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Gemini Intergalactic Europe Limited User Agreement

Last updated: February 13, 2023

Welcome to Gemini!

Welcome! Thanks for visiting Gemini.
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This user agreement (“User Agreement”) is a contract between you and Gemini Intergalactic Europe Limited (company number 698251), a private company incorporated in Ireland with a registered address at 70 Sir John Rogerson’s Quay, Dublin 2 (the “Company” or “Gemini Intergalactic”) and applies to your use of Gemini Intergalactic for the custody, purchase, sale, and transfer of virtual assets. 
Before signing up to Gemini Intergalactic and accessing or using any of our services, you must read, agree and accept all of the terms and conditions contained in this User Agreement, as well as our Privacy Policy. You should therefore read this User Agreement carefully and make sure you understand the terms and conditions contained within it. If you do not understand any of the terms and conditions contained in this User Agreement, please contact us before signing up and accessing or using our services. Please also note that there may be specific terms or conditions applicable to you as a user in a given jurisdiction, as detailed herein.

About Us

Gemini Intergalactic Limited (company number 698251) provides virtual asset exchange and custody services. Gemini Intergalactic Europe Limited is registered with the Central Bank of Ireland as a virtual asset service provider and complies with the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, as amended (the “CJA”), with firm reference number C453651. Gemini Intergalactic may also be registered in certain other EEA jurisdictions and those authorities are available here in the respective EEA country’s link. If Gemini Intergalactic is registered in a country, the registering authority will be identified in the country’s link.
Cryptoasset exchange and custody services provided by Gemini Intergalactic Europe will not attract the same regulatory protections as services provided by Gemini Payments Europe Limited. In particular, you will have no recourse to the Financial Services and Pensions Ombudsman in the event of a complaint relating to Gemini Intergalactic Europe Limited. 

About Gemini Payments Europe Limited

Gemini Payments Europe Limited (“Gemini Payments”), trading as Gemini, is regulated by the Central Bank of Ireland under firm reference C432664. Gemini Payments is an electronic money institution that issues electronic money and provides related payment services. These are regulated activities in Ireland. These services are subject to a separate user agreement between you and Gemini Payments. 
Further information on the Central Bank of Ireland can be obtained at www.centralbank.ie. and you can view Gemini Payments' registration on registers.centralbank.ie.   

Definitions

Where words are used with capital letters in this User Agreement, they have the following meaning:
"Account" means the cryptoasset account you open with us through the Website and/or Mobile Application which is to be operated and used by you in accordance with this User Agreement.
"Business Day" means any day other than a Saturday or a Sunday or a public or bank holiday in Ireland.
“CBI” means the Central Bank of Ireland whose address is New Wapping Street, North Wall Quay, Dublin 1, D01 F7X3; further information on the CBI can be obtained on the CBI’s website at https://www.centralbank.ie/home. 
“Cryptoasset” means a cryptoasset (also called a "cryptocurrency," "virtual currency," "digital currency," “virtual asset” or "virtual commodity"), such as bitcoin or ether, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
"Customer Support" means our customer service, which you can reach at support@gemini.com.
“Fee Schedules” means, collectively, the Market Data Fee Schedule, Web Fee Schedule, Mobile Fee Schedule, ActiveTrader Fee Schedule, API Fee Schedule, Connectivity Fee Schedule, Custody Fee Schedule, Transfer Fee Schedule, and any other fee schedule associated with Gemini’s products and services. 
"Gemini Payments" means Gemini Payments Europe Limited (company number 698251) whose registered address is 70 Sir John Rogerson’s Quay, Dublin 2. 
“Gemini Intergalactic” means Gemini Intergalactic Europe Limited (company number 698251) whose registered address is 70 Sir John Rogerson’s Quay, Dublin 2. 
"Mobile Application" means Gemini’s mobile application which is available for download free of charge from Apple's App Store and Google Play Store.
“Prevailing Market Price” means the price of a cryptoasset calculated using the trailing 24-hour U.S. dollar denominated volume weighted average price calculated as of 4:00 pm ET by Gemini.
"Privacy Policy" means Gemini's policy governing the processing of personal data which is available on the Website and Mobile Application, as may be amended from time to time.
"User Agreement" means this User Agreement, published on the Website and Mobile Application and as may be amended from time to time. 
"We", "us", "our" means Gemini. 
"Website" means the website available at www.gemini.com.
"You", "your" means you, the natural person in whose name the Account is opened and maintained.

Communication

This User Agreement is provided to you and concluded in English. You agree that we may communicate with you in the English language or, where required under applicable law, in the language of the country in which you are domiciled. Any translation of this Agreement or other documents is provided for your convenience only, to the extent permissible by applicable law. In the event of any inconsistency, and subject always to applicable law, the English language version of this Agreement or other documents shall prevail and the English language shall govern its interpretation.
Please keep a copy of this User Agreement for your records. You can view an up-to-date copy of this User Agreement at any time on the Website and Mobile Application. You can also ask us at any time for a copy of this User Agreement by contacting Customer Support.
You can contact us through Customer Support. 
If we contact you in relation to this User Agreement, your Account or our services, we will use the most recent contact details you have provided to us. You must keep your personal details up to date on your Account.
We will usually contact you via email. For this purpose you must at all times maintain at least one valid email address in your Account profile. You are required to check for incoming messages regularly and frequently. Emails may contain links to further information on our Website or Mobile Application.
If we send an email to the email address on record for your Account, you agree and understand that this constitutes written notice (“Written Notice”) from us to you. If you email support@gemini.com, this constitutes Written Notice from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.
Where legislation requires us to provide information to you on a durable medium, we will either send you an email (with or without an attachment) or send you a notification pointing you to information on our website in a way that enables you to retain the information in print format or other format that can be retained by you permanently for future reference. We recommend that you keep copies of all communications we send or make available to you. 
In order to view emails you need a computer with email software that can display emails in HTML format. We may also send you attachments in Portable Document Format (“PDF”) for which you need Adobe's Acrobat Reader, which can be downloaded for free at the Adobe website.
We will never send you emails with executable files attached or with links to any executable files. If you receive any email with such attachments, you should delete the message without clicking on the attachment. If you are unsure whether a communication is originating from us, please contact Customer Support. 
Apart from communicating via email, we may contact you via letter or telephone, where appropriate. If you use any mobile services, we may also communicate with you via SMS. Any communication or notice sent by post will be deemed received three days from the date of posting for Irish post or within five days of posting for international post. Any communication or notice sent by SMS will be deemed received the same day.

