather, review, and submit or facilitate submitting your data and activity from us to regulatory authorities on our behalf. By using Gemini, you agree to grant third-party providers that we may engage, the right, power, and authority to access and submit your data, activity, and personal and financial information to regulatory authorities on our 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 us 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 we may provide through Gemini has been obtained from Information Providers and sources we believe are reliable; however, we cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the Information Providers. 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 our written consent or the consent of the Information Provider, if required.
Tax Advice and Information
You agree and understand that Gemini does not provide legal, tax, or investment advice, and to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction prior to using Gemini or implementing any financial plan. We will, however, provide you with any necessary information required of you by the applicable governmental agency if you have executed at least one Trade on Gemini. Please email compliance@gemini.com if you have any questions. Non Solicitation
You agree and understand that all Orders received through and by Gemini are considered unsolicited, which means that you havenot received any investment advice from us or any Gemini Service Provider in connection with any Orders you place, including those you place via our API, and that we do not conduct a suitability review of any Orders you place, including those you place via our API. You also agree and understand that you havenot and do not expect to receive any investment advice from us nor any of our affiliates in connection with your Orders. In addition, you agree and understand that your review of our blog and/or FAQ does not constitute any solicitation or investment advice.
Investment Advice
You agree and understand that all investment decisions are made solely by you. Notwithstanding anything in this User Agreement, you agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, your decisions. You agree and understand that under no circumstances will the operation of Gemini and your use of Gemini be deemed to create a relationship that includes the provision of or tendering of investment advice.
Sophisticated Investing
You agree and understand that by using Gemini and placing Orders, you have sufficient knowledge to place such Orders. You are responsible for making sure that any Orders placed by you are accurate and intentional. We may, in some cases, and at our sole discretion, require secondary electronic, verbal, written or other confirmation before acting if your account activity is outside of its normal range of activities.
You agree and understand that the information and services provided by Gemini are not provided to, and may not be used by, any individual or institution 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 organization, or where Gemini is not authorized to provide such information or services. Gemini may not be available in all jurisdictions.
Accessing Gemini
You agree and understand that you are not allowed to enter any restricted area of any computer or network of Gemini or any Gemini Service Provider under any circumstances, or perform any functions that are not authorized by this User Agreement. You should never access Gemini from an unsecured or public computer and/or network.
Press Guidelines
We encourage and hereby authorize press and media to refer to Gemini, provided that any reference is accompanied by:
Attribution to Gemini, and
A hyperlink to Gemini.com, when possible.
Prohibited Use
Sanctions and Export Controls
The services we provide are subject to Maltese, European Union and other international export controls and economic sanctions requirements. By purchasing Digital Assets on Gemini, you represent and warrant that your acquisition and use of any such Digital Assets comports with those requirements. Without limiting the foregoing, you may not buy Digital Assets on Gemini or use any of our services that we provide if: (i) you are in, under the control of, or a national or resident of any country or region subject to sanctions or embargoes issued by OFAC, the U.S. Department of State, the United Nations Security Council, the Council of the European Union, the Minister of Foreign and European Affairs in Malta, the UK’s HM Treasury's financial sanctions regime, or any other applicable government authority (each, a “Prohibited Jurisdiction”); (ii) you are subject to sanctions and restrictive measures issued by the Minister of Foreign and European Affairs in Malta, the United Nations Security Council and/or the Council of the European Union, or on OFAC’s Specially Designated Nationals List, the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List, or the HM Treasury's financial sanctions regime, or any similar list of restricted persons issued by an applicable government authority (each, a “Governmental Watchlist”) ((i) and (ii), a “Sanctioned Person”); or (iii) you intend to sell any Digital Assets bought on Gemini or offer any services that we provide on Gemini to any Prohibited Jurisdiction or Sanctioned Person.
Gambling Policy
You agree and understand that we have the right to immediately (i) suspend your account and any related account, (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to Gemini, if we suspect, in our sole discretion, any such accounts to be in violation of our terms, prohibiting using Gemini Account for illegal gambling.
You agree and understand that if your account or any related account is determined, in our sole discretion, to be in violation or to have been in violation of any provision of our rules above, which is a direct violation of this User Agreement, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations.
