Australia Addendum

Important terms

1. Terms of use

1. This is a contract between customers in Australia (you, your, customer, user) and Gemini Intergalactic Australia, Pty Ltd (ACN 679 765 363) (GIAPL) (Terms).
2. GIAPL operates the Gemini Platform in Australia. Through the Gemini Platform, users access services offered by GIAPL and/or its related bodies corporate and affiliates (collectively, the Gemini Group, we, our and us) as set out in Clause 5 (Services). The Gemini Platform is available through the Gemini website (including sub domains), APIs and mobile application.
3. The Terms sets out the Australia-specific terms of use governing your use of the Gemini Platform, including any content on the Gemini Platform and the provision of Services. Where there is any inconsistency between your agreements with us, the order of priority is as follows: 
   1. the terms of any GIAPL product that you must accept to receive Services in relation to that product unless otherwise expressly stated in those terms;
   2. these Terms;
   3. the User Agreement; and
   4. any other agreements.
4. You agree to be bound by these Terms where you:
   1. access or use any part of the Gemini Platform and Services; or
   2. click “I Agree”, register or create an account on the Gemini Platform.
5. You should immediately cease using the Gemini Platform and Services if you do not agree to these Terms.
6. By accessing or using the Gemini Platform, you acknowledge and agree that:
   1. the Services are intended for users within Australia only and you are within Australia;
   2. you have read and understood our Privacy Policy; and
   3. you will disclose all information to us as requested by us, whether directly or via the Gemini Platform.

2. Registration

1. Eligibility
   1. You are required to register to use the Gemini Platform. 
   2. To create an account and use the Services you must:
      1. if a natural person, be at least 18 years of age;
      2. be legally capable of entering into binding contracts;
      3. reside in Australia;
      4. satisfy other requirements, provide other information and provide any personal information or documentation:
         1. requested by us or an agent we have appointed to identify and verify your identity;
         2. as contemplated in these Terms, including those required under applicable AML/CTF Laws and GIAPL’s policies and AML/CTF Program; and
         3. as contemplated by the functionality of the Gemini Platform and the Services (eg, requirements regarding establishing a multi-factor authentication process);
      5. not have been previously suspended or removed from the Gemini Platform or use of the Services; and
      6. not currently already be registered on the Gemini Platform except where you are acting as a Designated Representative (defined at Clause 2.2(d)).
   3. GIAPL is not obliged to accept all account applications and has sole and absolute discretion to accept or reject applications to open accounts. GIAPL has no responsibility or liability towards any applicant unless and until GIAPL provides confirmation that an account has been successfully opened for such an applicant.
   4. By creating an account and using the Services, you acknowledge and confirm that you meet the criteria contained in paragraph (b).

3. Account types

1. There are two types of accounts that can be registered on the Gemini Platform, personal and business accounts.
2. Personal (or individual) accounts are registered in the name of a natural person. 
3. Business accounts are owned by a company, association, partnership, government body or other legally recognised and/or incorporated group (Institution) holding an account on the Gemini Platform in any capacity other than an individual capacity. 
4. An Institution can apply to open an account through any natural person(s) who is duly authorised by the Institution to do so (Designated Representative). Designated Representative represents, warrants and agrees, on behalf of the relevant Institution, as well as on their own behalf, that the Designated Representative:
   1. is fully authorised to bind the Institution and execute all documents or do all things necessary to otherwise complete our requirements in the Designated Representative’s stated capacity;
   2. has provided us all documents or other information necessary to demonstrate and verify that authority; and
   3. will provide other documents and complete other requirements as we may request from time to time.
5. Accounts
   1. By registering for an account, you agree you will: 
      1. keep your login credentials and other forms of authentication confidential;
      2. take all reasonable steps to protect your login credentials and any other forms of authentication; and
      3. not disclose them to any other person.
   2. If you have any suspicion that your login credentials and any other forms of authentication or other confidential information regarding your registration has been lost, stolen, accessed inappropriately or otherwise compromised, you should change your login credentials and contact us at or as soon as possible. You agree to contact us as soon as possible if you actually become aware of the theft or misappropriation of your login credentials and any other forms of authentication, or of any unauthorised access in relation to your registration.
   3. You must take your own precautions to ensure your access to the Gemini Platform and Services does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system or other personal devices.
   4. We may use your email address registered with us from time to time to send you confidential communication, including login credentials and any other forms of authentication resets. You agree to take reasonable steps to protect your registered email and keep it secure and only accessible by you. Other than to log into the Gemini Platform to access the Services, we will never ask you to disclose your login credentials and other forms of authentication to us or to any third party via email or otherwise.
   5. You must not:
      1. register multiple times; or
      2. impersonate or create an account for any person other than yourself except where you have been authorised to create a non-individual account.
   6. You may close your accounts at any time.
6. Anti-money laundering and counter-terrorism financing
   1. GIAPL is registered with AUSTRAC as a digital currency exchange service provider (DCE No. 100885370) and is required to comply with AML/CTF Laws.
   2. Prior to providing the Services to you, we will collect and verify your personal information as required under the AML/CTF Laws. We may request, and you agree to, provide more information and documentation in relation to your identity verification, source of funds, source of wealth as part of the requirements under the AML/CTF Laws as well as our internal policies and AML/CTF Program. We may also report your transaction activity or other information to AUSTRAC.
   3. You acknowledge, agree and consent to us (or any third-party monitoring services we engage) monitoring your activity on the Gemini Platform.
   4. You acknowledge and agree to provide all reasonable assistance to us in complying with our obligations under the AML/CTF Laws and warrant that all information provided to us is accurate and up to date. We may refuse to provide the Services to you and close, limit, suspend or cancel your account if you do not assist us in complying with the AML/CTF Laws.
   5. Our processes for collecting, storing and using your personal information are set out in our privacy policy. See Clause 15 for more information.