Your Gemini Account

Your Account is a cryptoasset account that enables you to hold, manage and transfer your balances of Cryptoassets in accordance with this User Agreement. You may have one or more Accounts each corresponding to a different Cryptoasset that Gemini makes available from time to time.
Creation of your Account is conditioned on opening an electronic money account with Gemini Payments. Your electronic money account is subject to separate terms and conditions found in the Gemini Payments user agreement.
Account Registration
In order to use our services you must first open an Account by registering your details on our Website or Mobile Application. As part of the registration process you will need to accept this User Agreement and our Privacy Policy and you must have legal capacity to accept the same. If you order additional services, you may be asked to accept additional terms and conditions. 
You must be 18 years or older to open an Account and use our services. By opening an Account you declare that you are 18 years or older. This does not apply to products for which we set a different age limit. We may require at any time that you provide evidence of your age.
You may only open one Account unless we explicitly approve the opening of additional Accounts. 
You may only open an Account if you are a resident of a jurisdiction in which Gemini may conduct business. By opening an Account you represent and warrant to us that your opening of an Account does not violate any laws or regulations applicable to you. 
You may not open an Account if you are residing in certain jurisdictions. We may in our sole discretion decide to discontinue and restrict our services in any jurisdictions at any time and without prior notice.
You must complete our AML/CTF Programme to be considered a Gemini customer (“Gemini Customer”). If you would like to provide access to your Account to another individual or institution, this individual or institution must register as an authorised user of your Account and successfully complete our AML/CTF Programme. You agree that you will not allow any persons who have not successfully completed our AML/CTF Programme to access or use your Account. Subject to our AML/CTF Programme, (i) your spouse or domestic partner may be an authorised user of your Account and (ii) an Account may be opened on behalf of an institution by a beneficial owner and/or designated representative of that institution. By doing so, you warrant and agree that you are a beneficial owner and/or designated representative of the institution. You hereby authorise us, or a third-party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the information you submit about your linked bank account, and to take any action we deem necessary based on the results. To the extent that you would like more information on completing our AML/CTF Programme, or adding another person to your account, please email compliance@gemini.com.
During the registration process, you will be required to:
  1. provide personal details and supporting documents (including your full name, residential address and postcode, mobile number, email address, date of birth, and certain forms of identification), and other evidence we may ask you to provide, so that we may verify your identity;
  2. use your email address as your username when setting up your Account; 
  3. choose a password that meets our minimum security requirements;
  4. enter a two-factor authentication code sent by Gemini to your mobile device;
  5. validate your email address; and
  6. read and accept this User Agreement and the Privacy Policy. 
All information you provide during the Account registration process or at any time after must be true, accurate and up to date. Once we have received and approved your application, we will send a confirmation to your email address.
Account Management
Subject to satisfactory completion of the application process set out in the 'Account Registration' section above, you can begin managing your Account and using our cryptoasset services through the Website and/or the Mobile Application. 
You must ensure that the information recorded in your Account is true, accurate and up to date at all times and we shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence.
Account Access
You agree that you will not grant any person access to your Account, except as described herein. You are only permitted to access your Account using your login credentials and other required forms of authentication. We require multi-factor authentication to keep your Account safe and secure. As a result, you are required to use at least two forms of authentication when accessing your Account and performing certain operations in your Account. 
Forms of multi-factor authentication in addition to your login credentials may include verification tokens delivered through short message service (“SMS”) or a specified and supported two-factor authentication (“2FA”) application. If you choose to install and use a 2FA application on a device (e.g., phone or tablet) on which the operating system has been tampered with in any way, you do so at your own risk. This includes, but is not limited to, a “rooted” (Android) or “jailbroken” (iOS) device. We reserve the right in our sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. You agree that we may provide your 2FA data to a third-party service provider in order to help us authenticate you.
You agree that your login credentials and any other required forms of authentication, where applicable, have been chosen by you, when applicable. You also agree to keep your login credentials and any other required forms of authentication, including your application programming interface (API) keys, confidential and separate from each other, as well as separate from any other information or documents relating to your Account. 
You agree and understand that you are solely responsible (and you will not hold us responsible) for managing, monitoring and maintaining the security of your login credentials and any other required forms of authentication, including your API keys. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorised access to or use of your Account.
If you notice any unauthorised or suspicious activity in your account, please email support@gemini.com or fraud@gemini.com and notify us immediately.
Account History
Your transaction history (“Transaction History”) is always available on Gemini. Your Transaction History contains all of your trading activity, including pending transactions, deposits and withdrawals, as well as your balances; however, please note that nothing in your Transaction History should be treated as a valuation.
We use commercially reasonable efforts to assure that the information contained in the notices we send you and your Transaction History is accurate and reliable; however, please understand that errors may sometimes occur and such errors do not impact the actual means and results of a given transaction.
Any transaction listed in your Transaction History or other communication including, but not limited to, receipts sent to your email on record shall be deemed and treated as authorised and correct, approved, and confirmed by you unless we receive Written Notice (as defined herein) to the contrary within three calendar days from the date the communication was sent.
If you want to access your Transaction History after the closure of your Account, you will need to contact Customer Support and request the information. 
Account Review and Acknowledgment
It is important for you to understand that it is your sole responsibility to review your Transaction History and any notices. You also understand that for the purposes of review and acknowledgment, you agree to be deemed to have reviewed your Transaction History and all notices on at least a monthly basis. If for any reason you are unable to do so, or you do not receive our communications, it is your responsibility to email support@gemini.com and notify us immediately.
You understand that every communication sent to your email on record will be deemed to have been acknowledged as correct, approved, and confirmed by you unless we have received Written Notice to the contrary within three calendar days from the date the communication was sent. 
We retain the right to make changes or adjustments to your Account as necessary and appropriate, and in our sole discretion, to comply with any applicable laws and regulations or to ensure market integrity. Please see the ‘Clearly Erroneous Transaction Policy’ section for more information.
Account Closure
You may close any of your Accounts at any time. You agree and understand that closing an Account will not affect any rights and obligations incurred prior to the date of Account closure. You may be required to either cancel or complete all open orders and, in accordance with the provisions of this User Agreement, provide transfer instructions of where to transfer any Cryptoassets remaining in your Account. You are responsible for any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of Cryptoassets) associated with the closing of your Account. In the event that the costs of closing of your Account exceed the value in your Account, you will be responsible for reimbursing us. You may not close any of your Accounts to avoid paying any fees otherwise due or to avoid any examination related to our AML/CTF Programme.
Account Suspension
You agree and understand that we have the right to immediately (i) suspend your Account and all accounts beneficially owned by you and any members of your household or for which you are a representative or authorised signatory and, in the case of entities, any affiliates (each, a “Related Account”), (ii) freeze/lock the assets in all such accounts, and (iii) suspend your access to Gemini, until a determination has been made, if we suspect, in our sole discretion, you and/or any such accounts to be in violation of:
  • Any provision of this User Agreement; 
  • Any applicable laws or regulations;
  • Our AML/CTF Programme; or
  • Our Marketplace Conduct Rules,
at any time since the opening of such an Account or Related Account (each, a “Conduct Violation”).
You further agree and understand that we have the right to immediately (i) suspend your Account and any Related Account, (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to Gemini until a determination has been made, if:
  • We are required to do so by a regulatory authority, court order, witness summons, or binding order of a government authority;
  • The Account or Related Account is subject to any pending litigation, investigation, or governmental proceeding;
  • The Account or Related Account has a negative balance for any reason;
  • The Account or Related Account has a balance that needs to be reconciled for any reason;
  • We believe someone is attempting to gain unauthorised access to the accounts;
  • We believe there is unusual activity in the Account or Related Account;
  • We believe you are using Gemini, your login credentials, or other account information in an unauthorised or inappropriate manner; or
  • The Account or Related Account has not been accessed in two years or more.
If your Account or Related Account has been suspended, you will be notified when accessing Gemini. We may, in our sole discretion, give Written Notice that your account has been suspended and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.
Account Investigations
You agree and understand that we have the right to immediately investigate your Account and any Related Account, if we suspect, in our sole discretion, that you and/or any such account has committed a Conduct Violation.
You further agree and understand that we have the right to immediately investigate your Account and any Related Account, if:
  • We are required to do so by a regulatory authority, court order, witness summons, or binding order of a government authority;
  • The Account or Related Account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
  • The Account or Related Account has not been accessed in two years or more.
We may, in our sole discretion, give Written Notice that your accounts are the subject of an investigation and may, in our sole discretion, share the general nature of the investigation, if permitted to do so by law.
If we suspect that an Account or Related Account has committed a Conduct Violation that pertains to our Marketplace Conduct Rules, we will give Written Notice and share the general nature of the allegations as well as the specific provisions of our Marketplace Conduct Rules that appear to have been violated. You will have the right to submit, within seven calendar days from the date of notification, a written statement to our Head of Compliance explaining why no disciplinary action should be taken.
You agree and understand that upon our request and within the time frame designated by us, you and any related party are obligated to respond to any interrogatories in writing and to furnish any documentary materials and other information in connection with any investigation initiated pursuant to this User Agreement. You agree and understand that neither you nor any related party shall impede or delay any investigation or proceeding conducted pursuant to this User Agreement, nor refuse to comply with any request made pursuant to this User Agreement.
Following the conclusion of an investigation, our Head of Compliance will make, in his or her sole discretion, a determination based upon the weight of the evidence. If a suspected Conduct Violation pertains to our Marketplace Conduct Rules, our Head of Compliance may consider a variety of factors in assessing whether your conduct violated our Marketplace Conduct Rules, including, but not limited to:
  • Whether your intent was to induce others to trade when they otherwise would not have;
  • Whether your intent was to affect a price rather than to change your position;
  • Whether your intent was to create misleading market conditions;
  • Market conditions in the impacted market(s) and related markets;
  • The effect on other market participants;
  • Your historical pattern of activity;
  • Your order entry and cancellation activity;
  • The size of your order(s) relative to market conditions at the time your order(s) was placed;
  • The size of your order(s) relative to your position and/or capitalisation;
  • The number of orders;
  • Your ability to manage the risk associated with your order(s) if fully executed;
  • The duration for which your order(s) was exposed to the market;
  • The duration between, and frequency of, non-actionable messages;
  • The queue position or priority of your order in the order book;
  • The prices of preceding and succeeding bids, offers, and trades;
  • The change in the best offer price, best bid price, last sale price, or other price that results from the entry of your order; and
  • Your activity in related markets, including, but not limited to, the Cboe Exchange, Inc. (“Cboe”), Cboe BZX Exchange, Inc. (“BZX”), and the Cboe Futures Exchange, LLC (“CFE”).
You agree and understand that if your Account or any Related Account is determined, in our sole discretion, to have committed a Conduct Violation, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this User Agreement and/or applicable laws and regulations.
Account Remedies for Breach
You agree and understand that if you, your Account, or any Related Account is determined, in our sole discretion, to have committed a Conduct Violation, we have the right to debit from your Account or any Related Account (i) the value of any trading fee discounts or rebates that you or the holder of a Related Account has received in connection with this User Agreement at any time after one year preceding the date on which we become aware of the existence of the Conduct Violation and (ii) any other damages suffered by us as a result of the Conduct Violation. You further agree and understand that if we determine, in our sole discretion, that you have colluded, coordinated, and/or collaborated with any other User to commit a Conduct Violation, you and that user will be jointly and severally liable for the whole value of any trading fee discounts, rebates, and/or damages to which we are entitled under this subsection and any such amounts may be debited, in our sole discretion, from your account, that User’s account, or in each case, any Related Account. We will deduct any such amounts from the Cryptoasset account(s). We will withdraw sufficient Cryptoassets as calculated using the Prevailing Market Price. In addition, you agree and understand that we may alternatively collect some or all of any such amounts by offsetting them against any amount owing to you from Gemini.
Account Termination
You agree and understand that we have the right to terminate your access to Gemini and any Account or Related Account at any time and for any reason, and that if we do so, your rights and obligations under this User Agreement will continue. You further agree and understand that we have the right to take any and all necessary and appropriate actions pursuant to this User Agreement and/or applicable laws and regulations. If your Account is terminated, we will return your Cryptoassets, less the value of any trading fee discounts, rebates, and/or damages that we are entitled to pursuant to this User Agreement. If your Account is no longer subject to an investigation, court order, or subpoena, you agree to provide us with a Cryptoasset address within seven (7) calendar days upon receiving Written Notice, so that we can return the remaining Cryptoassets to you. If you fail to do so, you hereby agree that we are permitted to sell any remaining Cryptoassets on the open market at a price no lower than 5% below the Prevailing Market Price and return the proceeds (less any trading fee discounts, rebates, and/or damages to which we are entitled) to any bank account linked to your account.
You agree and understand that we, as well as our affiliates, service providers, their respective officers, directors, agents, joint venturers, employees and representatives (collectively, the “Gemini Service Providers”), may comply with orders, including witness summons, from any governmental agency, regulatory authority, law enforcement agency, or court of competent jurisdiction, which any of us reasonably and in good faith believe to be valid. We and any Gemini Service Provider may, but are not required to, notify you of such process by electronic communication. We and any Gemini Service Provider may charge you for associated costs, in addition to any legal process fees. You agree to indemnify, defend, and hold all of us harmless from all actions, claims, liabilities, losses, costs, attorney's fees, or damages associated with our compliance with any process that any of us reasonably believe in good faith to be valid. You further agree that we and any Gemini Service Provider may honor any legal process, regardless of the method or location of service.

AML/CTF Compliance

Gemini is registered with the CBI as a virtual asset service provider and must comply with the CJA. As such, our AML/CTF Programme is guided by the CJA. These regulations are designed to prevent the use of Gemini for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, or any other financial crimes.
Background Checks
In furtherance of our AML/CTF Programme, we reserve the right to require you to provide us with additional information in order to verify your identity and/or require you to undergo a background check prior to being authorised to use Gemini, or at any point thereafter, in accordance with applicable laws and regulations.
Sanctions Programmes
Pursuant to applicable economic sanctions programmes, including, but not limited to, sanctions programmes administered by the U.S. Office of Foreign Assets Control (“OFAC”) and the U.K. Office of Financial Sanctions Implementation (“OFSI”), along with the European Union (“EU”) and United Nation (“UN”) watchlists, we are prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that we are required to block Cryptoassets associated with your Account in accordance with a sanctions programme, or other similar government sanctions programmes, we may: (i) suspend your Account; (ii) terminate your Account; (iii) return Cryptoassets to the destination of their origin or to a destination specified by authorities; or (iv) require you withdraw Cryptoassets from your Account within a certain period of time. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable laws and regulations, the guidance or direction of any regulatory authority or government agency, or orders from any regulatory authorities, governmental agencies, law enforcement agencies, or courts of competent jurisdiction.

