These terms and conditions (these “Terms”) of this Appendix A (this “Appendix”) are incorporated into, and form part of, the Gemini User Agreement (the “User Agreement”). All terms defined in the User Agreement apply unless otherwise defined herein. To the extent any conflict exists between a provision of this Appendix and a provision of the User Agreement, these Terms will govern solely with respect to Margin Trading (to the extent permitted).
Eligibility; Application; Certification
Margin Trading services under this Appendix shall be made available only to Gemini Customers of Gemini Moonbase, LLC who qualify as Eligible Contract Participants (“ECPs”) under the U.S. Commodity Exchange Act (or equivalent definitions under applicable jurisdiction), the full requirements of which can be found under Section 1a(18) of the Commodity Exchange Act. By applying for Margin Trading, you represent, warrant, and certify that you satisfy all applicable criteria for ECP status.You must submit a certification (or documentation) to confirm ECP status. Gemini reserves the right at any time to request supporting documents or evidence, and to verify, suspend, or revoke your certification or ECP status if Gemini, in its sole discretion, determines that your ECP status is no longer valid or applicable.
Even if you are an ECP, Margin Trading will not be automatically enabled. Gemini may use any information it has available including client due diligence information, onboarding information or trade data to reasonably determine whether you qualify as an ECP or whether more information is required. Gemini may impose minimum thresholds (e.g., net worth, trading history, Collateral levels based on Margin Asset Value) or additional eligibility criteria in its sole discretion before granting Margin Trading privileges.
Margin Trading privileges may be suspended or revoked if Gemini determines (in its sole discretion) that you no longer qualify as an ECP, fail to maintain eligibility, or violate any Margin Trading rules or these Terms.
Interpretations and Definitions
“Borrowed Amount” means the funds and assets borrowed by you from us to enable you to execute a transaction using the borrowed funds or assets, through the Margin Trading features available on the Gemini Exchange.
“Collateral” means any and all assets in your Margin Account, valued in accordance with the Margin Asset Value methodology, that are committed by you in order to obtain a Borrowed Amount.
“Interest” means the prevailing rates of interest charged for a Borrowed Amount.
“Liquidation” means a forced sale of an asset arising from either Collateral or Margin not meeting Margin Requirements including insufficient Margin Asset Value.
“Margin” means the amount of assets you borrow from us for the purposes of Margin Trading based on the MAV of your collateral and the prevailing Margin Requirements.
“Margin Account” means a Gemini Account where Margin Borrowed Amount is made available to you, a User.
“Margin Asset Value” or “MAV” means the valuation guidelines used by us in our sole discretion to determine the value of Collateral in United States Dollars for the purposes of determining the amount of extendable Margin.
“Margin Call” means a notification by us to you to increase the Collateral.
“Margin Requirements” means the prevailing requirements in respect of the Margin Trading service, including the requirements of minimum Collateral (based on MAV) needed to be maintained for each respective supported Digital Asset or in US Dollars (as the case may be), limits and Interest for the grant of our Margin, which we may amend from time to time at our sole discretion without prior notice to you.
“Margin Trade” means any transaction exceeding the underlying value of your Collateral in which assets of the transactions are purchased entirely or partially through the use of Margin.
“Margin Trading” means your engagement in any Margin Trade.
“Margin Trading Product” means any asset, position or product purchased with the use of Margin or through Margin Trading.
Interest Accrual and Posting; Rounding
Interest on any Margin Loan accrues hourly at the applicable APR using sub-cent precision. Upon posting the accrued interest is truncated to the number of decimal places supported for the relevant loan asset (the “Supported Precision”). For U.S. dollar denominated balances the Supported Precision is two (2) decimal places. Any fractional amount below the Supported Precision is rounded down, not charged and not carried forward (each, a “De Minimis Amount”).
The Exchange’s decision not to assess De Minimis Amounts does not waive amounts otherwise due and does not create any credit or refund obligation. The Exchange may change this practice prospectively with notice as required by law and may correct posting errors at any time.
Margin Risk Disclosures
We are furnishing this document to you to provide some basic facts about purchasing Digital Assets on Margin, and to alert you to the risks involved with trading Digital Assets in a Margin Account. Before trading Digital Assets in a Margin Account, you should carefully review these Terms.