4. Use of content on the Gemini Platform

1. The Gemini Platform is subject to copyright and other intellectual property rights.
2. We grant you a personal, non-exclusive, royalty-free, revocable, limited, non-transferable licence to access and use the Gemini Platform, and information made available through the Gemini Platform, including data from third parties (Third Parties) (Third Party Data), solely for your personal, non-commercial purposes (as applicable).
3. We, our affiliates, our licensors and Third Parties retain all rights, title, and interest in and to the Gemini Platform, the Third Party Data produced by and distributed through the Gemini Platform, including (without limitation), patent, copyright, trade secret, trade market and other proprietary rights in and to the Gemini Platform and any know-how, techniques, methodologies, equipment or processes used by us, the look and feel of the Gemini Platform, all software (front-end and back-end), all registered trademarks, trademark applications, trademarks and service marks, trade names, URL registrations and all pricing information and other Third Party Data. Nothing you do on or in relation to the Gemini Platform or in connection with the Services will transfer any intellectual property rights to you or, except for the licence referred to in paragraph (b) or licence you to exercise any intellectual property rights unless this is expressly stated.
4. Except as provided in these Terms, any use or copying of the Gemini Platform or Third Party Data in whole or part for any other purpose is expressly prohibited, unless prior written consent is obtained from us. 
5. Subject to Applicable Law, we may revoke the permission referred to in paragraphs (b) and (d) at any time and may suspend or deny your access to or use of the Gemini Platform without notice if you breach, or we reasonably believe you have breached, any of these Terms.
6. For all Third Party Data:
   1. we cannot guarantee and we are not responsible for the accuracy, timeliness or completeness of Third Party Data;
   2. we do not owe you any obligations with respect to the provision of Third Party Data; and
   3. we will not be liable for Losses arising from your use of Third Party Data which we make available on the Gemini Platform except in the case of our gross negligence, fraud or misconduct in connection with making such data available on the Platform.

5. Linking to the Gemini Platform

1. We encourage you to provide links to the Gemini Platform. While you may use the name “Gemini” in the text of any such link, you may not use the Gemini logo or any of our other trademarks without our prior written consent. 
2. You must not frame the Gemini Platform or represent or imply that any part of the Gemini Platform belongs to anyone other than us.
3. If we notify you that we object to the manner in which you provide links to the Gemini Platform, you must immediately cease providing such links. 

6. Services

1. Gemini Services

• Fiat Account and Digital Asset Account in accordance with Clause 6.
• Gemini Exchange in accordance with Clause 7.

1. You acknowledge and agree that:
   1. we support, in our sole discretion, certain digital assets on certain digital asset networks and will make available on the Gemini Platform a list of supported digital assets and digital asset networks; and
   2. depositing unsupported digital assets may result in an inability to recover such assets and a total loss of funds to you and we are not liable for any Loss you may incur from this except in the case of our fraud, wilful misconduct or gross negligence.
2. We cannot warrant or guarantee that particular digital assets will be made available as part of the Services and we reserve the right, at our sole discretion, to stop supporting certain digital assets as part of the Services at any time and for any reason. Except as provided by Applicable Law, we are not liable for any Loss arising from us ceasing to support certain digital assets as part of the Services.
3. We will use our reasonable endeavours to notify you as soon as practicable through the Gemini Platform if we cease to support a particular digital asset.
4. If we remove a digital asset from the Gemini Platform and Services, any outstanding Order or instructions will be cancelled. You may, at our absolute discretion, be given the opportunity to withdraw the relevant digital asset from your Digital Assets Account. If we reasonably consider that liquidation is necessary, we may liquidate any remaining holdings of a delisted digital asset at the prevailing market rate and credit the net proceeds (after applicable fees and charges) to your Fiat Account. 

1. We reserve the right to cease offering any Service, in our sole discretion, at any time and for any reason (Discontinued Service).
2. Where GIAPL ceases offering the Discontinued Service, GIAPL will use commercially reasonable efforts to provide you with at least 7 calendar days’ notice of any such cessation (including the removal of any digital assets or digital asset networks) to the extent reasonably practicable; however, we reserve the right to immediately discontinue any Service if we reasonably believe that doing so mitigates a potential risk to our customers or GIAPL. 
3. Upon receiving notice of the Discontinued Service, you may end your use of the Discontinued Service in accordance with these Terms or, where GIAPL offers, in its discretion, a new Service, elect to migrate to the new Service in accordance with the terms communicated to you by GIAPL.