Cryptoasset Exchange Services

We provide an exchange (“Exchange”) that facilitates the buying and selling of Cryptoassets. You agree and understand that you must use your electronic money account with Gemini Payments to fund purchases of Cryptoassets on the Exchange. You may use the Exchange to place orders (each, an “Order”) to buy and/or sell Cryptoassets. When our Exchange matching engines (each, a “Matching Engine”) match Orders, a trade (each, a “Trade”) occurs. Unmatched Orders rest on their order book (each, an “Order Book”). Each Trade (i) transfers ownership between users, (ii) is recorded on our internal ledger (“Exchange Ledger”), and (iii) is reflected through automatic adjustments to each user’s Account or electronic money account. You agree to pay all fees associated with or incurred by your use of Gemini and understand that all fees will be debited from the applicable account and all proceeds will be credited to the applicable account. All Exchange trading activity is “off-chain” and not broadcast to a given blockchain.
Market Data
Our Exchange generates data, including, but not limited to, pricing, volume, and other trade-related data (collectively, “Gemini Market Data”), which is publicly available via our website at gemini.com and our API here:
https://docs.gemini.com/
Market Data Agreement
You agree and understand that by accessing or using, or in the case of OEMS Service Providers (as defined herein), disseminating Gemini Market Data, you are agreeing to enter into our market data agreement (“Market Data Agreement”), by and between you and Gemini, and be legally bound by its terms and conditions, so please read them carefully. Our Market Data Agreement is available here: 
https://gemini.com/market-data-agreement
Market Data Fee Schedule
For information on the Gemini Market Data fee schedule (“Market Data Fee Schedule”), please see our Market Data Fee Schedule page here:
https://gemini.com/market-data-fee-schedule/
API Agreement
You agree and understand that by accessing or using our API, you are agreeing to enter into our API agreement (the “API Agreement”) by and between you and Gemini and be legally bound by its terms and conditions, so please read them carefully. Our API Agreement is available here:
https://gemini.com/api-agreement/
Order Types
For information on Order types, please see our Marketplace page here:
https://gemini.com/marketplace/#order-types
There is no margin trading, options trading, or shorting offered on Gemini at this time. 
Order Placement
We are a full reserve exchange — you must upload funds and be issued an equivalent amount of electronic money via our affiliate, Gemini Payments, prior to placing an Order and you are not permitted to place an Order unless you have enough funds in your electronic money account to satisfy your Order (i.e., all Orders are pre-funded). When you place an Order, the full amount of electronic money required (including any fees) is redeemed and placed on hold until your Order fills, expires, or is cancelled. Any unfilled portion of your Order will remain on hold until it fills, expires, or is cancelled. Any Order that exceeds the amount of available electronic money in your electronic money account will be rejected. You agree that it is your responsibility to cancel any Order (in whole or in part) that you do not want to be filled. Order cancellations are subject to separate terms and conditions found in the Gemini Payments user agreement. Please consult the Gemini Payments user agreement for more information about cancellation requests.
Prior to the placement of an Order, you are required to review the following information:
  • The amount of Cryptoassets to be bought or sold;
  • The gross purchase price (buy) or sale proceeds (sell) of your Order;
  • Any fees or other charges associated with your Order; and
  • A notification which warns you that once your Order has been placed it may not be cancelable or otherwise undone (you may choose to hide this notice going forward).
Order Placement by Mobile Application
You agree and understand that Orders placed via our Mobile Application (each, a “Mobile Order”) are subject to each and every other provision of this User Agreement unless otherwise modified by this subsection. You also agree and understand that Mobile Orders are handled differently than Orders placed via our API or the Gemini ActiveTrader™ interface, both of which interact directly with our Exchange. Specifically, you further agree and understand that all Mobile Orders either: (i) execute against a principal market maker that is a Gemini Service Provider and affiliate (the “Liquidity Provider”), or (ii) are placed and, if conditions allow, executed on your behalf on our Exchange by the Liquidity Provider as an agency broker. You also agree and understand that the Liquidity Provider reserves the right to reject any Mobile Order for any reason, including, but not limited to, rejecting a Mobile Order if it determines that it is unable to execute against it as a principal market maker because underlying market conditions, pricing, or other circumstances and risk factors have changed. Similarly, you agree and understand that the Liquidity Provider may reject any Mobile Order if it is unable to execute it on your behalf on our Exchange as an agency broker due to the market price moving such that the Mobile Order cannot be executed at or better than the specified price, the Mobile Order exceeds the maximum Mobile Order size limit on our Exchange, or Downtime. In any event, and absent unexpected technological interruptions or Downtime (as defined herein), a Mobile Order will not be pending for more than 60 seconds; that is, you will generally receive either a notice of execution or a notice of rejection within 60 seconds of placing a Mobile Order. You further agree and understand that the Liquidity Provider will be the exclusive counterparty to or agent for all Mobile Orders, as applicable, and that the affiliation between the Liquidity Provider and Gemini gives rise to certain potential or actual conflicts of interest. Without limitation, these conflicts include the fact that we have not established and do not intend to establish relationships with unaffiliated liquidity providers, for purposes of the Mobile Application, regardless of whether the terms and fees offered by such unaffiliated liquidity providers are more favorable to users of the Mobile Application. In addition, we may share various resources with the Liquidity Provider, including, but not limited to, office space, personnel, and systems. 
You agree and understand that all Mobile Orders are subject to our Mobile Fee Schedule and that fees for Mobile Orders are not the same as, and may be higher than, fees for Orders placed via our API or the Gemini ActiveTrader™ interface. You further agree and understand that some or all of the fees you pay in connection with the placement and execution of Mobile Orders may be for the benefit of, and may be paid to, the Liquidity Provider.
You agree and understand that Mobile Orders may impact the liquidity conditions that may otherwise be available on our Exchange and that should the volume or frequency of Mobile Orders increase or decrease, liquidity in our Exchange may similarly increase or decrease.
Order Placement by Website Application
You agree and understand that Orders placed via our website application (the “Web Application” and each, a “Web Order”) are subject to each and every other provision of this User Agreement unless otherwise modified by this subsection. You also agree and understand that Web Orders are handled differently than Orders placed via our API or the Gemini ActiveTrader™ interface, both of which interact directly with our Exchange. Specifically, you further agree and understand that all Web Orders either: (i) execute against the Liquidity Provider, or (ii) are placed and, if conditions allow, executed on your behalf on our Exchange by the Liquidity Provider as an agency broker. You also agree and understand that the Liquidity Provider reserves the right to reject any Web Order for any reason, including, but not limited to, rejecting a Web Order if it determines that it is unable to execute against it as a principal market maker because underlying market conditions, pricing, or other circumstances and risk factors have changed. Similarly, you agree and understand that the Liquidity Provider may reject any Web Order if it is unable to execute it on your behalf on our Exchange as an agency broker due to the market price moving such that the Web Order cannot be executed at or better than the specified price, the Web Order exceeds the maximum Web Order size limit on our Exchange, or Downtime. In any event, and absent unexpected technological interruptions or Downtime, a Web Order will not be pending for more than 60 seconds; that is, you will generally receive either a notice of execution or a notice of rejection within 60 seconds of placing a Web Order. You further agree and understand that the Liquidity Provider will be the exclusive counterparty to or agent for all Web Orders, as applicable, and that the affiliation between the Liquidity Provider and Gemini gives rise to certain potential or actual conflicts of interest. Without limitation, these conflicts include the fact that we have not established and do not intend to establish relationships with unaffiliated liquidity providers, for purposes of the Web Application, regardless of whether the terms and fees offered by such unaffiliated liquidity providers are more favorable to users of the Web Application. In addition, we may share various resources with the Liquidity Provider, including, but not limited to, office space, personnel, and systems. 
You agree and understand that all Web Orders are subject to our Web Fee Schedule and that fees for Web Orders are not the same as, and may be higher than, fees for Orders placed via our API or the Gemini ActiveTrader™ interface. You further agree and understand that some or all of the fees you pay in connection with the placement and execution of Web Orders may be for the benefit of, and may be paid to, the Liquidity Provider.
You agree and understand that Web Orders may impact the liquidity conditions that may otherwise be available on our Exchange and that should the volume or frequency of Web Orders increase or decrease, liquidity in our Exchange may similarly increase or decrease.
Order Placement by OEMS Service Providers
You are permitted to use our API via a third-party order execution management system (“OEMS”) service provider or another type of third-party service provider (each, an “OEMS Service Provider”) to route your Orders to our Exchange and modify your Orders previously submitted to our Exchange (“OEMS Services”), however, you agree and understand that any such OEMS Service Provider must first be authorised by us to provide OEMS Services, and such authorisation will only be granted by us to an OEMS Service Provider that enters into an OEMS Service Provider agreement (each, an “OEMS Service Provider Agreement”) with Gemini or its affiliates. All OEMS Service Providers are subject to the terms and conditions set forth in such OEMS Service Provider Agreement, as well as the terms and conditions set forth in this User Agreement, our API Agreement, and our Market Data Agreement.
You agree to be responsible for all Orders and Order modifications placed on our Exchange through or by an OEMS Service Provider using your account details, you agree and understand that all such Orders will be treated as your Orders for all purposes, and you agree to accept and be bound in all respects by the terms of all Trades executed on our Exchange as a result of any Orders or instructions routed to our Exchange through or by an OEMS Service Provider using your Account ID, regardless of whether such Orders or instructions were submitted to our Exchange by an OEMS Service Provider in error. 
You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your login credentials and any other required forms of authentication, including your API keys, even if you share them with an authorised OEMS Service Provider. You also agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorised access to or use of your Account, even if you share some or all of your login credentials and other required forms of authentication, including your API keys, with an authorised OEMS Service Provider. You further agree that in no event will we be liable to you for any damages, costs, or other liability in the event of (i) any Downtime, systems failure, error, interruption, delay, or other circumstance resulting in the inability of an OEMS Service Provider to connect to our Exchange, (ii) the inability of an OEMS Service Provider to provide OEMS Services, (iii) any errors or delays with respect to Orders or instructions submitted to our Exchange by or through an OEMS Service Provider, or (iv) other matters related to OEMS Services made available to you by an OEMS Service Provider.
We may terminate or suspend the authorisation of an OEMS Service Provider to transmit Orders or instructions to our Exchange and provide OEMS Services, or your ability to place Orders and Order modifications on our Exchange via an OEMS Service Provider, for any reason and at any time, as determined in our sole discretion. 
Order Handling
You agree and understand that we do not guarantee that any Order you place will be filled. Orders that are active before Downtime (as defined herein), will be handled, once our Exchange resumes operations, as follows:
  • If the Order was placed via an API key with the “Requires Heartbeat” feature activated it will be automatically canceled.
  • If the Order was placed via the website interface, or via an API key without using the “Requires Heartbeat” feature, it will be active once our Exchange resumes operations.
  • If you connect via FIX, you have the option of enabling “cancel upon disconnect” for all of your Orders. If you, or your technology provider (e.g., OEMS provider) do not enable “cancel upon disconnect,” you agree and understand that we are not responsible for your Orders executing at disadvantageous prices or any other losses associated with your Orders not being cancelled during Downtime. 
You agree and understand that we reserve the right to cancel any Order, or remaining portion of any Order, if:
  • Any such Order was placed and/or active during Downtime;
  • Any such Order triggers our Marketplace Controls; or
  • Any such Order is materially non-marketable.
You agree and understand that Orders may be subject to, and we shall have no liability for, delays, difficulties, and/or conditions affecting transmission or execution of Orders over which we have no control, including, but not limited to, mechanical or electronic failure or market congestion.
You agree and understand that contingent Orders, including, but not limited to, “Stop” and “Stop-Limit” Orders, will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such Orders at a price close to the Stop Price or at all.
You agree and understand that we reserve the right to require all Orders to pass automated compliance checks. If your Order is flagged for review by any of these checks or if it meets certain defined criteria, it may require our manual review and approval. We will use commercially reasonable efforts to review such Orders on a timely basis, but we are not liable for any delays. If at any time you are in any doubt about the status of your Order, you can view your Order status on Gemini. We may cancel any Order flagged for review. Lastly, we may require you to confirm your Order via telephone or another form of authentication prior to execution.
Order Settlement
All Orders that are filled, executed, or matched (in whole or in part), settle immediately and are recorded on our Exchange Ledger.
Order Receipts
After your Order has been placed, we will send you an email confirming your Order (each, an “Order Receipt”), and another email if your Order subsequently fills (in whole or in part) (each, a “Trade Receipt”). 
Orders Receipts contain the following information:
  • The Order date, type, ID, amount, and pricing information if applicable;
  • A notification which states that you have three calendar days to dispute your Order; and
  • Contact information for Gemini should you have any questions, need to register a complaint, or claim that your Order was not authorised (subject to applicable limits described herein).
Trade Receipts contain the following information:
  • The Trade date, type, ID, amount, and pricing information;
  • All fees charged;
  • A notification which states that you have three calendar days to dispute your Trade; and
  • Contact information for Gemini should you have any questions, need to register a complaint, or claim that your Trade was not authorised (subject to applicable limits described herein).
Gemini maintains and retains records of your Transaction History for a period of no less than seven years.
Your Orders and Trades shall be deemed and treated as authorised and correct as ratified and confirmed by you unless we receive Written Notice to the contrary within three calendar days. It is your sole responsibility to review your Transaction History, Order Receipts, and Trade Receipts on a regular basis in order to meet the period set forth above. 
Clearly Erroneous Transaction Policy
We consider a transaction to be clearly erroneous when its price is substantially inconsistent with the market price at the time of execution (each, a “Clearly Erroneous Transaction”). In making a determination, we take into account the circumstances at the time of the transaction, the preservation of the integrity of the market, and the maintenance of a fair and orderly marketplace. You are responsible for ensuring that the appropriate price and Order type is entered into Gemini. A simple assertion by you that a mistake was made in entering an Order, or that you failed to pay attention to or update an Order, may not be sufficient to establish it as a Clearly Erroneous Transaction. In the event such User Error results in a Transaction, you should take the following steps:
  1. You should make us aware of the error trade in a timely manner (generally within 24 hours of the error trade execution); and
  2. If you transact on behalf of another person or entity, you are responsible for ensuring the person or entity receives a price that is equal to, or better than, the price at which their original order would have otherwise been executed at (in the case where an equal or better price is not available, a cash adjustment to the customer account is sufficient). We bear no responsibility for User Errors. 
You agree and understand that if we determine a transaction to be a Clearly Erroneous Transaction, we may declare it null and void, in whole or in part, even if you and/or the other party do not agree to cancel or modify it. In the event that we declare a transaction null and void, both parties to the trade must return the Cryptoassets and/or fiat currency received in the transaction.
In determining whether a transaction is a Clearly Erroneous Transaction, we will consider the following:
  • Suspicious trading activity;
  • Violations of our Marketplace Conduct Rules;
  • If there was an obvious error in any term, including, but not limited to, price, amount of Cryptoassets, or other unit of trading;
  • If there was a disruption or malfunction in the operation of any trading system or component of our Exchange, Gemini, a Gemini Service Provider, or a Cryptoasset network (“Cryptoasset Network”); or
  • If there were extraordinary market conditions or other circumstances in which the nullification or modification of transactions may be necessary for the maintenance of a fair and orderly market.
We will make a determination and take any action pursuant to this Clearly Erroneous Transaction Policy as soon as practicable following a transaction. If you are a party to any action taken, we will notify you via Written Notice as soon as practicable.