General Provisions
You agree and understand to be legally bound by the terms and conditions set forth in this User Agreement and that this User Agreement governs your use of Gemini and the services we provide. By clicking “I AGREE,” during the account opening process, you agree to be legally bound by the terms and conditions of this User Agreement and agree and understand that you have received the disclosures set forth herein. If you do not agree to be legally bound by the terms and conditions of this User Agreement, do not click “I AGREE” and please do not visit, access, or use Gemini in any capacity or manner. Whether or not you click “I AGREE,” if you sign up for an account and use Gemini in any capacity or manner, you agree, 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 we nor any Gemini Service Provider are giving investment advice, tax advice, legal advice, or other professional advice by allowing you to use Gemini and the services we or any Gemini Service Provider provide, including, but not limited to, the ability to buy, sell, or store Digital Assets or fiat currency. In addition, neither we nor any Gemini Service Provider recommend, or endorse that you buy or sell Digital Assets, including bitcoin, ether, or any other asset, or that you make any investment or enter into any Trade. Before engaging in any trading or investment activity, you should always consult a qualified professional.
THE SERVICES WE AND GEMINI SERVICE PROVIDERS PROVIDE ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. NEITHER WE NOR ANY GEMINI SERVICE PROVIDER REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NON INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF GEMINI OR THE INFORMATION CONTAINED THEREIN OR SERVICES CONTAINED THEREON. GEMINI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE OR USE OF THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.
Disclaimer of Liability
EXCEPT TO THE EXTENT REQUIRED BY LAW, NEITHER WE NOR ANY GEMINI SERVICE PROVIDER SHALL BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES, INCLUDING LOST TRADING OR OTHER PROFITS, DIMINUTION IN ASSET VALUE, OR LOST BUSINESS OPPORTUNITIES (EVEN IF WE AND/OR ANY GEMINI SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS USER AGREEMENT, YOUR USE OR ATTEMPTED USE OF GEMINI, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS USER AGREEMENT. GEMINI’S TOTAL LIABILITY FOR BREACH OF THIS AGREEMENT SHALL BE LIMITED BY THE VALUE OF ANY OF YOUR ALLEGEDLY LOST FIAT CURRENCY AND DIGITAL ASSETS IN THE CUSTODY OF GEMINI AT THE TIME OF LOSS.
YOU AGREE AND UNDERSTAND THAT NEITHER WE NOR ANY GEMINI SERVICE PROVIDER SHALL BE LIABLE FOR DELAYS OR INTERRUPTIONS IN SERVICE CAUSED BY AUTOMATED OR OTHER COMPLIANCE CHECKS OR FOR OTHER REASONABLE DELAYS OR INTERRUPTIONS IN SERVICE, BY DEFINITION TO INCLUDE ANY DELAY OR INTERRUPTION SHORTER THAN ONE WEEK, OR DELAYS OR INTERRUPTIONS IN SERVICE BEYOND THE CONTROL OF GEMINI OR ITS SERVICE PROVIDERS.
THIS LIMITATION ON 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 YOUR 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 INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. NEITHER WE NOR ANY GEMINI SERVICE PROVIDER GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO GEMINI.
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.
Reasonable Care
We agree to take reasonable care and use commercially reasonable efforts in executing our responsibilities to you pursuant this User Agreement, or such higher care where required by law or as specified by this User Agreement.
You agree that we cannot be held responsible for any failure or delay to act by any Gemini Service Provider, including our Banks, or any other participant that is within the time limits permitted by this User Agreement or prescribed by law, or that is caused by your negligence.
You further agree that neither we nor any Gemini Service Provider can be held responsible for any erroneous Order or Trade (as defined in the ‘Clearly Erroneous Transaction Policy’ section) or “System Failure” (defined as a failure of any computer hardware or software used by Gemini, a Gemini Service Provider, or any telecommunications lines or devices used by Gemini or a Gemini Service Provider), or Downtime, which prevents us from fulfilling our obligations under this User Agreement, provided that we or the relevant Gemini Service Provider (as applicable) used commercially reasonable efforts to prevent or limit such erroneous Orders, erroneous Trades, System Failures, or Downtime. You also agree that neither we nor any Gemini Service Provider can be held responsible for any other circumstances beyond our or such Gemini Service Providers’ (as the case may be) reasonable control.
In addition, you agree and understand that any act or omission made by us or any Gemini Service Provider in reliance upon or in accordance with any provision of any Applicable Laws or Regulations shall constitute reasonable care and be commercially reasonable.
We use commercially reasonable efforts to provide you with reliable and secure services. 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 our control. These factors can contribute to delays, errors in service, or system outages. You may experience difficulties in accessing your Gemini Account, withdrawing your fiat currency or Digital Assets, transferring your fiat currency or Digital Assets, and/or placing and/or canceling Orders.