6. Fiat Account and Digital Asset Account

1. Overview
   1. Upon creating your account in accordance with Clause 2, we will issue you with:
      1. a sub-account that reflects your fiat currency balance (Fiat Account); and
      2. a sub-account that reflects your digital asset balance (Digital Asset Account).
   2. We will always display your Fiat Account and Digital Asset Account balances and transaction history through the Gemini Platform. This includes details of your trading activity such as pending transactions, deposits, withdrawals and balances.
   3. You acknowledge and agree that:
      1. the information in your transaction history is not and should not be treated as a valuation; and
      2. 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 authorised and correct, approved, and confirmed by you unless we receive Written Notice to the contrary within three calendar days from the date the communication was sent. 
   4. We will use commercially reasonable efforts to ensure that the information contained in the notices we send you and the information we display regarding your Fiat Account and Digital Asset Account balances and transaction history through the Gemini Platform is accurate and reliable; however you acknowledge and agree that:
      1. errors may sometimes occur and such errors do not impact the actual means and results of a given transaction; and
      2. it is your responsibility to review your transaction history on a regular basis.
   5. By using the Services, you represent and warrant to us at all times you use the Services that any fiat dollars or digital assets deposited or used by you in connection with the Services are owned by you and that you are validly authorised to carry out transactions using such fiat dollars or digital assets.
2. Fiat Account
   1. You can receive Australian dollars in your Fiat Account at any time by:
      1. depositing Australian dollars into the Fiat Account from an Australian bank account in your name; or
      2. making a transaction via the Gemini Exchange in accordance with Clause 7.
   2. You can use the Australian dollars in your Fiat Account at any time for:
      1. making a transaction via Gemini Exchange in accordance with Clause 7; or
      2. a withdrawal to an Australian bank account in your name, subject to Clauses 6.2(h) and 6.2(i).
   3. You acknowledge and agree:
      1. you cannot use your Fiat Account to transfer amounts to anyone but yourself or GIAPL;
      2. you do not earn any interest on Australian dollars held in your Fiat Account;
      3. your Fiat Account is not a bank account or other banking facility and any deposits in your Fiat Account are not regulated deposits for the purposes of Applicable Law and are not subject to any kinds of deposit insurance protection;
      4. GIAPL is not an authorised deposit taking institution or bank; and
      5. we do not make any representations or warranties as to the recoverability of your Australian dollars in an insolvency of GIAPL or any third party (including any other third party involved in these arrangements which holds Australian dollars). We are not and will not be responsible or liable for any Loss incurred by you as a result of any GIAPL insolvency or third party insolvency. 
   4. We are not responsible or liable for any Loss in connection with Australian fiat currency incorrectly sent by you. It is important for you to take precautions when transferring your funds or providing us with bank details. You agree to familiarise yourself with the security measures and take a greater degree of care and precaution to secure your login credentials and other forms of authentication when operating in a digital environment.
   5. Except as provided in these Terms, any use of your Fiat Account or any amounts in it for any other purpose is expressly prohibited.
   6. We will hold the Australian dollars in your Fiat Account separately from our funds; however your Australian dollars may be held together and commingled with Australian dollars received by us from other users in an omnibus account. You acknowledge and agree that we do not aggregate or pool your funds for the purposes of generating a financial return for you.
   7. If you terminate your account, we will transfer any amounts in your Fiat Account to an Australian bank account in your name as notified by you to us. It is your responsibility to ensure that your details are correct and up to date.
   8. We will process withdrawals in accordance with instructions we receive from you. We cannot reverse these withdrawals once they have been requested. You agree you are responsible for verifying all withdrawal information prior to submitting instructions to us and we are not responsible for any Loss arising from your withdrawal instruction except in the case of our fraud, wilful misconduct or gross negligence.
   9. There is up to two Business Days processing time for withdrawals and this is subject to bank holidays and the internal processes of your bank and ours. Withdrawal transfer times may also be delayed in connection with any periods when the Gemini Platform or Gemini Exchange are periodically unavailable during scheduled maintenance or unscheduled downtime (Downtime). We may also limit withdrawals (including for more than two Business Days) in the event that we suspect fraudulent or other unusual activity on your account and may request further information from you prior to allowing you to withdraw your funds or digital assets. We are not responsible for any Loss arising as a result of these delays except where caused by our fraud, wilful misconduct or gross negligence. 
3. Digital Asset Account
   1. You can receive supported digital assets in your Digital Asset Account at any time by:
      1. transferring supported digital assets from an external wallet that you control; or
      2. making a transaction via Gemini Exchange in accordance with Clause 7.
   2. You can use supported digital assets in your Digital Asset Account at any time for:
      1. making a transaction via Gemini Exchange in accordance with Clause 7; or
      2. a withdrawal to an external wallet that you control, subject to Clauses 6.3(h) and 6.3(i).
   3. You acknowledge and agree:
      1. you do not earn any interest or yield on digital assets using your Digital Assets Account;
      2. your Digital Assets Account is not a bank account or other banking facility and any deposits in your Digital Assets Account are not regulated deposits for the purposes of Applicable Law and are not subject to any kinds of deposit insurance protection;
      3. we are not an authorised deposit taking institution or bank; and
      4. we do not make any representations or warranties as to the recoverability of your digital assets in an insolvency of GIAPL or any third party (including any other third party involved in these arrangements which holds digital assets). We are not and will not be responsible or liable for any Loss incurred by the customer as a result of any GIAPL insolvency or third party insolvency. 
   4. We are not responsible or liable for any Loss in connection with digital assets incorrectly sent by you. It is important for you to take precautions when transferring your funds or providing us with wallet details. You agree to familiarise yourself with the security measures and take a greater degree of care and precaution to secure your login credentials and other forms of authentication when operating in a digital environment.
   5. Except as provided in these Terms, any use of your Digital Asset Account or any digital assets in it for any other purpose is expressly prohibited.
   6. We will hold the digital assets in your Digital Assets Account separately from our digital assets; however your digital assets may be held together and commingled with digital assets received by us from other users in an omnibus wallet. You acknowledge and agree that we do not aggregate or pool your digital assets for the purposes of generating a financial return for you.
   7. If you terminate your account, we will transfer any amounts in your Digital Assets Account to a wallet in your name as notified by you to us. It is your responsibility to ensure that your details are correct and up to date. 
   8. We will process withdrawals in accordance with instructions we receive from you. We cannot reverse these withdrawals once they have been requested. You agree you are responsible for verifying all withdrawal information prior to submitting instructions to us and we are not responsible for any Loss arising from your withdrawal instruction except in the case of our fraud, wilful misconduct or gross negligence.
   9. There is up to two Business Days processing time for withdrawals. There is a withdrawal minimum of A$10 (subject to change) for all digital assets. Any deposits or transfers of digital assets may be delayed in connection with Downtime or congestion of or disruption to an associated digital asset network or blockchain protocol. We may also limit withdrawals (including for more than two Business Days) in the event that we suspect fraudulent or other unusual activity on your account and may request further information from you prior to allowing you to withdraw your funds or digital assets. 

