Gemini Intergalactic EU Artemis Derivatives User Agreement

Introduction

1. Welcome! Thanks for visiting Gemini's derivatives brokerage service platform (the "Platform") operated by and proprietary to Gemini Intergalactic EU Artemis, Limited (the "Company"), a private limited company registered in Malta, with company number C110965, licensed and regulated by the Malta Financial Services Authority (“MFSA”) as a Class 2 Investment Firm under the Investment Services Act. References in this User Agreement (as defined below) to "Company", "we", "our" or "us", are to the Company, and references to "you" or "your" are to an User, the person(s) with whom the Company enters, or has entered into, this User Agreement, and/or the person(s) who is/are visiting, accessing or using, or attempting to visit, access or use, the Platform. 
2. You agree and understand that by signing up and/or opening an Account, clicking "I AGREE" and/or visiting, accessing or using, or attempting to visit, access or use, the Platform, you have been categorised under MiFID II, have received all relevant disclosures under the MFSA Conduct of Business Rulebook, and (where applicable) have undergone an appropriateness assessment for trading complex products and are agreeing to enter into this User Agreement including, without limitation, any and all other policies, documents, materials or information incorporated by reference herein (collectively, as amended, supplemented or replaced from time to time, the "User Agreement") among yourself, the Company and all Users, and be legally bound by its terms and conditions. As this User Agreement is a legally binding contract, please carefully read through all the terms and conditions in this User Agreement before visiting, accessing or using the Platform. If any of the terms or conditions in this User Agreement are unacceptable to you, please do not visit, access or use the Platform. 
3. The Company reserves the right, in its sole and absolute discretion subject to Applicable Laws and Regulations, to amend, supplement and/or replace at any time and from time to time, any or all of the terms and conditions in this User Agreement. You agree and understand that by logging into your Account or authenticating to the Company's application programming interface ("API") with your API key ("API Authenticating" or "API Authentication") following any change to this User Agreement, your login or API Authentication, as applicable, shall constitute your agreement to the amended, supplemented and/or replaced User Agreement between you and the Company, and you agree to be legally bound by its terms and conditions as amended, supplemented and/or replaced. You should, therefore, read this User Agreement from time to time. You agree and understand that the Company has the right to require your affirmative assent and continuing acceptance of this User Agreement, from time to time, as a condition of your accessing or using the Platform, logging into your Account, or API Authenticating, as applicable. If you do not agree to be bound by this User Agreement, you should not visit, access or use the Platform, login to your Account, or API Authenticate. Should an User disagree with this User Agreement (including any amendments, supplementations and/or replacements), the User should close their Account in accordance with Clause 8.14 below.
4. Please ensure that you have read, understood and accepted the risks described in the Risk Disclosure Statement before signing up and opening an Account with the Company. You should be aware that the risk of suffering losses in trading or holding Contracts can be substantial. You should carefully consider whether trading or holding Contracts is suitable for you in light of your financial condition and obtain appropriate legal, tax, financial and/or other advice from a qualified professional. Gemini Intergalactic EU Artemis, Ltd is authorised and regulated by the Malta Financial Services Authority (“MFSA”) as an investment firm under the Investment Services Act (Cap. 370, Malta). These services are provided in accordance with MiFID II and MFSA Conduct of Business Rules. Derivatives are complex instruments and come with a high risk of losing money rapidly due to leverage. You should consider whether you understand how these products work and whether you can afford to take the high risk of losing your money.” Please proceed at your own risk.
5. By entering into transactions brokered through the Company or its affiliates, you acknowledge and agree that such transactions may involve third-party counterparties that are not affiliated with the Company or any of its affiliates. In such cases, you are contracting directly with a third party, and you bear all associated risks, including but not limited to counterparty credit risk, performance default, and settlement failure. The Company and its Affiliates do not assume any responsibility or liability for the performance, terms, or outcome of any product or transaction entered into with such third-party counterparties. The terms and conditions applicable to third-party derivatives and transactions are available on the Platform, and it is your sole responsibility to review, understand, and accept those terms prior to transacting. You are encouraged to conduct your own independent due diligence before entering into any such trade.

2. Interpretation and Definitions

2.1 For the purposes of this User Agreement:

1. any actual, attempted, threatened or proposed Market Disruption Event, Market Misconduct, Platform Breach or manipulative activity;
2. any circumstance that materially affects the performance or operation of the Platform or the Users including (but not limited to) flood, pandemic, extraordinary weather conditions, earthquake, act of God, fire, war, insurrection, malicious acts of damage, riot, labour dispute, accident, communication failure, power and electricity supply failure, equipment or software malfunction; and
3. any action taken by a regulatory, governmental, judicial, arbitral, quasi-governmental or other authority or agency having an impact on the Platform or the Users.