Clearing Services

We provide a trade settlement platform that facilitates the submission, acceptance, funding and settlement of bilaterally arranged and negotiated Cryptoasset transactions (each a "Settlement Order"), and for those Cryptoassets supported by Gemini, as identified in the "Supported Cryptoassets and Waiver of Conflicts" section below (each a "Clearing Cryptoasset"), less any applicable fees owed to Gemini (collectively, "Gemini Clearing"). You agree and understand that your use of Gemini Clearing is subject to the applicable terms of this User Agreement.
Gemini Clearing is available only with respect to Clearing Cryptoassets. You agree to submit any Settlement Orders through Gemini Clearing in the form and manner, and otherwise in accordance with the instructions, technical specifications and other information, that Gemini may require, either through (i) the Gemini Clearing user interface, or (ii) as otherwise instructed or requested by Gemini, and you agree and understand that Gemini may amend or revise these requirements from time to time, for any reason and without prior notice to you. You also agree and understand that Gemini may reject, refuse, or otherwise not complete any Settlement Order through Gemini Clearing for any reason, and you agree that Gemini shall have no liability whatsoever to you, any transaction counterparty or any other party in connection with or arising out of Gemini rejecting, refusing or otherwise not completing a Settlement Order. 
Gemini will not complete a Settlement Order through Gemini Clearing: (i) if either party to the transaction has not fully funded its Account with the required amount of Clearing Cryptoassets, or, its Gemini Europe Ltd electronic money account with the required amount of electronic money, as applicable, at the time the Settlement Order transaction is scheduled to settle; (ii) if either party has not confirmed its acceptance of the Settlement Order to Gemini at the time the Settlement Order is scheduled to settle; (iii) if either party to the transaction is not a Gemini Customer; or (iv) for any other reason as determined by Gemini in its sole discretion. 
You agree and understand that Gemini may terminate or suspend your access to Gemini Clearing at any time, for any reason and without prior notice, and you agree to be bound by and pay the fees applicable to your use of Gemini Clearing, as Gemini may publish or otherwise communicate to you. You agree and understand that Gemini may provide Gemini Clearing to certain Gemini Customers via bespoke or otherwise individually negotiated terms and conditions that are not generally available to all Gemini Customers.
Gemini Clearing Fee Schedule
For information on the Gemini Clearing fee schedule ("Gemini Clearing Fee Schedule"), please see our Gemini Clearing Fee Schedule page here: 
https://www.gemini.com/fees/marketplace#section-gemini-clearing%E2%84%A2 

Marketplace

For information on the Gemini marketplace, please see our Marketplace page here:
https://gemini.com/marketplace/
Marketplace Controls
In an effort to foster a fair and orderly market, we have put in place marketplace controls (“Marketplace Controls”). For information on Gemini’s Marketplace Controls, please see our Marketplace page here:
https://gemini.com/marketplace/#marketplace-controls
You agree and understand that your acceptance of this User Agreement is considered to be your acceptance of our Marketplace Controls. We reserve the right to change or modify our Marketplace Controls at any time. Any change to our Marketplace Controls will be posted for at least three calendar days before it takes effect and no change will be in effect for less than 30 calendar days. You agree that by logging into your Account and/or authenticating to our API with your API key and using Gemini following any change to our Marketplace Controls, you are agreeing to accept our new Marketplace Controls.

Marketplace Fee Schedules

You agree and understand that your acceptance of this User Agreement is considered to be your acceptance of all of our marketplace fee schedules.
You agree to pay all fees associated with or incurred by your use of Gemini. 
For information on each of our marketplace fee schedules, please see below:
Website Fee Schedule
For information on our Web Application fee schedule (“Web Fee Schedule”), please see our Web Fee Schedule page here:
https://gemini.com/web-fee-schedule/ 
Mobile Fee Schedule
For information on our Mobile Application fee schedule (“Mobile Fee Schedule”), please see our Mobile Fee Schedule page here:
https://gemini.com/mobile-fee-schedule/ 
ActiveTrader™ Fee Schedule
For information on our ActiveTrader™ fee schedule (“ActiveTrader Fee Schedule”), please see our ActiveTrader™ Fee Schedule page here:
https://gemini.com/activetrader-fee-schedule/ 
API Fee Schedule
For information on our API fee schedule (“API Fee Schedule”), please see our API Fee Schedule page here:
https://gemini.com/api-fee-schedule/ 
Connectivity Fee Schedule
For information on Gemini’s connectivity fee schedule (“Connectivity Fee Schedule”), please see our Connectivity Fee Schedule page here:
https://gemini.com/connectivity-fee-schedule/