7. Gemini Exchange

1. Gemini Exchange
   1. We provide an interface through which you can place orders to buy and/or sell digital assets (Order) (Gemini Exchange). 
   2. Digital assets may only be exchanged for Australian fiat dollars.
   3. You acknowledge and agree that:
      1. you appoint GIAPL as your agent to act on your behalf. GIAPL will undertake transactions to execute your Orders, and otherwise deal with your fiat and digital assets for the purpose of processing and executing your Orders. GIAPL solely acts as your agent; 
      2. the appointment of GIAPL as agent under section 7.1(c)(i) does not, under any circumstances, create any relationship of employment or partnership between:
         1. GIAPL and you;
         2. GIAPL and any other party; and
         3. you and any other party or market;
      3. you have no direct relationship with any other party or market in connection with your Order;
      4. in relation to your Orders:
         1. if you are the seller, the counterparty is solely liable; and 
         2. if you are the buyer, you are solely liable,
         3. for any payment or consideration. GIAPL merely acts as facilitator and agent for the payment of such consideration and we will not be liable for the consideration except to the extent that any Loss is caused by our fraud, negligence or wilful misconduct; 
      5. you acknowledge and agree that whether GIAPL can process an Order on your behalf is not within GIAPL’s control and the execution of your Order will depend on other parties;
      6. GIAPL may, for the purposes of processing and executing your Order, enter into arrangements with parties that are related bodies corporate of GIAPL or are not licensed or otherwise regulated in Australia or any other jurisdiction;
      7. you have read and understood our Marketplace Controls and Marketplace Conduct Rules. 
      8. You must deposit funds into your Gemini Account prior to placing an Order and you must have sufficient balance to satisfy an Order. We will reject any Order that exceeds the amount of available funds in your Fiat Account or Digital Asset Account. 
      9. You acknowledge and agree that all Orders placed through Gemini Exchange are “off-chain” and not broadcast to a given blockchain.
2. Placing an Order
   1. When you place an Order, you must review the following information and confirm the following:
      1. amount of digital assets to be bought or sold;
      2. gross purchase price (buy) or sale proceeds of the Order;
      3. any fees or other charges associated with the Order;
      4. net proceeds to be transferred into the Gemini Account; and
      5. a notification that once the Order has been placed it may not be cancellable or otherwise undone. You may choose to hide this notification for future transactions.
   2. If you confirm your Order and the information in Clause 7.2(a), your Order is binding on you and we are not liable for any Loss except in the case of our fraud, wilful misconduct or gross negligence. 
   3. Subject to Clause 7.3(b):
      1. we will use all reasonable efforts to fill your Order in accordance with the information in Clause 7.2(a);
      2. we will place the full amount of funds required (including any fees) on hold in your account until the Order is filled, expired or cancelled by you;
      3. any unfilled portion of the Order will remain on hold until it fills, expires or is cancelled by you. You agree that:
         1. it is your responsibility to cancel any Order (in whole or in part) that you do not want to be filled; and
         2. you may not be able to cancel an order prior to the Order being filled (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.
3. Order handling 
   1. We do not guarantee that any Order that you place will be filled in part or in full.
   2. We reserve the right to reject or cancel any Order, or remaining portion of any Order, for any reason and will notify you as soon as practicable if we do so. This includes where the Order was placed and/or active during Downtime.
   3. Orders that are active before Downtime will be handled once the Gemini Exchange resumes operations.
   4. We are not liable 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.
   5. 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.
   6. We reserve the right to require all Orders to pass automated compliance checks. If an Order is flagged for review by any of these checks or 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 Loss arising from any delays in these circumstances. You can view the status of an Order on the Gemini Exchange. We may cancel an Order flagged for review or may require you to confirm the Order via telephone or another form of authentication prior to execution.
4. Receipts
   1. Once you have placed an Order, we will send you an email confirming the Order (Order Receipt).
   2. When your Order has been filled (in whole or in part), we will send you an email confirming the trade (Trade Receipt).
   3. Orders and Trades shall be deemed and treated as authorised and correct, approved, and confirmed by you unless, you provide us with Written Notice to the contrary within three calendar days of the date of the Order Receipt or Trade Receipt.  
   4. It is your responsibility to review your Order Receipts and Trade Receipts on a regular basis.
5. Erroneous transactions
   1. We may determine that a transaction is a Clearly Erroneous Transaction by taking into account factors including but not limited to the following:
      1. the circumstances at the time of the transaction;
      2. suspicious trading activity;
      3. violations of the Marketplace Conduct Rules; or
      4. if there was a disruption or malfunction in the operation of any trading system or component.
   2. You are responsible for ensuring that your Order is correctly entered into the Gemini Exchange. A mistake or failure to update an Order by yourself does not constitute a Clearly Erroneous Transaction. If you think a transaction is a Clearly Erroneous Transaction, you must provide Written Notice in a timely manner (generally within 24 hours of the error trade execution). 
   3. If we reasonably determine in good faith that a transaction is a Clearly Erroneous Transaction, we will notify you that we consider that the transaction is a Clearly Erroneous Transaction that must be voided, in whole or in part. If you do not agree, you can lodge a complaint in accordance with Clause 17. You must return any additional digital assets and/or fiat dollars received by you in the Clearly Erroneous Transaction. We will return any additional digital assets and/or fiat dollars received by us in the Clearly Erroneous Transaction and refund all associated fees.
   4. We will make a determination and take any action pursuant to this Clause 7.5, 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.

1. that part of or all of the Gemini Platform or Services may be periodically unavailable during Downtime. Notwithstanding anything else in these Terms, you acknowledge and agree that we are not liable or responsible to you for any inconvenience or Loss to you as a result of Downtime except as a result of our fraud, wilful misconduct or gross negligence.
2. the Platform only supports certain digital assets and blockchain protocols as displayed through the Platform and you should not attempt to use your Gemini Account to store, send, request, or receive any digital assets on unsupported blockchain protocols as this may result in the total loss of those digital assets;
3. GIAPL cannot warrant or guarantee that particular digital assets will be available as part of Gemini Exchange or the Services. GIAPL reserves the right, at its discretion, to terminate access to particular digital assets as part of Gemini Exchange and the Services;
4. we do not own or control digital asset networks or blockchain protocols 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:
5. we are not responsible for the operation of the underlying protocols, and
6. we make no guarantees regarding their security, functionality, or availability; 
7. if we determine (in our sole reasonable discretion) that providing Gemini Platform or the Services to you would be unlawful or in any way contrary to our obligations under Applicable Law, we may suspend or terminate the provision of any part of Gemini Platform or the Services to you for as long as we reasonably determine is required. You agree that when this occurs, we are not liable for any Loss arising from this and you have no claims against us to the maximum extent permitted by Applicable Law and agree to assist us with every request for information;
8. to provide all reasonable assistance to us in complying with our obligations under Applicable Law and warrant that all information provided to us is accurate and up to date. You acknowledge and agree that we may need to disclose your information at the request of a government or regulatory authority; and
9. we may, at any time refuse, suspend or terminate any part of your access to Gemini Exchange or the Services where:
   1. you have breached the Terms;
   2. you gain or attempt to gain unauthorised access to another user’s account;
   3. required by Applicable Law; or
   4. we receive a request from a law enforcement or government agency to do so.

8. Fees

1. The fees payable to us for your use of the Services are disclosed on the Platform, as amended from time to time.
2. We reserve the right to change our fees at our discretion. We will disclose the amount of fees we will charge you for the applicable Service at the time that you access the Service.  

9. Regulatory status

1. we are not an authorised deposit taking institution under the Banking Act 1959 (Cth);
2. we do not hold an Australian financial services licence or an Australian market licence for the purposes of the Corporations Act;
3. we will not support the Services in connection with digital assets that are financial products for the purposes of the Corporations Act;
4. when you use our Services, your Australian fiat dollars and digital assets will not be protected by the Financial Claims Scheme and you will not have recourse to the Australian Prudential Regulation Authority;
5. all text, images, audio recordings, video recordings, and other information and content, including but not limited to, market, exchange or trading information, tools, and indicators hosted or made available on or through the Gemini Platform or Services including Third Party Data (Materials) are provided:
6. for general information purposes only; and
7. without any regard whatsoever to the personal circumstances of any person;
8. Materials do not constitute advice regarding any digital asset or any financial product or an offer, solicitation, recommendation or invitation to buy, sell or deal in any way with any digital asset or any financial product for the purposes of the Corporations Act. Before acting on, or relying upon, any Materials, we strongly recommend that you:
   1. undertake your own investigations and enquiries; and
   2. seek independent legal, accounting, tax, financial, business, technical and other professional advice from an appropriately qualified professional advisor; and
9. none of the statements, representations, estimations, projections or forecasts made in or through the Gemini Platform or Services by any other person represent our opinion or have our endorsement.