When you purchase Digital Assets, you may pay for the Digital Assets in full or you may borrow part of the purchase price. The Digital Assets purchased contribute towards Gemini’s collateral for the Borrowed Amount. If the Digital Assets in your Margin Account decline in value, so does the value of the Collateral and the MAV supporting your Borrowed Amount, and as a result, Gemini can take action, such as issue a Margin Call and/or sell Digital Assets in your Margin Account, in order to maintain the required equity in the Margin Account.
It is important that you fully understand the risks involved in trading Digital Assets on Margin. These risks include the following:
Using Margin to support spot transactions poses a high degree of financial risk and isn't suitable for everyone. You can rapidly lose all of the funds you deposit for trading in your Margin Account.
You should examine your financial objectives, financial resources and risk tolerance to determine whether receiving extensions of Margin secured by the assets in your Margin Account is appropriate for you.
Because Digital Asset markets operate continuously, you may be unable to monitor your positions at all times. You acknowledge that this increases the risk of sudden Margin Calls and automatic Liquidations occurring while you are unavailable to respond.
We may require you to immediately deposit additional funds into your Margin Account, and not doing so may lead to automatic Liquidation. The prices of Digital Assets are highly volatile and a decline in the value of assets that are traded on Margin may require you to provide additional funds to us, on short notice or with no notice, to avoid the automatic Liquidation of assets in your Margin Account(s).
You may only borrow funds if you have sufficient Collateral in your Margin Account.
You authorize us to sell assets in your Margin Account without further notice to you. If the equity in your Margin Account is below our maintenance Margin Requirements (i.e., greater than zero MAV), you authorize us to sell assets in your Gemini Account to cover the Margin deficiency. We may or may not issue a Margin Call. You will be responsible for any shortfall in the account, based on MAV, after such a sale. As Digital Asset markets are open 24 hours a day, 7 days a week, Margin Calls and Liquidations may occur at any time, including outside of normal business hours.
You authorize us to sell your Digital Assets without contacting you. We have no obligation to contact you for a Margin Call to be valid, and we may liquidate Digital Assets in your Margin Account without contacting you first. While we may attempt to notify you of Margin Calls, we are not required to do so. Moreover, even if we have contacted you and provided a specific date by which you must meet a Margin Call, we may still immediately sell assets in your Margin Account without notice to you and without waiting for the specific date to meet a Margin Call.
We can increase maintenance Margin Requirements without advance notice. Increased maintenance Margin Requirements may result in the issuance of a maintenance Margin Call. Your failure to satisfy the Margin Call may cause us to liquidate or sell Digital Assets in your Margin Account(s) or other accounts with Gemini. We are not responsible for delays in the release of funds intended to satisfy the Margin Call, including but not limited to internal holds on funds exceeding verification limits, delays in the transfer of funds from external accounts maintained by third-party financial institutions, and failure of proper routing of funds through financial networks. The funds won't count towards meeting the maintenance Margin Requirements until the funds are released.
You are not entitled to an extension of time on a Margin Call. While we might grant you an extension of time to meet Margin Requirements under certain conditions, you don't have a right to any extension, and our granting of an extension in one case does not mean it will be extended in any future cases (even if similar). Moreover, even if we have agreed to an extension of time to meet Margin Requirements, we may still immediately sell assets in your account without notice to you and without waiting for the expiration of the extension of time to meet a Margin Call.
Acknowledgement and Assumption of Risks
You understand, acknowledge, and agree that:
You won't enable a Margin Account, initiate a Margin Trade, or receive an extension of Margin without having read and understood in full this Appendix, including the above Section 1 (Margin Disclosure Statement);
By enabling a Margin Account, initiating a Margin Trade, or receiving an extension of Margin, you understand all the risks involved with trading assets in a Margin Account or conducting Margin Trade including all risks disclosed in this section, as well as all additional risks regarding Margin Accounts, Margin Trades, and extensions of Margin;
You are solely responsible for, and you assume in full, all risks regarding Margin Accounts, Margin Trades, and extensions of Margin, including all risks disclosed in this section;
We disclaim and have no responsibility for any loss, liability, or damage you may incur, directly or indirectly, as a result of your use of a Margin Account, your conducting Margin Trade, or your obtaining extensions of Margin;
By enabling a Margin Account, initiating a Margin Trade, or receiving an extension of Margin, you have determined that purchasing and selling Digital Assets with the use of Margin is appropriate for you; and
You acknowledge that certain Digital Assets may have limited liquidity, and forced Liquidation may occur at disadvantageous prices, resulting in losses materially greater than those anticipated.