Marketplace Conduct Rules

You agree to abide by and understand that we enforce the following marketplace standards of conduct rules (“Marketplace Conduct Rules”) designed to prevent the use of Gemini for disruptive or manipulative conduct or deceptive practices, including, but not limited to, disruptive trading and price manipulation. We take our Marketplace Conduct Rules very seriously and it is our policy to take all the necessary steps to prohibit manipulative conduct or deceptive practices. The following are strictly prohibited on Gemini:
Fraudulent Acts
Neither you nor any related party shall engage or attempt to engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick, in connection with or related to any Order, Settlement Order, or Trade on or other activity related to Gemini.
Fictitious Transactions
Neither you nor any related party shall create or execute fictitious transactions or place any Order or Settlement Order for a fictitious transaction with knowledge of its nature.
Market Manipulation
Any disruptive trading in or manipulation of the Gemini marketplace whatsoever is prohibited. Orders or Settlement Orders placed on Gemini for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values are prohibited. If you or any related party make or assist in placing any such Order or Settlement Orders with knowledge of the purpose thereof or if you or any related party, with such knowledge, in any way assist in carrying out any plan or scheme for the placing of any such Order or Settlement Orders, you and any related party will be deemed to have engaged in an act detrimental to Gemini.
Violation of Applicable Laws and Regulations
Neither you nor any related party shall engage in conduct that is in violation of any applicable laws and regulations.
Misstatements
It is a violation of this User Agreement to make any misstatement of a material fact to Gemini, its board of managers, any committee thereof, or any director, officer, manager, or employee of Gemini.
Disrepute Upon You or Gemini
Neither you nor any related party may access Gemini in any way which could be expected to bring disrepute upon you or Gemini.
Acts Detrimental to Gemini
It is a violation of this User Agreement to engage in any act detrimental to Gemini, including any conduct that is inconsistent with any applicable laws and regulations that govern just and equitable principles of trade. Abusive practices, including without limitation, disruptive, fraudulent, noncompetitive, or unfair actions are strictly prohibited.
Non-Supervision
You shall be responsible for establishing, maintaining, and administering reasonable, written supervisory procedures to ensure that you and any related parties comply with all applicable laws and regulations. You may be held accountable for the actions of a related party. In addition, you shall be responsible for supervising related parties and may be held accountable for the actions of such related parties.
Disclosing Orders
Neither you nor any related party shall disclose to any person, including, but not limited to, another market participant, any Order or Settlement Order placed by you or any related party or any Order or Settlement Order placed by another person, including, but not limited to, another market participant.
Pre-Arranged Trades
Neither you nor any related party shall place any Order or Settlement Order on Gemini which has been pre-arranged (or discussed with another market participant prior to being placed on Gemini) for the purpose of creating an artificial price, fictitious Trade, or other disruptive, fraudulent, noncompetitive, or unfair impact on the Gemini marketplace.
Simultaneous Buy and Sell Orders
Neither you nor any related party shall place simultaneous buy and sell Orders that could potentially execute against each other, and it is a violation of this User Agreement to use the Gemini self-match prevention tool in a way that has the effect of misleading the market.
Wash Trades
Neither you nor any related party, through one or more accounts, shall place or accept buy and sell Orders at the same price, where you or any related party knows or reasonably should know that the purpose of the Orders is to avoid taking a bona fide market position exposed to market risk (transactions commonly known or referred to as wash trades). Buy and sell Orders from different accounts with common beneficial ownership and/or affiliation that are placed with the intent to: (i) negate market risk or price competition, or (ii) achieve a favorable fee schedule and the resulting benefits, shall also be deemed to violate our prohibition on wash trades. Additionally, neither you nor any related party shall knowingly execute or accommodate the execution of such Orders by direct or indirect means.
Money Passes
Neither you nor any related party shall prearrange the execution of transactions on Gemini for the purpose of passing money between accounts. All transactions executed on Gemini must be made in good faith for the purpose of executing bona fide transactions, and prearranged Trades intended to effectuate a transfer of funds from one account to another are strictly prohibited.
Accommodation Trading
Neither you nor any related party shall enter into non-competitive transactions on Gemini for the purpose of assisting another person to engage in transactions that are in violation of our Marketplace Conduct Rules or any applicable laws and regulations.
Front-Running
Neither you nor any related party shall take a position based upon non-public information regarding an impending transaction by another user.
Disruptive Practices
Neither you nor any related party shall engage in any trading, practice, or conduct on Gemini that:
  • Demonstrates intentional or reckless disregard for the orderly execution of transactions; or
  • Is, is of the character of, or is commonly known as "spoofing" (bidding or offering with the intent to cancel the bid or offer before execution).
All Orders and Settlement Orders must be placed for the purpose of executing bona fide transactions. Additionally, all non-actionable messages must be placed in good faith for legitimate purposes.
  • You shall not place or cause to be placed an Order or Settlement Order with the intent, at the time of entry, to cancel the Order or Settlement Order before execution or to modify the Order or Settlement Order to avoid execution;
  • You shall not place or cause to be placed an actionable or non-actionable message or messages with the intent to mislead other market participants;
  • You shall not place or cause to be placed an actionable or non-actionable message or messages with the intent to overload, delay, or disrupt the systems of Gemini or other market participants; and
  • You shall not place or cause to be placed an actionable or non-actionable message with the intent to disrupt, or with reckless disregard for the adverse impact on the orderly conduct of trading or the fair execution of transactions.
Intimidation/Coordination
Neither you nor any related party shall:
  • Coordinate prices (including quotations), Trades, or trade reports with any other market participant or any other person;
  • Direct or request another market participant to alter a price (including a quotation); or
  • Engage, directly or indirectly, in any conduct that threatens, harasses, coerces, intimidates, or otherwise attempts improperly to influence another market participant or any other person.
This includes, but is not limited to, any attempt to influence a market participant or person to adjust or maintain a price or quotation on Gemini or any related market, or any refusal to trade or any other conduct that retaliates against or discourages the competitive activities of another market participant or person.
Other Prohibited Transactions
Neither you nor any related party shall send or receive payments as consideration for the sale or supply of:
  • tobacco products;
  • prescription drugs from unlicensed or online pharmacies;
  • drugs and drug paraphernalia;
  • weapons (including, but not limited to, knives, guns, firearms or ammunition);
  • satellite and cable TV descramblers;
  • pornography, adult material, and material which incites violence, hatred, racism or which is considered obscene; 
  • government IDs and licences including replicas and novelty items  and any counterfeit products or forged documents;
  • multi-level marketing, pyramid selling or Ponzi schemes, matrix programmes or other "get rich quick" schemes or high yield investment programmes;
  • payday loans and pawn shops; and
  • any other activity that is deemed illegal or any item which encourages or facilitates illegal activity. 
Nothing in this Marketplace Conduct Rule with respect to the coordination of quotes or Trades shall be deemed to limit, constrain, or otherwise inhibit the freedom of a you or any related party to unilaterally: (i) set your own bid or ask on any Order Book, (ii) set the price at which you are willing to buy or sell, and (iii) set the quantity that you are willing to buy or sell, provided that such conduct is otherwise in compliance with all applicable laws and regulations.
These provisions apply to the entire Gemini marketplace at all times.

Custody

Gemini custodies your Cryptoassets in either your Account or a segregated custody account controlled and secured by Gemini. Cryptoassets custodied in your Account are pooled together in one or more of our Cryptoasset wallets. Cryptoassets custodied in a custody account are custodied pursuant to the Custody Agreement entered into by and between you and Gemini. You agree and understand that your acceptance of this User Agreement is considered to be your acceptance of the Custody Agreement.
Our Exchange Ledger tracks the balance and ownership of Cryptoassets of each Account. Account balance entries on our Exchange Ledger are not publicly disclosed. Cryptoassets custodied on your behalf are not treated as general assets of Gemini.
Cryptoasset Insurance
We maintain commercial crime insurance for Cryptoassets we custody on your behalf in our online hot wallet (“Hot Wallet”). Our insurance policy is made available through a combination of third-party insurance underwriters.
Our policy insures against the theft of Cryptoassets from our Hot Wallet that results from a security breach or hack, a fraudulent transfer, or employee theft.
Our policy does not cover any losses resulting from any unauthorised access to your Account. You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your login credentials and any other required forms of authentication, including your API keys. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorised access to or use of your Account. Please see the ‘Account Access’ section for more information.
Cryptoassets are not legal tender and are not backed by any government. 
Custody Fee Schedule
For information on Gemini’s custody fee schedule (“Custody Fee Schedule”), please see our Custody Fee Schedule page here:
https://gemini.com/custody-services/#fee-schedule
You agree and understand that your acceptance of this User Agreement is considered to be your acceptance of our Custody Fee Schedule.
For information on Gemini’s custody services, please see our custody services page here:
https://gemini.com/custody-services/

Deposits and Withdrawals

We email you receipt confirmation for all deposits and withdrawals.
Cryptoasset Deposits
Cryptoasset deposits will typically be credited to your Account after the required number of network confirmations, as determined by us in our sole discretion, have occurred on the blockchain for such Cryptoassets. You agree and understand that in certain situations, Cryptoasset deposits may be delayed in connection with Downtime or congestion of or disruption to a Cryptoasset Network.
Cryptoasset Withdrawals
Cryptoassets withdrawals will typically be processed at the speed of the relevant Cryptoasset Network. In certain situations, Cryptoasset withdrawals may be delayed in connection with Downtime or the congestion or disruption of a Cryptoasset Network.
Transfer Fee Schedule
For information on Gemini’s transfer fee schedule (“Transfer Fee Schedule”), please see our Transfer Fee Schedule page here:
https://gemini.com/transfer-fee-schedule/
You agree and understand that your acceptance of this User Agreement is considered to be your acceptance of our Transfer Fee Schedule.