10. Risks associated with digital assets

1. General This clause sets out some of the risks associated with digital assets and using the Services. This clause does not constitute an exhaustive list of such risks and by accessing Gemini Platform and receiving the Services, you agree that you have considered whether using our Services is suitable for you in light of your circumstances. You acknowledge and agree that you use Gemini Platform and the Services at your own risk.
2. Legal status
   1. The legal status of digital assets remains uncertain in many jurisdictions. 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. Digital assets are not legal tender and are not backed by the Australian government.
   2. Digital assets may be legally prohibited in certain countries or jurisdictions or be subject to specific restrictions and limitations with which you are solely responsible for complying at your own risk and expense. We take no position on the legal status of any digital assets and it is your responsibility to undertake your own investigations and enquiries and satisfy yourself of the legal status of the digital assets. You acknowledge and agree that you use digital assets through the Services at your own risk.
   3. Digital wallets used in connection with digital assets and the Services are largely unregulated and you will not benefit from the guarantees and safeguards associated with regulated financial services. Global financial laws generally do not offer any specific legal protection covering you from losses or guaranteeing that you will regain access to your digital assets holdings where you lose access.
3. Risks of trading and holding digital assets
   1. The price, value and liquidity of digital assets are highly volatile and subject to large fluctuations and there is a risk that digital assets could have little to no value permanently in the future.
   2. The trading or holding of digital assets involves significant risks and losses can be substantial and occur over a short period of time. It may be difficult to value digital assets accurately and reliably given the nature of trading digital assets.
   3. You should carefully consider and assess whether trading or holding digital assets or using the Gemini Platform and Services is suitable for you depending upon your financial circumstances and tolerance to risk.
   4. Transactions in digital assets may be irreversible and accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
   5. 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 disappears.
4. Cyber and technology risks
   1. Digital assets inherently exist within a digital environment that comes with a higher degree of cyber related risks. You are strongly advised to double check that you have strong password security and have inserted the correct wallet address or Australian bank account details where required.
   2. 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 initiate a transaction.
   3. The nature of digital assets may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by us may prevent the access to or use of your digital assets. We may experience cyber-attacks, extreme market conditions, or other operational or technical difficulties which could result in the immediate halt of transactions either temporarily or permanently. Provided that we have taken reasonable commercial and operational measures to prevent such events in technical systems controlled by us, we are not and will not be responsible or liable for any Loss incurred by you as a result of such cyber-attacks, operational or technical difficulties or suspensions of transactions.

11. Insurance

12. General restrictions

1. In using the Gemini Platform and Services, you must not:
   1. provide us with inaccurate or incomplete information;
   2. participate in market manipulation activity of any kind (eg, pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether it is prohibited by Applicable Law);
   3. make commercial use of the Gemini Platform (including Gemini Exchange) or Services without GIAPL’s written consent (including trading services using the Services);
   4. violate any Applicable Law, or use the Gemini Platform (including Gemini Exchange) or Services for any purpose that is unlawful (including but not limited to infringing intellectual property rights, money laundering, terrorism financing, paying of ransomware, illegal gambling or other criminal activities);
   5. distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the Gemini Platform or Gemini Exchange or operation of any computer hardware or software whether directed at the Gemini Platform or Gemini Exchange or its users or not;
   6. give any instruction or enter into any transaction, or do or undertake any other activity, whether through the Services, which would or may negatively affect the performance of the Gemini Platform, Gemini Exchange or Services or our reputation;
   7. use and/or take advantage of a technical or technological error, loophole or glitch on the Gemini Platform, Gemini Exchange or through our Services;
   8. do anything that will result in us breaching any Applicable Law (including the AML/CTF Laws and the Corporations Act);
   9. access the Gemini Platform, Gemini Exchange or Services by any means other than those authorised by these Terms (including virtual private networks);
   10. use the Gemini Platform, Gemini Exchange or Services for the purpose of obtaining, processing, distributing, viewing, assessing, analysing, copying or replicating any information, methods or processes related to the Gemini Platform or Services (including data scraping, the use of collection or accumulation tools and robotic or scripted responses);
   11. use the Gemini Platform, Gemini Exchange, Services or any information contained in either for commercial purposes which are competitive to the Gemini Platform, Gemini Exchange or our business or which would otherwise be detrimental or prejudicial to our interests in any way;
   12. use systematic, repetitive or other related methods which are designed to generate or obtain repetitive and repeated amounts of data or other information from or to the Gemini Platform or Gemini Exchange, or which may otherwise place an unreasonable load on the infrastructure of the Gemini Platform or Gemini Exchange;
   13. reverse engineer, disassemble or otherwise attempt to construct, copy or replicate the Gemini Platform, Gemini Exchange or Services’ source code, formulae or processes;
   14. collect or store data about other users of the Gemini Platform, Gemini Exchange or Services;
   15. engage in any other conduct that inhibits any other person from using or enjoying the Gemini Platform, Gemini Exchange or Services; or
   16. attempt to circumvent our user interface to access our API directly, including through use of any scripts/bots to interact with our API.
2. We may suspend or cancel your registration, either temporarily or permanently, if you breach, or we reasonably believe you have breached this Clause 12 or if your account is inactive for a period longer than 12 months. We may also treat your account as inactive if we receive bounced emails from your nominated email address. If we cancel your registration and close your account for inactivity, you can make a new account on the Gemini Platform.
3. GIAPL encourages users to report any problems or vulnerabilities with the Gemini Platform, Gemini Exchange and Services by contacting us at .
4. The Gemini Platform and the Services are not available for use by any person in any jurisdiction where (by reason of that person’s domicile, status or otherwise) the availability of the Gemini Platform and the Services is prohibited. Persons to whom such prohibitions apply must not access the Gemini Platform and the Services.