Force Majeure
You agree and understand that in no event shall we or any Gemini Service Provider be liable for any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition, whether or not foreseeable, beyond our or any Gemini Service Providers’ reasonable control, including, but not limited to, any act of God, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency or interruption, loss, or malfunction of equipment or utility, communications, computer (hardware or software), Internet or network provider services.
Indemnities
In no event shall we or any Gemini Service Provider be liable for any act, omission, error of judgment, or loss suffered by you in connection with this User Agreement or your use or attempted use of Gemini. You agree to indemnify and hold us and all Gemini Service Providers harmless from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of Gemini, or our and any Gemini Service Providers’ performance or nonperformance of duties to you.
Legal Costs
You agree to indemnify us and any Gemini Service Provider for actual, reasonable legal costs and expenses directly related to your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of Gemini. As a result, we will be entitled to charge your Gemini Account for such costs without notice, including legal and enforcement related costs that we incur. Any withholding will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and we may place any amounts garnered from you in a separate account, and will pay you the remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of said account until the matter is resolved. We will provide copies of all invoices on request.
Entire Agreement
This User Agreement, our Privacy Policy, our API Agreement, and our Order Execution Policy, summary of the Custody Policy, our Conflicts of Interest Policy and any other policies, procedures or documentation, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and Gemini EU 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), as well as every nature between and among you and us.
Separately Negotiated Arrangements
From time to time, we may, subject to Applicable Laws and Regulations and as determined by us in our sole discretion, enter into separately negotiated arrangements with certain Gemini Customers 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 Gemini Customer’s relationship with and use of Gemini. 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 customized market information not generally available to other Gemini Customers (subject to the terms of the Gemini API Agreement); (iii) preferred access to Gemini customer service resources; or (iv) an agreement to permit representatives of such Gemini Customer to serve on any customer representative bodies or advisory committees that we may form.
Any such separately negotiated arrangements will be entered into based on factors or considerations determined by us to be relevant in our sole discretion, and arrangements or terms offered to one Gemini Customer generally are not available to all, or even any, other Gemini Customers. Examples of factors we may consider in deciding whether to negotiate customized terms via a confidential side letter or similar agreement include, but are not limited to: (i) whether a Gemini Customer plans to or is expected to conduct a significant or high volume of trading activity, or (ii) whether a Gemini Customer is subject to specific and unique legal, tax, or regulatory obligations or requirements. You agree and understand that you nor any other Gemini Customer shall have any right or legal recourse against us or any Gemini Customer that receives additional or different rights or terms as a result of a separately negotiated arrangement. You further agree and understand that the validity of or enforceability of the terms and conditions of this User Agreement entered into by and between you and Gemini EU, shall not be affected by the existence of or the terms and conditions of any separately negotiated arrangement with any Gemini Customer.
Assignment
This User Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This User Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
Relationship of the Parties
You agree and understand 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. Except for the indemnity and exculpation provisions herein, 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, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
Injunctive Relief
You agree and understand that your obligations and the obligations of each user set forth in this User Agreement are necessary and reasonable in order to protect us and our business. You expressly agree that due to the unique nature of our business, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this User Agreement. Accordingly, you agree and understand that any such violation or threatened violation shall cause irreparable injury to the us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to obtain injunctive relief against any threatened breach of this User Agreement or your continuation of any such breach, without the necessity of proving actual damages.
Severability
You agree and understand that if any provision of this User Agreement, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of this User Agreement shall not be affected.
Change of Control
In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Survival
You agree and understand 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, sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds, general use of Gemini, disputes with us, and general provisions, shall survive the termination or expiration of this User Agreement.
Miscellaneous
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 the express context otherwise requires: (i) the words “hereof,” “herein,” “hereunder” and words of similar import, when used in this User Agreement, shall refer to this User Agreement as a whole and not to any particular provision of this User Agreement; (ii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iii) wherever the word “include,” “includes” or “including” is used in this User Agreement, it shall be deemed to be followed by the words “without limitation”; (iv) the word “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”; and (v) the word “or” shall not be interpreted to be exclusive.
English Language Controls
Notwithstanding any other provision of this User Agreement, any translation of this User Agreement is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language.
Written Notice
If we send an email to the email address on record for your User Account, you agree and understand that this constitutes written notice (“Written Notice”) from us to you. If you email support@gemini.com, this constitutes a Written Notice from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission. Business Day
A business day (“Business Day”) shall mean any day other than a Saturday, a Sunday, or day when banks located in the Republic of Malta are closed for a legal holiday or by government directive.