Cryptoasset Networks

You understand that we do not own or control the underlying software protocols of Cryptoasset Networks which govern the operation of Cryptoassets. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. You agree and understand that: (i) we are not responsible for the operation of the underlying protocols, and (ii) we make no guarantees regarding their security, functionality, or availability.
Supported Networks
You agree and understand that we support, in our sole discretion, certain Cryptoasset Networks on Gemini (each, a “Supported Network”). Supported Networks are available here. You agree and understand that a Cryptoasset Network is not a Supported Network (each, an “Unsupported Network”), unless it is explicitly named as a Supported Network. You also agree and understand that we may, in our sole discretion, choose to support an Unsupported Network and make it a Supported Network on Gemini at any time. You further agree and understand that we may, in our sole discretion, choose to no longer support a Supported Network on Gemini and make it an Unsupported Network at any time.
Supported Cryptoassets and Waiver of Conflicts
You agree and understand that we support, in our sole discretion, certain Cryptoassets of Supported Networks on Gemini (each, a “Supported Cryptoasset”). Supported Cryptoassets available for trading on our Exchange are available here. Supported Cryptoassets that we provide Custody Services for are available here.
You agree and understand that a Cryptoasset of an Unsupported Network or a Cryptoasset that operates “on top of” a Supported Network is not a Supported Cryptoasset (each, an “Unsupported Cryptoasset”), unless it is explicitly named as a Supported Cryptoasset. You also agree and understand that we may, in our sole discretion, choose to support an Unsupported Cryptoasset and make it a Supported Cryptoasset on Gemini at any time. You further agree and understand that we may, in our sole discretion, choose to no longer support a Supported Cryptoasset on Gemini and make it an Unsupported Cryptoasset at any time.
You agree and understand that we are solely responsible for the operation of Gemini, our Exchange, clearing, Custody Services, Mobile Application, and the provision of other services described in this User Agreement (collectively, “Gemini Services”), and for making all decisions and determinations with respect to the Gemini Services. Such decisions and determinations could include, without limitation, the choice to support or not support a Cryptoasset or Cryptoasset Network, or a change to the terms of trading or transacting on or through Gemini Services in connection with any such Cryptoasset or Cryptoasset Network.
You agree and understand that we and our affiliates, shareholders, controlling persons, principals, directors, managers, officers, employees, and representatives or their respective affiliates (collectively, “Related Parties”) may directly or indirectly, including through interests in other entities, own, control, lend, borrow, or trade (each, to “Transact”) in a Cryptoasset or related financial instruments, including, without limitation, a security, bond, money market, and/or derivative (collectively, “Financial Instruments”), for their own account or on behalf of other persons or entities, at any time prior to and/or after we choose to support such Cryptoasset on the Gemini Services and make it a Supported Cryptoasset or increase the scope of the Gemini Services made available for a Cryptoasset that is already a Supported Cryptoasset. You also agree and understand that we and our Related Parties may Transact in a Cryptoasset or related Financial Instruments for their own account or on behalf of other persons or entities, at any time prior to and/or after we choose to no longer support such Cryptoasset on the Gemini Services and make it an Unsupported Cryptoasset or decrease the scope of the Gemini Services made available for a Cryptoasset that is a Supported Cryptoasset. 
You agree and understand that we and our Related Parties may have certain actual or potential conflicts of interest related to our decision to support or not support a Cryptoasset or increase or decrease the scope of the Gemini Services made available for such Cryptoasset. Without limiting any of our obligations to you under this User Agreement and to the extent permitted by law, you hereby agree to waive any claim or other similar cause of action, whether direct or indirect, against us or our Related Parties, in which there is asserted a breach of fiduciary duties, conflict of interest, or other similar violation or offense with respect to, or arising out of, us and/or our Related Parties Transacting in Cryptoassets or related Financial Instruments, as described herein.
You agree and understand that we may use our own services, including the Gemini Services. You further agree and understand that our Related Parties may be Gemini Customers and may use the services offered by us to Gemini Customers, including without limitation, the Gemini Services.
Forks
You agree and understand that the underlying protocols of Supported Networks are subject to changes in operating rules (each a “Fork”) that may result in more than one version (each, a “Forked Network”) and us holding a specified amount of Cryptoassets associated with each Forked Network. You further agree and understand that Forks may materially affect the value, function, and/or name of the Cryptoassets you hold on Gemini. 
In the event of a Fork, you agree and understand that we may temporarily suspend the operations of Gemini (with or without advance notice to you) while we choose, in our sole discretion, except as described herein, which Forked Networks to support. You agree and understand that in our best estimation we are unlikely to support most Forked Networks and that the Cryptoassets of most Forked Networks will likely not be made available to you.
CRYPTOASSET VALUES CAN FLUCTUATE SUBSTANTIALLY WHICH MAY RESULT IN A TOTAL LOSS OF THE VALUE OF CRYPTOASSETS HELD BY US ON YOUR BEHALF. THE SUPPLY OF CRYPTOASSETS AVAILABLE TO US TO PROVIDE TO YOU AS A RESULT OF A FORKED NETWORK AND OUR ABILITY TO DELIVER CRYPTOASSETS RESULTING FROM A FORKED NETWORK MAY DEPEND ON THIRD PARTY PROVIDERS THAT ARE OUTSIDE OF OUR CONTROL. WE DO NOT OWN OR CONTROL ANY OF THE PROTOCOLS THAT ARE USED IN CONNECTION WITH CRYPTOASSETS AND THEIR RELATED CRYPTOASSET NETWORKS, INCLUDING THOSE RESULTING FROM A FORKED NETWORK. ACCORDINGLY, WE DISCLAIM ALL LIABILITY RELATING TO SUCH PROTOCOLS AND ANY CHANGE IN THE VALUE OF ANY CRYPTOASSETS (WHETHER OF A FORKED NETWORK OR OTHERWISE), AND WE MAKE NO GUARANTEES REGARDING THE SECURITY, FUNCTIONALITY, OR AVAILABILITY OF SUCH PROTOCOLS OR CRYPTOASSET NETWORKS. YOU ACCEPT ALL RISKS ASSOCIATED WITH THE USE OF GEMINI TO CONDUCT TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS.
In the event of a Fork of a Supported Network, we will support the Forked Network that requires the greatest total threshold number of hash attempts to mine all existing blocks measured during the 48-hour period following a Fork (the “Greatest Cumulative Computational Difficulty”) and will retain the name and ticker of the Cryptoasset that existed prior to the Fork. You agree and understand that we may, in our sole discretion, suspend operations, in whole or in part (with or without advance notice), for however long we deem necessary, while we make this determination. If we are unable to make a conclusive determination as to which Forked Network has the Greatest Cumulative Computational Difficulty, or if we determine in good faith that Greatest Cumulative Computational Difficulty is not a reasonable criterion upon which to make a determination, we will support the Forked Network that we deem in good faith is most likely to be supported by the greatest number of users and miners and will retain the name and ticker of the Cryptoasset that existed prior to the Fork. We may also support the other Forked Network, in which case we will call its Cryptoasset by a different name and use a different ticker.
Unsupported Forked Networks
You agree and understand that we may choose, in our sole discretion, except as described herein, not to support a Forked Network (each, an “Unsupported Forked Network”) and that you have no right, claim, or other privilege to any Cryptoassets of an Unsupported Forked Network. With respect to an Unsupported Forked Network, we will treat its Cryptoassets as Unsupported Cryptoassets and we may, in our sole discretion, elect to:
A. Abandon or otherwise not pursue obtaining these Unsupported Cryptoassets;
B. Determine your balance at the time of the Fork, account for the resulting Cryptoassets as your property, and make them available to you via a one-time withdrawal mechanism (“One-Time Withdrawal”) (subject to the withholding and retention by us of any amount reasonably necessary, as determined in our sole discretion, to fairly compensate us for the efforts expended to make such Cryptoassets available.) Please Note: A One-Time Withdrawal does not make an Unsupported Cryptoasset Forked Network a Supported Network or its Cryptoassets Supported Cryptoassets; or 
C. In rare circumstances, pursue and retain the resulting Cryptoassets as property belonging to solely us. However, with respect to any Unsupported Forked Network that we subsequently decide to treat as a Supported Network, we will make such Cryptoassets available to you (and will not retain such Cryptoassets as property belonging to us).
You agree and understand that we will only give Written Notice if we elect to pursue option (B).
You agree and understand that if you wish to ensure access to Cryptoassets related to both Forked Networks following a Fork, or an Airdrop (as defined below), you must withdraw your Cryptoassets from Gemini prior to any Fork or Airdrop. 
Please note: If we decide to support an Unsupported Forked Network and its Cryptoassets in the future, we will determine your balance at the time of the Fork (minus any applicable One-Time Withdrawals) and account for it as your property, which will be reflected in your Account. 
Unsolicited Transfers
You agree and understand that in the event that you or a third party deposits Unsupported Cryptoassets into a Cryptoasset address that we control, we have the right to and will account for any such Unsupported Cryptoassets as our property. 
You agree and understand that in the event that a third party deposits Supported Cryptoassets into a Cryptoasset address that we control, we have the right to and will account for any such Supported Cryptoassets as follows:
A. Your property if sent to your Depository Account or Custody Account; or 
B. Our property, belonging solely to us, if sent to any other Cryptoasset address that we control.
You further agree and understand that the types of transfers described in this section (each an “Unsolicited Transfer”) do not create or represent any relationship between us and the sender and do not subject us to any obligations whatsoever as they relate to the sender.
You further agree and understand that we have absolutely no obligation or duty to return the Cryptoassets of an Unsolicited Transfer. 
Airdrops
You agree and understand that in the event that a Cryptoasset Network attempts to or does distribute (sometimes called “airdropping” or “bootstrapping”) its Cryptoassets to Cryptoasset addresses of a Supported Network, we will treat this Cryptoasset Network as an Unsupported Forked Network.
You further agree and understand that airdropped Cryptoassets do not create or represent any relationship between us and the sender and/or the related Cryptoasset Network and do not subject us to any obligations whatsoever as they relate to the sender and/or the related Cryptoasset Network. 

Privacy of Information

You agree that the information contained in your Account is only for you and that you will not cause others to access or rely upon it (other than your tax advisor or attorney, or as otherwise prescribed by law) without our prior Written Consent. We agree that we will keep such information confidential, subject to the following paragraph.
You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Gemini’s Privacy Policy, which is incorporated into this User Agreement by reference. 
Recording and Recordkeeping
You agree and understand that for our mutual protection we may electronically record any telephone conversation we have with you. You also agree and understand that we maintain and retain records of all information, activities, and communications relating to your Account and use of Gemini.
Data
You explicitly consent to us accessing, processing, and retaining any information you provide to us, for the purposes of providing payment services to you. This does not affect our respective rights and obligations under data protection legislation. You may withdraw this consent by closing your Account. If you withdraw consent in this way, we will cease using your data for this purpose, but may continue to process your data for other purposes where we have other lawful grounds to do so, such as where we are legally required to keep records of transactions. The processing of your data is governed by Gemini’s Privacy Policy.