13. Warranties, liability, release and indemnity

1. Gemini Platform and the Services
   1. You understand and agree that Gemini Platform and Services, and their components, interfaces, any related equipment, any documentation, data and other Materials and the existing technology are provided “as is” and on a “no advice” basis.
   2. To the maximum extent permitted by Applicable Law, we expressly disclaim, without limitation:
      1. all warranties of merchantability, and fitness for a particular purpose, non-infringement, or those warranties arising from a course of performance, a course of dealing or trade usage, of the Gemini Platform and the Services; and
      2. all warranties for the use of the Gemini Platform and the Services with respect to correctness, quality, accuracy, completeness, reliability, performance, timeliness, continued availability or otherwise.
   3. We represent and warrant to you that we have all rights, authority and licenses to provide the Gemini Platform and the Services.
2. Devices and technology
   1. You are solely responsible for the device on which you use the Gemini Platform and the Services (including support and maintenance).
   2. We are not liable for any Loss:
      1. relating to any software, technology, equipment, the Gemini Platform and the Services, the existing technology, data or any other information or Materials;
      2. relating to any communications network, data processing system, or computer system that we use or which is used by you to the extent that it is rendered inoperable in whole or in part or is subject to delay, disruption, failure, malfunction or error; or
      3. arising from the Gemini Platform or Services failing to meet the user’s requirements or being uninterrupted, timely, secure, complete, accurate or free from errors or defects,except where caused by our fraud, wilful misconduct or gross negligence.
   3. We have made reasonable efforts and will continue to do so in the future to exclude viruses or anything else that has contaminating or destructive features, but cannot warrant such an exclusion and we are not liable for any damages including loss of data resulting from any viruses or features. We recommend that you take appropriate steps in respect of any such risk.
   4. Except to the extent required by Applicable Law, we do not make any representation or warranty, express or implied that the Gemini Platform or Services will be compatible with your browser.
3. General
   1. All express or implied guarantees, warranties, representations, statements, terms and conditions relating to these Terms and the Gemini Platform and Services that are not contained in these Terms, are excluded to the maximum extent permitted by Applicable Law.
   2. Nothing in these Terms excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited.
   3. To the maximum extent permitted by Applicable Law, we are not liable for, and no measure of damages will, under any circumstances, include: 
      1. special, indirect, consequential, incidental or punitive Loss or damages (including but not limited to, loss of use of the Gemini Platform or the Services, lost trading or other profits, diminution in asset value, business interruption, costs of substitute services, or Downtime costs); or
      2. damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data,
      3. whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such Loss or damage was foreseeable and even if advised of the possibility of the Loss or damage, unless caused by our gross negligence, fraud or wilful misconduct.
   4. If any guarantee, term, condition or warranty is implied into these Terms under Applicable Law (Non Excludable Provision) and we are able to limit your remedy for breach of the Non Excludable Provision, then our liability for breach of the Non Excludable Provision is limited to supplying the Services again, or the payment of the cost of having the Services supplied again.
   5. Subject to Clause 13.3(d), where we are liable and able to limit your remedy, to the maximum extent permitted by Applicable Law, our maximum aggregate liability for all claims under or relating to these Terms, the Gemini Platform, Gemini Exchange and the Services, in equity, under statute, under an indemnity or otherwise based on fundamental breach or breach of a fundamental term or on any other basis, is limited to the greater of the value of any of your allegedly lost Australian fiat dollars  or digital Assets in your Gemini Account at the time of the Loss and any fees paid by you to use the Gemini Platform and the Services.
   6. Our liability to you is diminished to the extent that your acts or omissions (or those of a third party) contribute to or cause the Loss or liability.
4. Your warranties - You represent and warrant that:
   1. you will only use the Gemini Platform and Services in accordance with these Terms;
   2. you are duly authorised and have the capacity to provide each instruction and enter into each transaction using the Services;
   3. you will comply with all Applicable Law;
   4. all fiat dollars and digital asset amounts are sourced from legal origins that you own or otherwise have full legal authority to deal with such fiat dollars and digital asset amounts;
   5. your use of the Services and entering into transactions does not infringe the rights of any third party or any Applicable Law; and
   6. you understand that your use of the Services may be suspended at any time at our discretion for breach of these Terms or at the request of any government authority investigating a fraud or other suspicious activity.
5. Release and indemnity
   1. To the maximum extent permitted by Applicable Law, you agree to indemnify us against any action, liability, cost, claim, Loss, damage, proceeding or expense suffered or incurred arising directly or indirectly from your use of the Gemini Platform and Services or from your breach of these Terms except to the extent caused by our fraud, wilful misconduct or gross negligence.
   2. To the maximum extent permitted by Applicable Law, you agree to release the Released Parties from all Loss or claims arising out of or in any way connected with any Relevant Matter except to the extent such Loss or claim arises from our fraud, wilful misconduct or gross negligence. To the extent permitted by Applicable Law, you further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
   3. We reserve the right to assume control of the defence of any third party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defences.

14. Links and advertisements

15. Privacy

1. In using the Gemini Platform and Services, you may give us personal information. By using the Gemini Platform and Services, you grant us consent to collect, store, use and disclose such personal information in accordance with GIAPL’s privacy policy. Our privacy policy explains (among other matters) how we store and use, and how you may access and correct your personal information.
2. You may update any personal information you have given us at any time through your account on the Gemini Platform.
3. We may process and store information about you on a device located outside the country where you live, in electronic form or hard copy.
4. You have a right to access, update or delete any personal information that we hold about you. Sometimes there may be a reason such as legitimate business or legal reasons as to why access will not be possible. If that is the case, you will be told why. We may combine information about you from the Gemini Platform Services with information from other products and services we develop on our own.