Representations and Warranties
You represent and warrant that:
the assets committed in your Margin Account as Collateral to participate in Margin are not borrowed and are totally unencumbered by any mortgage, charge, lien or other interest; and
you have read, understood and accepted risk disclosure set out above and the Margin Requirements in relation to borrowing risks and accepted the obligations to Gemini.
You agree and undertake to notify us when either of the above representations and warranties cease to be true.
Margins and Automatic Liquidation
Margins are subject, at all times, to Margin Requirements established by us, and you agree and undertake to maintain your Margins within Margin Requirements. We reserve the right to modify Margin Requirements and/or MAV guidelines applicable to you or any User at any time, in our sole discretion without prior notice to you. Any Margin Requirements provided on the Gemini Website or the Gemini Platform are only indicative and do not reflect the actual Margin Requirements which can change rapidly in our sole discretion and without prior notice depending on market conditions.
For the purposes of determining your compliance with our Margin Requirements, we will, in our sole discretion, determine the MAV of assets in your Account. Our calculations may differ from the valuation and prices disseminated by other markets, and you agree to subject yourself unconditionally to our MAV.
You may draw upon the available Margin from your Account only for Margin Trading and to hold Margin Trading Products purchased through the Margin provided that you maintain sufficient Collateral in your Margin Account at all times as required under prevailing Margin Requirements.
Our Margin Requirements or risk control may include leverage ratio limits or position size limits. If these limits are reached or exceeded, you may not be able to place new Margin Trades or other orders and you authorize us to liquidate existing Margin Trading Products, close open Margin Trades and/or enter into risk-reducing transactions on your behalf without prior notice to you and in our sole discretion, in order to bring your Account back into compliance with the relevant Margin Requirements.
You acknowledge and agree that you are solely responsible for monitoring your Margin Account and the applicable Margin Requirements and/or MAV guidelines and for maintaining sufficient Collateral at all times to meet our Margin Requirements with relevant haircut or other adjustments as determined in our sole discretion. This obligation applies at all times, including during periods of high volatility, in order to avoid Liquidation.
You acknowledge and agree that we typically do not issue Margin Calls and we will not credit your Account or increase your Margin to meet any Margin deficiencies as per this Agreement. Instead, we will liquidate positions in your Account in order to satisfy Margin Requirements without prior notice to you and without giving you the opportunity to choose the positions to be liquidated, the timing or the order of the Liquidation. You understand, acknowledge and agree that we have no obligation to contact you for a Margin Call. You therefore authorize us to sell your assets without contacting you.
You acknowledge and agree that:
we shall be entitled, but have no obligation, to issue Margin Calls to you. We typically do not issue Margin Calls, and it is your sole responsibility to monitor your Margin Account, the applicable Margin Requirements and/or MAV guidelines, and to adjust your positions from time to time, particularly in periods of high volatility, in order to avoid Liquidation;
you are solely responsible for monitoring your Margin Account, the applicable Margin Requirements and/or MAV guidelines, and for maintaining sufficient Collateral at all times to satisfy the Margin Requirements, to ensure that the Margin Requirements are met, especially during volatile periods, regardless of whether or not a risk alert and/or Margin Call has been issued;
any of your failure to satisfy a Margin Call or any failure to otherwise maintain sufficient Collateral in your Account may lead to your Account being subject to certain restrictions, or your positions being subject to Liquidation. For the avoidance of doubt, Margin or Collateral calculations are subject to MAV, and thus assets deposited or used by you for Margin or Collateral will often be valuated at an adjusted value rather than their current market value;
any losses from Liquidation are your responsibility and shall be borne by you. This includes situations where there is an automatic Liquidation of your position due to sharp price fluctuations in assets within a short period of time; and
we shall have no liability to you or any third party in connection with any Liquidation arising from or in connection with:
any failure to issue a risk alert and/or Margin Call;
any delay or glitch in the issuance of risk alert and/or Margin Call; and
any delay in your receipt of any risk alert and/or Margin Call.