General Use

Code of Conduct
We work hard to make Gemini safe, secure, and compliant. To that end, we expect that you treat our employees, including our Customer Support Team, as you would like to be treated yourself: with respect. Any use of inappropriate or abusive language towards any of our employees is strictly prohibited. Examples include, but are not limited to, verbal threats, harassment, aggressive comments, or behaviour that is disrespectful. This type of behaviour is a direct violation of our Code of Conduct and this User Agreement. If you engage in this type of behavior, we will politely ask you to stop. If you continue to engage in this type of behaviour, we will terminate your Account.
Proprietary Rights and Limitations on Use
Gemini is our proprietary platform. Gemini is protected by copyright and other intellectual property laws. Except as set forth in our API agreement (“API Agreement”) and our Market Data Agreement, you agree and understand not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store Gemini source code or similar proprietary or confidential data or other similar information provided via Gemini, without our express prior written consent. You may not use Gemini for any unlawful purpose.
We hereby grant you a non-assignable and non-exclusive personal, worldwide, royalty-free license to use Gemini and to access Gemini Market Data and other informational content through Gemini in accordance with our API Agreement, Market Data Agreement, and this User Agreement. All other uses are prohibited. All rights in and to Gemini, and not granted herein, are reserved. For more information, please see our API Agreement and Market Data Agreement here:
https://gemini.com/api-agreement/
https://gemini.com/market-data-agreement
Gemini and the Gemini logo (whether registered or unregistered) (the "Gemini Marks") are proprietary marks licensed to Gemini and protected by applicable trademark laws. Nothing contained in this User Agreement should be construed as granting any license or right to use any of the Gemini Marks displayed here without our express written consent. Any unauthorised use of the Gemini Marks is strictly prohibited.
Also, you may not use any of the Gemini Marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any investment products (e.g., Cryptoassets, fiat currency, securities, commodities, investment or trading products, derivatives, structured products, investment funds, investment portfolios, commodity pools, swaps, securitisations or synthetic products, etc.), including where the price, return, and/or performance of the investment product is based on, derived from, or related to Gemini or any portion thereof, without a separate written agreement with us. We may use technology that is the subject of one or more pending patent applications.
Service Modifications
You agree and understand that we may modify part of or all of Gemini’s Cryptoasset services without notice. 
Downtime and Maintenance
You agree and understand that part of or all of Gemini may be periodically unavailable during scheduled maintenance or unscheduled downtime (collectively, “Downtime”).
For information on Gemini’s scheduled maintenance windows, please see our Marketplace page here:
https://gemini.com/marketplace/#downtime-and-maintenance
You agree and understand that Gemini is not liable or responsible to you for any inconvenience or damage to you as a result of Downtime. Following Downtime, when services resume, you understand that market conditions and prices may differ significantly from the market conditions and prices prior to such Downtime.
Risks
Please note the following risks in accessing or using Gemini:
  • The risk of loss in trading Cryptoassets may be substantial and losses may occur over a short period of time;
  • The price and liquidity of Cryptoassets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;
  • Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Cryptoassets;
  • In your jurisdiction, Gemini may not be regulated as a financial institution;
  • Deposits into your Account may not be considered deposits under the applicable laws, rules, or regulations in your jurisdiction;
  • Cryptoassets in your Account are not subject to deposit insurance protection;
  • Cryptoassets are not legal tender and are not backed by the government;
  • Transactions in Cryptoassets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
  • Some Cryptoasset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction;
  • The value of Cryptoassets may be derived from the continued willingness of market participants to exchange fiat currency or Cryptoassets for Cryptoassets, which may result in the potential for permanent and total loss of value of a particular Cryptoasset should the market for that Cryptoasset disappear;
  • The nature of Cryptoassets may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by Gemini may prevent the access to or use of your Cryptoassets; and
  • Any bond or trust account maintained by Gemini for the benefit of our Users may not be sufficient to cover all losses due to theft or fraud incurred by Users.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that Gemini does not give advice or recommendations regarding Cryptoassets, including the suitability and appropriateness of, and investment strategies for, Cryptoassets. You agree and understand that you access and use Gemini at your own risk; however, this brief statement does not disclose all of the risks associated with Cryptoassets and using Gemini. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of relevant funds, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.
Third-Party Websites
Gemini may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. You agree and understand that Gemini has no control over any such other websites or their content and will have no liability arising out of or related to such websites or their content. The existence of any such links does not constitute an endorsement of such websites, their content, or their operators. Gemini is providing these links to you only as a convenience.
Third-Party Service Providers
You agree and understand that we may use third parties to gather, review, and transmit your data and activity from one or more of your financial institutions to us. By using Gemini, you agree to grant third-party providers that we may engage the right, power, and authority to access and transmit your data, activity, and personal and financial information from one or more of your financial institutions to us in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies. 
You agree and understand that we may use third parties to gather, review, and submit or facilitate submitting your data and activity from us to regulatory authorities on our behalf. By using Gemini, you agree to grant third-party providers that we may engage, the right, power, and authority to access and submit your data, activity, and personal and financial information to regulatory authorities on our behalf and in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies. 
Third-Party Information Accuracy and Usage
An information provider is any company or person who directly or indirectly provides us with information (“Information Provider”). Such information could include, but is not limited to, overall market data, quotations from other exchanges, markets, dealers, and/or miners of Cryptoassets. The third-party information we may provide through Gemini has been obtained from Information Providers and sources we believe are reliable; however, we cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the Information Providers. You may use this information only for your own benefit. You may not reproduce, sell, distribute, circulate, create derivative works from, store, commercially exploit in any way, or provide it to any other person or entity without our written consent or the consent of the Information Provider, if required.
Tax Advice and Information
You agree and understand that Gemini does not provide legal, tax, or investment advice, and to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction prior to using Gemini or implementing any financial plan. We will, however, provide you with any necessary information required of you by the Revenue Commissioners or any other applicable governmental agency if you have executed at least one Trade on Gemini. Please email compliance@gemini.com if you have any questions.
Non-Solicitation
You agree and understand that all Orders and Settlement Orders received through and by Gemini are considered unsolicited, which means that you have not received any investment advice from us or any Gemini Service Provider in connection with any Orders or Settlement Orders you place, including those you place via our API, and that we do not conduct a suitability review of any Orders or Settlement Orders you place, including those you place via our API. You also agree and understand that you have not and do not expect to receive any investment advice from us nor any of our affiliates in connection with your Orders or Settlement Orders. In addition, you agree and understand that your review of our blog and/or FAQ does not constitute any solicitation or investment advice.
Investment Advice
You agree and understand that all investment decisions are made solely by you. Notwithstanding anything in this User Agreement, you agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, your decisions. You agree and understand that under no circumstances will the operation of Gemini and your use of Gemini be deemed to create a relationship that includes the provision of or tendering of investment advice.
Sophisticated Investing
You agree and understand that by using Gemini and placing Orders or Settlement Orders, you have sufficient knowledge to place such Orders or Settlement Orders. You are responsible for making sure that any Orders or Settlement Orders placed by you are accurate and intentional. We may, in some cases, and at our sole discretion, require secondary electronic, verbal, written or other confirmation before acting if your account activity is outside of its normal range of activities.
You agree and understand that the information and services provided by Gemini are not provided to, and may not be used by, any individual or institution in any jurisdiction where the provision or use thereof would be contrary to any Applicable Laws and Regulations, the rules or regulations of any governmental authority or regulatory organisation, or where Gemini is not authorised to provide such information or services. Gemini may not be available in all jurisdictions.
Accessing Gemini
You agree and understand that you are not allowed to enter any restricted area of any computer or network of Gemini or any Gemini Service Provider under any circumstances, or perform any functions that are not authorised by this User Agreement. You should never access Gemini from an unsecured or public computer and/or network.
Press Guidelines
We encourage and hereby authorise press and media to refer to Gemini, provided that any reference is accompanied by:
  • Attribution to Gemini, and
  • A hyperlink to Gemini.com, when possible.
For all press and media inquiries, please email press@gemini.com.
Right of Offset
You agree and understand that we have the right to offset: (i) negative balances in your electronic money account at Gemini Payments by selling the necessary amount of Cryptoassets in your Account on the open market at a price no lower than 5% below the Prevailing Market Price to offset such negative balances; and (ii) any and all debts owed to Gemini through the offset of balances of your Account or any related Account.
Gemini will provide you with immediate notice when your Account balance becomes negative. Gemini will also provide you with twenty-four (24) hours’ prior notice before executing its right of offset.
Unclaimed Cryptoassets
If your Account holds a balance at the time of its closure, or if your account remains closed or dormant with a balance for a long enough period of time, we will ask you to withdraw your Cryptoassets within a reasonable period of time. During which time your Account will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period you will not be able to access your Account but you may withdraw any remaining Cryptoassets by contacting Customer Support and requesting that the Cryptoassets are sent to you in a manner that is reasonably acceptable for us. 
If you want to access your transaction history after the closure of your Account, you will need to contact Customer Support and request the information. 
You may withdraw your Cryptoassets and access your transaction history for a period of six years from the date of closure of your Account, but we suggest that you withdraw your remaining Cryptoassets as soon as possible as they will not earn any interest while in your Account. We may refuse a withdrawal request if it is made more than six (6) years after the date of termination of this User Agreement, and any Cryptoassets held by us after this time shall cease to be held by us for you and shall instead become our Cryptoassets. 
We reserve the right to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks before authorising any withdrawal of your Cryptoassets, including in relation to returning any Cryptoassets to you after you have closed your Account.

Prohibited Use

Export Controls
The services we provide are subject to international export controls and economic sanctions requirements. By purchasing Cryptoassets on Gemini, you represent and warrant that your acquisition and use of any such Cryptoassets comports with those requirements. Without limiting the foregoing, you may not buy Cryptoassets on Gemini or use any of our services that we provide if: (i) you are in, under the control of, or a national or resident of any country subject to United States embargo, United Nations sanctions, (each, a “Prohibited Jurisdiction”), or if you are on the U.S. Treasury Department's Specially Designated Nationals List, the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List financial sanctions regime (each, a “Governmental Watchlist”); or (ii) you intend to sell any Cryptoassets bought on Gemini or offer any services that we provide on Gemini to any country, national, or resident of a Prohibited Jurisdiction or to any person on a Governmental Watchlist.
Unlicensed or Illegal Gambling
It is strictly prohibited to use Gemini for storing, sending, or receiving wagers or proceeds of unlicensed or illegal lotteries or gambling services (including, but not limited to, illegal sports betting, casino games and poker games).
You agree and understand that we have the right to immediately (i) suspend your Account and any Related Account, (ii) freeze/lock the Cryptoassets in all such accounts, and (iii) suspend your access to Gemini, if we suspect, in our sole discretion, any such accounts to be in violation of this User Agreement.
You agree and understand that if your Account or any Related Account is determined, in our sole discretion, to be in violation or to have been in violation of any provision of this User Agreement, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this User Agreement and/or applicable laws and regulations.