16. Infringing or objectionable content

17. Complaints and dispute resolution

1. Complaints 
   1. We are committed to dealing with customer complaints promptly and resolving issues in accordance with our policies.
   2. If you wish to make a complaint about the Services, you can contact us in accordance with Clause 22. Please include your name, email address and/or telephone number and set out as much information as possible concerning your complaint.
   3. We treat all information submitted in connection with a complaint in confidence. Any information collected during the internal dispute resolution process is collected for the purpose of evaluating and improving the process.
   4. We seek to acknowledge receipt of all complaints and we will strive to resolve all complaints within 30 days. This may not be possible in all circumstances and will depend on the nature of any particular complaint.
   5. We may contact you by the contact information provided by you to discuss your complaint and may ask you to provide additional information.
   6. Where we cannot resolve a complaint within 30 days, we will notify you of the reasons for the delay and we will provide you with an indication of when we expect to resolve the complaint.
   7. We will give you a written response to your complaint and the reasons for reaching a particular decision.
   8. If you believe that we have failed to address your complaint satisfactorily you have the right to refer the matter to arbitration in accordance with Clause 17.2. 
2. Dispute Resolution 

1. The seat of the arbitration shall be Singapore and the language of the arbitration shall be English. The Tribunal shall consist of one arbitrator appointed by the President of the SIAC Court of Arbitration. The law governing this arbitration agreement shall be Singapore law. 
2. You and GIAPL and its affiliates expressly agree that any dispute about the scope of this arbitration agreement and/or the arbitrability of any particular dispute shall be resolved in arbitration in accordance with this section. You and GIAPL and its affiliates expressly agree that an arbitrator may issue all appropriate declaratory and injunctive reliefs necessary to ensure the arbitration of disputes (but only in favour of the individual party seeking relief and only to the extent necessary to provide the relief warranted by that party’s individual claim). You and GIAPL and its affiliates agree to keep any arbitration strictly confidential. 
3. In order to minimise the costs associated with any arbitration, parties, and their legal representatives, will be permitted to attend the arbitration via appropriate audio visual link. 
4. GIAPL agrees to pay all fees payable by either party to SIAC or the arbitrator in excess of USD 200, and to reimburse you for any such fees paid by you in excess of USD 200. For the avoidance of doubt, this does not extend to payment of your own legal fees or any other expenses not imposed by SIAC or the arbitrator. Further, and subject to paragraph (a), GIAPL agrees to be responsible for any administrative fees (including filing fees), the arbitrators’ compensation and expenses, hearing room rental, and costs related to witnesses and evidence produced at the direction of the arbitrator.
5. You and GIAPL and its affiliates agree that this Clause 17.2 applies only to you and GIAPL and its affiliates and that no other parties are bound by or party to this arbitration agreement. You are aware that GIAPL is entering this Clause 17.2 on behalf of its affiliates, and you undertake not to raise any argument that this arbitration agreement is not valid vis-à-vis GIAPL’s affiliates. If you nevertheless take the position that this agreement is not binding on any of GIAPL’s affiliates for any reason, you undertake to seek the relevant GIAPL affiliate(s)’ consent to resolve the dispute in accordance with the terms of this Clause 17.2 (including the Dispute Notice, resolution and arbitration process) and wait 14 days for their response before you may commence any proceedings against that GIAPL affiliate(s). 
6. You and GIAPL and its affiliates agree that you shall not at any time make any application for the joinder of one or more additional parties to any arbitration commenced under this arbitration agreement. 
7. You and GIAPL and its affiliates agree that you shall not at any time make any application to consolidate any arbitration commenced under this arbitration agreement with any other arbitration, whether commenced under this arbitration agreement or otherwise.
8. You and GIAPL and its affiliates agree that the arbitrator shall have the authority to order any remedies, legal or equitable, which a party could obtain from a court of competent jurisdiction in an individual case based on the claims asserted, and nothing more. The arbitrator shall not award punitive or exemplary damages to either party, unless such remedies would otherwise be available under Applicable Law.
9. You and GIAPL and its affiliates agree that good-faith, informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. Therefore, a party who intends to seek arbitration must first send to the other a written notice of dispute (Dispute Notice). Any Dispute Notice sent to GIAPL or its affiliates must be sent to (Notice Address). Any Dispute Notice to you by GIAPL or its affiliates will be sent to the email address registered with your Gemini Account. Any Dispute Notice must include: 
   1. the name, address, and email address of the party providing the Dispute Notice;
   2. a description of the nature and basis of the claim or dispute, including any relevant facts regarding GIAPL or its affiliates or your use of the Gemini Platform or Gemini Exchange;
   3. an explanation of the specific relief sought, including the total damages sought, if any, and the basis for the damage calculations; 
   4. a signed statement from the party providing the Dispute Notice verifying the accuracy of the contents of the Dispute Notice; and
   5. if the dispute is from you, and you have retained an attorney, a signed statement from you authorising GIAPL or its affiliates to disclose your account details to your attorney if necessary in resolving your claim or dispute.

1. If you and GIAPL or its affiliates do not reach an agreement to resolve a claim within 60 days after a Dispute Notice is received, you or GIAPL or its affiliates may commence an arbitration proceeding; except that, if either you or GIAPL or its affiliates send the other an incomplete Dispute Notice, the 60-day period begins only after a complete Dispute Notice is received. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in these informal dispute resolution procedures.
2. You and GIAPL and its affiliates agree to abide by all decisions and awards rendered in such arbitral proceedings and you and GIAPL and its affiliates agree that such decisions and awards rendered by the arbitrator shall be final and conclusive.
3. You and GIAPL and its affiliates agree that neither party shall seek emergency relief from any court, including without limitation temporary restraining orders and/or preliminary injunctions. You and GIAPL and its affiliates agree that, to the extent a party breaches the Agreement by seeking such emergency relief from a court, that party shall be responsible for paying the other party’s legal fees in opposing such relief, and the arbitrator shall render an award of such legal fees at the earliest possible time after such fees are incurred.
4. Notwithstanding the foregoing obligation to settle disputes through arbitration, you or GIAPL or its affiliates may assert claims, if they qualify, in the Small Claims Tribunals in Singapore. However, if the claims are transferred, removed, or appealed to a different court, they shall be subject to arbitration.
5. You and GIAPL and its affiliates agree that you or GIAPL or its affiliates may, without inconsistency with this arbitration provision, apply to any court for an order enforcing the arbitral award. You and GIAPL and its affiliates irrevocably and unconditionally agree to waive any objection that you or GIAPL or its affiliates may now or hereafter have to the laying of venue of any action or proceeding relating to enforcement of the arbitral award in the courts located in Singapore.
6. You and GIAPL and its affiliates agree that all such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity. 
7. IF FOR ANY REASON THIS ARBITRATION AGREEMENT BECOMES NOT APPLICABLE OR FOR ANY OTHER REASON LITIGATION PROCEEDS IN COURT, THEN THE PARTIES AGREE THAT YOU AND GIAPL AND ITS AFFILIATES SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS LOCATED IN SINGAPORE AND YOU AGREE NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION.
8. EVEN IF YOU AND GIAPL OR ITS AFFILIATES 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 GIAPL, EXCEPT AS PROVIDED BELOW. 
9. You agree that this section of the Terms has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for stay or dismissal of any court action commenced by you with respect to a dispute arising out of such matters.
10. You and GIAPL and its affiliates agree that if any part of this arbitration agreement is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect.