You further acknowledge and agree that:
you shall be liable for all transaction fees or other fees or costs relating to the Liquidation;
you shall be liable for any losses resulting from the Liquidation; and
we shall not be liable for any losses resulting from the Liquidation, should we exercise any or all of our rights under this Agreement.
We may reject any Margin Trade if your Margin Account has insufficient Collateral to meet Margin Requirement and can delay the processing of any order while determining the Margin status of your Margin Account.
If you have multiple Margin Accounts or subaccounts, we shall have the sole discretion of treating such accounts as either whole or separate for the purposes of applying Margin Requirements. You therefore acknowledge and accept that this may cause the total Margin Requirements to be higher than otherwise indicated and could cause your positions to be liquidated in one Margin Account or subaccount notwithstanding excess assets in any of the respective Margin Accounts.
You will not rely on us to close or liquidate positions in your Margin Account in the event you do not comply with the Margin Requirements. In particular, you shall not rely on the auto-liquidation and systems to function as a stop-loss order. You shall not assume that we shall liquidate positions to prevent you from losing more than you have deposited. Likewise, we may, in our sole discretion and our interests, delay or decide not to liquidate positions in your Margin Account with a Margin deficit and shall have no liability for any Loss you sustain in connection with such delay of or forbearance from Liquidation.
These Terms and the Margin Requirements are designed to protect the integrity of the market and are not designed to protect you. You understand and agree that by using our Margin, you are subjecting yourself to the User Agreement and these Terms, the MAV guidelines and the Margin Requirements. Our failure to apply or enforce any of these Terms or the Margin Requirements does not give you any right to bring an action against us. Nothing in this Agreement constitutes a warranty or guarantee that we will apply or enforce the Margin Requirements.
You shall repay any Lending Facilities plus Interest on demand by us. To the maximum extent permitted under applicable laws, we may, in our sole discretion, apply the proceeds from the sale of any assets in your Margin Account, first to the payment of any Interest then due, any outstanding fees, charges or other expenses then due to us, and then to the payment of any principal amount outstanding on the Lending Facilities.
You shall be solely responsible, and you assume and shall bear all risk of loss, for all conduct relating to Margin Trading or the use of Margin, including but not limited to the risks mentioned in the section entitled “Margin Risk Assumptions.” We expressly disclaim and do not take any responsibility for any loss, liability or damage incurred as a result of your access to and use of the Margin Trading services.
Security Interests
All funds or assets in your Margin Account, to the extent sufficient, are deemed pledged to us as Collateral relative to the Margin requested and granted in accordance with the prevailing Margin Requirements and/or MAV guidelines.
While any Margin position is open or any Margin obligation is outstanding, you may not withdraw or transfer assets we hold as Collateral except to the extent we determine they exceed your Margin Requirements. We may place holds, limits or delays on withdrawals to ensure compliance with Margin Requirements.
Likewise, you grant to us a perfected first-priority lien and security interest in our favor over all Digital Assets or funds in your Margin Account to secure the performance and obligations and liabilities to us arising under this Agreement or any other agreement with us to the maximum extent permitted under applicable laws.
Liquidation and Set-Off
If, at any time, your Margin Account does not meet the Margin Requirements, we may, without limiting our other rights, sell, close, or otherwise liquidate all or part of your positions, Margin Trading Products, assets or Collateral in any of your Accounts held with us or with an any agent or broker, with no order or preference, and without prior notice to you.
A Liquidation will usually occur automatically but notwithstanding the foregoing, we have no obligation to take any action if your Margin Account, Collateral or assets do not meet the Margin Requirements.
You understand and agree that we have the right, in our sole discretion but not the obligation, to liquidate and/or set-off all or any part of your positions, Margin Trading Products, assets or Collateral in any of your Accounts, individual or joint, at any time, in any manner, and in any order or preference without prior notice to you where:
your Margin Account is in a deficit;
you have insufficient Collateral to meet Margin Requirements as determined in our sole discretion subject to applicable value adjustments;
we anticipate, in our sole discretion, that your holding of any position is likely to or will result in a future violation of our Margin Requirements;
you execute a Margin Trade for which you do not have sufficient assets;
we determine, in our sole discretion, that Liquidation is necessary or advisable to cure your likely breach of one (1) or more terms in this Appendix, the User Agreement, or the Margin Requirements;
the User Agreement is terminated; or
legal or investigation proceedings are commenced by either party
(each a “Liquidation Trigger.”)