Non-Waiver of Rights
This User Agreement shall not be construed to waive rights that cannot be waived under Applicable Laws and Regulations. In addition, our failure to insist upon your strict compliance with any term or provision of this User Agreement shall not be construed as a waiver for you to not comply with such term or provision.
Governing Law
This User Agreement, your use of Gemini, your rights and obligations, and all actions contemplated by, arising out of or related to this User Agreement shall be governed by the laws of the Republic of Malta.
Dispute Resolution
You and Gemini EU agree that good-faith, informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. Each party agrees that any dispute arising out of or in connection with this User Agreement or any document or transaction in connection with this User Agreement (including any dispute or claim relating to (i) the existence, validity or termination of this User Agreement, and (ii) any non-contractual obligations arising out of or in connection with this User Agreement) (each referred to as a “Dispute”) shall, at first instance, be referred to and resolved amicably through negotiation.
In such case, a party who intends to seek redress must first send, to the other party, a written Notice of Dispute (“Dispute Notice”). Any Dispute Notice to Gemini must be sent to support@gemini.com (“Notice Address”). Any Dispute Notice to you by Gemini EU will be sent to the email address registered with your Gemini Account. Any Dispute Notice must include: (a) the name, address, and email address of the party providing the Dispute Notice; (b) a description of the nature and basis of the claim or dispute, including any relevant facts regarding Gemini or your use of Gemini; (c) an explanation of the specific relief sought, including the total damages sought, if any, and the basis for the damage calculations; (d) a signed statement from the party providing the Dispute Notice verifying the accuracy of the contents of the Dispute Notice; and (e) if the dispute is from you, and you have retained an attorney, a signed statement from you authorizing Gemini to disclose your account details to your attorney if necessary in resolving your claim or dispute. Any Dispute Notice from you must be individualized, meaning it can only concern your dispute and no other person’s dispute. Similarly, any Dispute Notice from Gemini must be individualized, meaning it can only concern you and no other person. You agree that compliance with these informal dispute resolution procedures is a condition precedent to commencing arbitration proceedings as described below. If you and Gemini do not reach an agreement to resolve a claim within sixty (60) days after the Demand Notice is received, you and Gemini may commence arbitration proceedings; except that, if either you or Gemini send the other an incomplete Dispute Notice, the sixty (60)-day period begins only after a complete Dispute Notice is received. With arbitration proceedings, the Dispute shall be referred to and finally settled by arbitration under the Arbitration Rules of the Malta Arbitration Centre, in accordance with Part V (International Arbitration) of the Malta Arbitration Act (Chapter 387, Laws of Malta). The arbitral tribunal shall consist of a sole arbitrator appointed by agreement between the parties or, failing agreement within fourteen (14) days, by the Malta Arbitration Centre. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the parties, and judgment upon such award may be entered in any court having jurisdiction.
In the eventuality that even the said arbitration fails, the Dispute will be referred to the competent court having jurisdiction in Malta. The award shall be subject to the Appellate jurisdiction of the Courts of Malta.
EVEN IF YOU AND GEMINI HAVE ENTERED INTO ANY OTHER AGREEMENT, THESE DISPUTE RESOLUTION TERMS SHALL GOVERN THE RESOLUTION OF ANY AND ALL DISPUTES ARISING FROM OR RELATED TO THE RELATIONSHIP BETWEEN YOU AND GEMINI.
A printed version of this User Agreement shall be admissible in judicial or administrative proceedings.
Questions, Feedback, and Complaints
If you have any questions, would like to provide feedback, or would like more information about Gemini, please feel free to reach out or visit our Help Center. If you would like to lodge a complaint, please contact our Customer Support Team by also visiting our Help Center. Gemini EU maintains appropriate procedures for the prompt, fair and consistent handling of any complaints. A client may file complaints free of charge. We will investigate all complaints in a timely and fair manner – and communicate the outcome within a reasonable period of time.
You may access on our complaints-handling procedures (including, a template form for complaints) on our website at the following link.
Submissions to Gemini
We cannot agree to obligations of confidentiality or nondisclosure with regard to any unsolicited information you submit to us, regardless of the method or medium chosen. By submitting unsolicited information or materials to us or any Gemini Service Provider, you or anyone acting on your behalf, agree that any such information or materials will not be considered confidential or proprietary.
We do not provide any facility for sending or receiving private or confidential electronic communications. You should not use Gemini to transmit any communication for which you intend only you and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered using Gemini can and may be read by us, regardless of whether we are the intended recipients 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.