18. Variation

1. We may unilaterally vary these Terms from time to time. Where possible, we will give you at least 7 calendar days notice in advance of material changes via the email associated with your account or the Gemini Platform. In certain circumstances we may need to make changes without notifying you in advance, including, for example, where required by Applicable Law or some other valid reason which means there is no time to provide advance notice. Where we are unable to give you advance notice, we will let you know of the change as soon as possible after it is made.
2. By continuing to access the Gemini Platform or use the Services once the revised Terms have become effective, you agree to be bound by the Terms.
3. We do not provide any promises that we will make available the Gemini Platform or the Services for any particular period of time. Where permitted by Applicable Law and where we consider it reasonably necessary to do so, we may from time to time and without notice, vary, modify or discontinue, temporarily or permanently, any or all of the Gemini Platform or the Services, including:
   1. for Downtime;
   2. to make enhancements, updates, bug fixes, and modify at any time, the Gemini Platform, Gemini Exchange or the Services’ functionality, configuration, appearance and content (including removing functionality); and 
   3. to perform routine maintenance on the systems, networks and other resources used to provide the Gemini Platform or the Services. The Gemini Platform or the Services may be unavailable, have limited functionality or performance, or access may be restricted, suspended or limited at such times.
4. We are not responsible for any Loss arising as a result of the activities in Clause 18(c) and you agree that you will not do anything to restrict or prevent such activities.
5. The Gemini Platform and Services may use third party products and services that we licence or otherwise use legally but we provide no warranty or assurance whatsoever that the Gemini Platform and Services will continue to use those third party products and services in the future.

19. Suspension, termination and cancelation

1. Where permitted by Applicable Law and where we consider it reasonably necessary to do so, we may at any time refuse to complete, block, or reverse a transaction (including Order) you have authorised (or part thereof) or limit, suspend, restrict, or terminate your access to any or all of the Services or the Gemini Platform temporarily or permanently (including your account) in circumstances including if:
   1. you do not, or no longer, meet any eligibility requirements specified for the purposes of these Terms;
   2. you gain or attempt to gain (including assisting a third party) unauthorised access to Gemini Platform or another user’s account;
   3. we are concerned about the security of your account, your account is at risk, been compromised or for other general security reasons, in which case you will be unable to access your account until it is reactivated;
   4. you fail or refuse to complete our required verification or re-verification, or comply with a request for information within a reasonable timeframe, as directed by us;
   5. you are abusive, rude or uncooperative with us;
   6. you are, as determined in our absolute discretion, or we reasonably suspect you are, using the Services or Gemini Platform to perform illegal activities such as money laundering, terrorism financing, paying of ransomware, online gambling or other criminal activities;
   7. you are the subject of any sanctions;
   8. you breach these Terms, the User Agreement or any other agreement in place relevant to the Gemini Platform and Services such as failing to make a payment or transfer of digital assets as required under these Terms;
   9. we reasonably consider that we are required to do so by Applicable Law, or any court or authority to which we are subject in any jurisdiction; or
   10. we receive a request from a law enforcement or government agency to do so.
2. We are not responsible for any Loss arising from the circumstances in paragraph (a) except to the extent caused by our fraud, wilful misconduct or gross negligence.
3. You may terminate your account at any time provided you don’t have any incomplete or pending transactions under the Services.
4. You acknowledge and agree that termination of your account or your access to the Gemini Platform and Services does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination.
5. Termination of these Terms and your account will be without prejudice to and will not affect any accrued rights, limitation of liability or recourse, indemnities, or any contractual provision which states or implies that they survive termination.

20. Force Majeure

1. If we are prevented from or delayed in performing any of our obligations under these Terms due to a Force Majeure event, those obligations will be suspended for the duration of the Force Majeure event. We will promptly notify you of the occurrence of a Force Majeure event, the obligations affected and the expected duration of the event. We will use reasonable endeavours to mitigate the effect of the Force Majeure event and to resume performance as soon as reasonably practicable.
2. To the maximum extent permitted by Applicable Law, we will not be liable for any delay or failure to perform our obligations under these Terms to the extent that such delay or failure is caused by or contributed to a Force Majeure event. This clause does not limit or exclude any rights you may have under the Australian Consumer Law or any other Applicable Law that cannot lawfully be excluded or limited.

21. General

1. These Terms are governed by the laws of New South Wales, Australia. 
2. Nothing in these Terms limits any liability we or you may have in connection with any representations or other communications (either oral or written) made prior to these Terms, where such liability cannot be excluded (including under Section 18 of the Australian Consumer Law).
3. These Terms supersede all previous agreements, understandings, negotiations, representations and warranties about its subject matter and embodies the entire agreement between the parties about its subject matter.
4. Your use of the Gemini Platform and Services is conducted electronically, and you agree that we may communicate with you electronically for all aspects of your use of the Gemini Platform and Services, including sending you electronic notices to the email address used for your account. All notices from you must be in writing and be made through the Platform. Notices are taken to be read on the day they are received, unless they are received after 5.00pm or not on a Business Day in New South Wales, Australia, in which case they are deemed to be received on the next Business Day in New South Wales, Australia.
5. Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of these Terms is not affected.
6. Any waiver of any term of the Agreement by us can only be done in writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.
7. The provisions of these Terms which by their nature survive termination or expiry of these Terms will survive termination or expiry of these Terms. No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.
8. You must not assign, sublicense or otherwise deal in any other way with any of your rights under this Agreement. Where permitted by law, we may assign our rights under these Terms at our sole discretion.
9. Although the Gemini Platform and Services may be provided in languages other than English, the version of these Terms in English will prevail to the extent of any inconsistency and to the extent of the inconsistency only.
10. The word “including” when used in these terms of use is not a term of limitation. 

22. Contact us

Schedule 1 Dictionary

1. your use, misuse, or abuse of the Gemini Platform or Services;
2. any damage to property, personal injury or death;
3. your breach of these Terms;
4. any matter for which we have purported to disclaim liability under these Terms; and
5. your breach or failure to observe any Applicable Law.