You shall be liable and shall promptly pay us for any such deficiencies in your Margin Account that arise from such Liquidation Trigger or that remain after such Liquidation. This obligation shall survive the termination of these Terms or the User Agreement.
You agree that we have no obligation to, and in some cases, no ability to liquidate any Margins, in any order or preference, so as to reduce your exposures to Interest arising from Lending Facilities. You agree and undertake to pay all Interest incurred from Lending Facilities.
We have no liability for any losses sustained by you in connection with such Liquidation (or omissions on our part to do so), even if you re-establish a liquidated position at a worse position. You shall indemnify and hold us harmless for all actions, omissions, costs, fees (including but not limited to attorney’s fees), or liabilities associated with such Liquidation undertaken by us.
We may allow you to request the order of Liquidation of assets in your Margin Account in the event of a Margin deficiency, but such requests are not binding on us and we retain the sole discretion to determine the assets to be liquidated including the order and manner of the Liquidation. We may liquidate your position through any method at our sole discretion and we or our affiliates may take the counterparty position for such Liquidations.
Default, Acceleration & Remedies
Events of Default
You will be in default under this Appendix (in addition to default under the User Agreement) upon any of the following:
failure to satisfy a Margin Call or to deposit additional Collateral when required;
failure to pay Interest, fees, or charges when due;
insolvency, bankruptcy, or winding-up proceedings commenced by or against you;
breach of any representation, warranty, or obligation under this Appendix or the User Agreement;
a material adverse change in your financial condition;
your false, misleading, or fraudulent certification regarding ECP status or other information; or
involuntary recall of borrowed assets or refusal to return borrowed assets upon demand.
Remedies
Upon an event of default, Gemini may, in its sole discretion and without prior notice:
liquidate or unwind one or more positions, sell or transfer Collateral, or otherwise realize on pledged assets;
accelerate all outstanding Margin liabilities, making them immediately due and payable;
use internal offsetting, cross-account transfers, or reallocation to satisfy obligations;
enter into hedging or protective positions on your behalf; or
pursue all remedies available under the User Agreement, at law or in equity.
Deficiency & Surplus Treatment
You remain liable for any deficiency (if Liquidation proceeds are insufficient to cover the amounts you owe). Any surplus (after satisfying obligations, fees, and offsets) will be returned to you, unless offset by Gemini under other obligations.
Reporting, Records, Audit
Gemini will maintain comprehensive records of Margin transactions, Collateral movements, Interest accruals, Margin Calls, and Liquidations, in accordance with internal and regulatory recordkeeping requirements.
Gemini may audit or review your Margin activity, require additional documentation or disclosures, and impose further restrictions or limits on your Margin usage based on such review.
Gemini may provide you with periodic statements or summaries reflecting your Margin Account status, balances, Interest charges, Collateral allocations, and positions.
Amendments, Suspension, Termination & Wind-Down
Gemini may amend this Appendix at any time, subject to the notice provisions in the User Agreement or as required by law. Continued Margin use after any amendment constitutes acceptance.
Gemini may suspend, restrict, or terminate Margin privileges at any time (in full or by product, asset, or user). Termination does not relieve you of obligations accrued prior to termination.
Upon suspension or termination, Gemini may require a wind-down period during which you must close, reduce, or unwind Margin positions in accordance with Gemini instructions.
Governing Law, Dispute Resolution, Severability & Survival
Governing Law & Arbitration
These Terms are governed by and subject to the same governing law, arbitration, and dispute resolution provisions (including any class action waiver, etc.) as in the User Agreement, except that, where necessary, Margin-specific remedies may take precedence to preserve enforceability.
Severability
If any term or provision of this Appendix is held invalid or unenforceable, the remainder of the Appendix will continue in full force and effect, to the maximum extent permitted by law.
Survival
All provisions of this Appendix necessary for enforcement, collection, or remedy of liabilities will survive termination of Margin privileges, termination of accounts, or termination of the User Agreement.