General Provisions 

You agree and understand to be legally bound by the terms and conditions set forth in this User Agreement and that this User Agreement governs your use of Gemini and the services we provide. By clicking “I AGREE” (or the current equivalent) during the account opening process, you agree and understand to be legally bound by the terms and conditions of this User Agreement and agree and understand that you have received the disclosures set forth here. If you do not agree to be legally bound by the terms and conditions of this User Agreement, do not click “I AGREE” (or the current equivalent) and please do not visit, access, or use Gemini in any capacity or manner. Whether or not you click “I AGREE” (or the current equivalent), if you sign up for an account and use Gemini in any capacity or manner, you agree, by virtue of any such action, to be legally bound by the terms and conditions of this User Agreement (including any changes or amendments) in their entirety.
Disclaimer of Warranties
For the avoidance of doubt, neither we nor any Gemini Service Provider are giving investment advice, tax advice, legal advice, or other professional advice by allowing you to use Gemini, and the services we or any Gemini Service Provider provide, including, but not limited to, the ability to buy, sell, or store Cryptoassets. In addition, neither we nor any Gemini Service Provider recommend, or endorse that you buy or sell Cryptoassets, including bitcoin, ether, or any other asset, or that you make any investment or enter into any Trade. Before engaging in any trading or investment activity, you should always consult a qualified professional.
The services we and Gemini Service Providers provide are provided to you on a strictly “as is,” “where is,” and “where available” basis. Neither we nor any Gemini Service Provider represent or warrant to the accuracy, completeness, currentness, non infringement, merchantability, or fitness for a particular purpose of Gemini or the information contained therein or services contained thereon. Gemini does not make any representations or warranties that access to the Website or use of the services will be continuous, uninterrupted, or error-free.
Disclaimer of Liability
Except to the extent required by law, neither we nor any Gemini Service Provider shall be liable to you, whether in contract or tort, for any punitive, special, indirect, consequential, incidental, or similar damages (even if we and/or any Gemini Service Provider have been advised of the possibility thereof) in connection with this user agreement, your use or attempted use of Gemini or any of the information, services or transactions contemplated by this User Agreement.
Moreover, and also except to the extent required by law, neither we nor any Gemini Service Provider shall be liable to you, whether in contract or tort, for any direct damages of any kind (even if we and/or any Gemini Service Provider have been advised of the possibility thereof) in connection with this User Agreement, your use or attempted use of Gemini or any of the information, services or transactions contemplated by this User Agreement.
In no event shall we or any Gemini Service Provider be liable to you or anyone else for any loss or injury resulting directly or indirectly from your use of Gemini or any services provided by us or any Gemini Service Provider, including, but not limited to, any loss caused in whole or in part by any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including, but not limited to, those arising from our negligence or the negligence of any Gemini Service Provider or contingencies beyond our or any Gemini Service Providers’ control in procuring, compiling, interpreting, computing, reporting, or delivering Gemini, the services thereon or the information therein. In no event shall we or any Gemini Service Provider be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of Gemini the services thereon or the information therein.
This limitation on liability includes, but is not limited to any damage or interruptions caused by any computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, domain typosquatting, or other attacks, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorised access, theft, operator errors, strikes or other labor problems, or any force majeure. Neither we nor any Gemini Service Provider guarantee continuous, uninterrupted, or secure access to Gemini.
If this disclaimer of liability section is deemed to conflict with any other section of this User Agreement, this disclaimer of liability section supersedes the other section.
Reasonable Care
We agree to take reasonable care and use commercially reasonable efforts in executing our responsibilities to you pursuant this User Agreement, or such higher care where required by law or as specified by this User Agreement.
You agree that we cannot be held responsible for any failure or delay to act by any Gemini Service Provider, including our Banks, or any other participant that is within the time limits permitted by this User Agreement or prescribed by law, or that is caused by your negligence.
You further agree that neither we nor any Gemini Service Provider can be held responsible for any Clearly Erroneous Transaction (as defined in the ‘Clearly Erroneous Transaction Policy' section) or “System Failure” (defined as a failure of any computer hardware or software used by Gemini, a Gemini Service Provider, or any telecommunications lines or devices used by Gemini or a Gemini Service Provider), or Downtime, which prevents us from fulfilling our obligations under this User Agreement, provided that we or the relevant Gemini Service Provider (as applicable) used commercially reasonable efforts to prevent or limit such erroneous Orders, erroneous Settlement Orders, erroneous Trades, System Failures, or Downtime. You also agree that neither we nor any Gemini Service Provider can be held responsible for any other circumstances beyond our or such Gemini Service Providers’ (as the case may be) reasonable control.
In addition, you agree and understand that any act or omission made by us or any Gemini Service Provider in reliance upon or in accordance with any applicable laws and regulations, shall constitute reasonable care and be commercially reasonable.
We use commercially reasonable efforts to provide you with a reliable and secure platform, which includes our Exchange and Custody Services. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside of our control. These factors can contribute to delays, errors in service, or system outages. You may experience difficulties in accessing your Account, withdrawing your Cryptoassets, depositing your Cryptoassets, and/or placing and/or canceling Orders or Settlement Orders.
Force Majeure
You agree and understand that in no event shall we or any Gemini Service Provider be liable for any delay, failure in performance or interruption of service which result directly or indirectly from any cause or condition, whether or not foreseeable, beyond our or any Gemini Service Providers’ reasonable control, including, but not limited to, any delay or failure due to any act of God, nuclear or natural disaster, epidemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency or interruption, loss, or malfunction of equipment or utlility, communications, computer (hardware or software), Internet or network provider services.
Indemnities
In no event shall we or any Gemini Service Provider be liable for any act, omission, error of judgment, or loss suffered by you in connection with this User Agreement or your use or attempted use of Gemini. You agree to indemnify and hold us and all Gemini Service Providers harmless from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of Gemini, or our and any Gemini Service Providers’ performance or nonperformance of duties to you.
You agree to indemnify us and any Gemini Service Provider for actual, reasonable legal costs and expenses directly related to your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of Gemini. As a result, we will be entitled to charge your Account or any Related Account for such costs without notice, including legal and enforcement related costs that we incur. Any withholding will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and we may place any amounts garnered from you in a separate account, and will pay you the remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of said account until the matter is resolved. We will provide copies of all invoices on request.
Entire Agreement 
This User Agreement, our Privacy Policy, our API Agreement, Custody Agreement, and our Market Data Agreement, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and Gemini Intergalactic Europe Limited as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this User Agreement), as well as every nature between and among you and us. 
Separately Negotiated Arrangements
From time to time, we may, subject to applicable laws and regulations and as determined by us in our sole discretion, enter into separately negotiated arrangements with certain Gemini Customers pursuant to a confidential side letter or similar agreement that supplements certain of the economic or other terms of this User Agreement, in each case solely as applicable to that Gemini Customer’s relationship with and use of Gemini. Such arrangements may involve, among other matters: (i) different incentives, including, but not limited to, different economic, funding, and/or fee terms, or other payments; (ii) the ability to receive additional or customised market information not generally available to other Gemini Customers (subject to the terms of the Gemini API Agreement); (iii) preferred access to Gemini customer service resources; or (iv) an agreement to permit representatives of such Gemini Customer to serve on any customer representative bodies or advisory committees that we may form. 
Any such separately negotiated arrangements will be entered into based on factors or considerations determined by us to be relevant in our sole discretion, and arrangements or terms offered to one Gemini Customer generally are not available to all, or even any, other Gemini Customers. Examples of factors we may consider in deciding whether to negotiate customised terms via a confidential side letter or similar agreement include, but are not limited to: (i) whether a Gemini Customer plans to or is expected to conduct a significant or high volume of trading activity on our Exchange, or (ii) whether a Gemini Customer is subject to specific and unique legal, tax, or regulatory obligations or requirements. You agree and understand that you nor any other Gemini Customer shall have any right or legal recourse against us or any Gemini Customer that receives additional or different rights or terms as a result of a separately negotiated arrangement. You further agree and understand that the validity of or enforceability of the terms and conditions of this User Agreement entered into by and between you and Gemini shall not be affected by the existence of or the terms and conditions of any separately negotiated arrangement with any Gemini Customer.
Assignment
This User Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This User Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
Amendments
We may amend this User Agreement, any agreement incorporated by reference, or the Fee Schedules at any time by posting the amended version on the Website, emailing it to you, or communicating it to you through the Website or Mobile Application. Each amended version will be effective as of the time it is posted, and your continued use of Gemini Services after the posting of an amended version constitutes your acceptance of the amended version.
Relationship of the Parties
You agree and understand that nothing in this User Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and related provisions herein, nothing expressed in, mentioned in, or implied from this User Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this User Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this User Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
Injunctive Relief
You agree and understand that your obligations and the obligations of each user set forth in this User Agreement are necessary and reasonable in order to protect us and our business. You expressly agree that due to the unique nature of our business, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this User Agreement. Accordingly, you agree and understand that any such violation or threatened violation shall cause irreparable injury to the us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to obtain injunctive relief against any threatened breach of this User Agreement or your continuation of any such breach, without the necessity of proving actual damages.
Severability
You agree and understand that if any provision of this User Agreement, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law or regulation. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of this User Agreement shall not be affected.
Change of Control
In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Survival
You agree and understand that all provisions of this User Agreement, which by their nature extend beyond the termination or expiration of this User Agreement, including, but not limited to, sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds or Cryptoassets, general use of Gemini, disputes with us, and general provisions, shall survive the termination or expiration of this User Agreement.
Miscellaneous 
Section headings in this User Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this User Agreement. Unless the express context otherwise requires: (i) the words “hereof,” “herein,” “hereunder” and words of similar import, when used in this User Agreement, shall refer to this User Agreement as a whole and not to any particular provision of this User Agreement; (ii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iii) wherever the word “include,” “includes” or “including” is used in this User Agreement, it shall be deemed to be followed by the words “without limitation”; (iv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (v) the word “or” shall not be interpreted to be exclusive.
Non-Waiver of Rights
This User Agreement shall not be construed to waive rights that cannot be waived under applicable laws and regulations, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon your strict compliance with any term or provision of this User Agreement shall not be construed as a waiver for you to not comply with such term or provision.
Governing Law
This User Agreement, your use of Gemini, your rights and obligations, and all actions contemplated by, arising out of or related to this User Agreement shall be governed by the laws of Ireland and subject to the non-exclusive jurisdiction of the Irish courts, except in cases in which the mandatory laws of the country where you are domiciled are more favourable to you than Irish law, in which case you may assert any rights you have under the mandatory laws of the country where you are domiciled. YOU AGREE THAT ALL ORDERS, SETTLEMENT ORDERS, TRADES, DEPOSITS, WITHDRAWALS, OR SALES ON GEMINI AND CONTEMPLATED ACCORDING TO THE TERMS OF THIS USER AGREEMENT SHALL BE DEEMED TO HAVE OCCURRED IN IRELAND AND BE SUBJECT TO THE INTERNAL LAWS OF IRELAND WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

Questions, Feedback, and Complaints

If you have any questions, would like to provide feedback, or would like more information about Gemini, please feel free to email us at support@gemini.com.
If you would like to lodge a complaint, please contact our Customer Support Team at support@gemini.com using the email address on record for you.
Per regulation 60A of the CJA, cryptoasset activity may not fall within the scope of the Financial Services and Pensions Ombudsman (“FSPO”) . As such, you may have no recourse to the GSPO in the event of a complaint relating to Gemini.
Submissions to Gemini
We cannot agree to obligations of confidentiality or nondisclosure with regard to any unsolicited information you submit to us, regardless of the method or medium chosen. By submitting unsolicited information or materials to us or any Gemini Service Provider, you or anyone acting on your behalf, agree that any such information or materials will not be considered confidential or proprietary.
We do not provide any facility for sending or receiving private or confidential electronic communications. You should not use Gemini to transmit any communication for which you intend only you and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered using Gemini can and may be read by us, regardless of whether we are the intended recipients of such messages. Nevertheless, access to messages and other content will be accessible only by employees and Gemini Service Providers that reasonably need such access.
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Cryptoasset trading involves a high degree of risk. The Cryptoasset market is new and unproven and may not grow. Cryptoassets may experience frequent price volatility due to (i) the small use of Cryptoassets in the retail and commercial marketplace in comparison to relatively large use by speculators and (ii) the lack of assurance that a person or institution who accepts Cryptoassets as payment today will continue to do so in the future. Such price volatility may adversely affect an investment in Cryptoassets so prior to using Gemini, please evaluate the merits and risks of the investment and be able to bear the economic risk of losing your entire investment in a short period of time. No material on Gemini should be considered as an offer by Gemini to sell or solicitation by Gemini of any offer to buy Cryptoassets.

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