1. an Index Constituent that contributes to the Index price of a Contract experiencing any outage or error; or
2. any other event or circumstance occurring which the Company determines has the effect of restricting orderly and fair trading.

1. a new Order;
2. a change to an open Order;
3. a cancellation of an open Order; or
4. a change in the leverage in respect of an Order or a Position.
   “Order Type” means an Order for a Contract can be submitted on the following terms (each, an "Order Type"): 

1. References to this User Agreement or any other agreement, policy, document, material or information incorporated herein includes any amendment to, or supplementation or replacement of, this User Agreement or any such agreement, policy, document, material or information.
2. Section headings in this User Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this User Agreement. Unless this User Agreement expressly provides to the contrary, any reference in this User Agreement to:
3. certain information being "as described" on the website and/or API documentation means that such information on the website and/or API documentation is being provided for general information and reference purposes only (but the terms of this User Agreement prevail and such information on the website and/or API documentation does not amend, prevail over or affect the interpretation of this User Agreement);
4. a formula, calculation, ratio, matter, policy, threshold, balance, sum, amount, event or any other matter "as determined by the Company" means such matter as determined by the Company in its sole and absolute discretion;
5. "amend" means any amendment, novation, supplement, extension, replacement or restatement;
6. a party or any other person includes its successors in title, permitted assigns and permitted transferees;
7. a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association or body (including a partnership, trust, fund, joint venture or consortium), or other entity (whether or not having separate legal personality);
8. "include", "includes", or "including" means including without limitation;
9. a provision in any Applicable Laws and Regulations is a reference to that provision, as may be amended, supplemented or re-enacted from time to time;
10. the words "hereof," "herein," "hereunder" and words of similar import, shall refer to this User Agreement as a whole and not to any particular provision of this User Agreement;
11. "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";
12. "or" shall not be interpreted to be exclusive;
13. words importing the singular shall be deemed to include the plural and vice versa and words importing a specific gender shall include the other genders (male, female or neuter).
14. A Clause or a Schedule is a reference to a clause of or a schedule to this User Agreement.

3. Eligibility

1. To access and use the Platform, you must meet the following trading criteria ("Trading Criteria") to the satisfaction of the Company:
2. you are a person with full legal capacity and authority to (i) access and use the Platform, and (ii) enter into and deliver, and perform your obligations under this User Agreement, and any other agreement(s) entered into pursuant to, or in connection with, the User Agreement;
3. (in the case of an individual) you are above 18 years old and of legal age to form a binding contract under all Applicable Laws and Regulations, and have full capacity to enter into this User Agreement, and any other agreement(s) entered into pursuant to, or in connection with, this User Agreement, and to make decisions regarding your investments or transactions;
4. you have accepted and agreed to be legally bound by the terms and conditions of this User Agreement in their entirety;
5. you have read, understood and accepted the risks described in the Risk Disclosure Statement in their entirety;
6. you have made the representations and given the warranties set out in this User Agreement;
7. your Account has not been disabled, suspended, removed or closed under this User Agreement;
8. You are not a person or entity subject to sanctions or restrictions under applicable EU, Maltese or international financial sanctions regimes, and are not resident in a jurisdiction where the Company is prohibited from providing investment services.;
9. you are not restricted or prohibited from accessing or using the Platform by any Applicable Laws and Regulations; and
10. you comply with this User Agreement, all Applicable Laws and Regulations and any other terms imposed by the Company.
11. Without prejudice to any of the Company's rights under this User Agreement, the Company may, in its sole and absolute discretion, cease, disable, restrict or terminate your use of, and/or access to, the Platform at any time for any reason or no reason whatsoever. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such cessation, disablement, restriction and/or termination of your use of, and/or access to, the Platform.
12. You are solely responsible for having your own appropriate systems, infrastructure and controls in place to access and use the Platform.

4. User General Obligations

1. Each User shall on an on-going and continuing basis:
2. meet the Trading Criteria;
3. comply with this User Agreement and all Applicable Laws and Regulations;
4. cooperate with, and provide all requisite information or assistance to, the Company and any Gemini Service Provider, to facilitate or support the Company's compliance with all Applicable Laws and Regulations;
5. take any other action that the Company determines, in its sole and absolute discretion, is necessary or desirable to ensure a fair and orderly market; and
6. ensure that all information provided or made available to the Company and any Gemini Service Provider is true, accurate, complete and up-to-date.
7. refrain from engaging in any conduct that constitutes or may constitute market abuse, manipulation, insider dealing, or any other form of unfair or unlawful trading practice, whether under MiFID II, the EU Market Abuse Regulations (Regulation (EU) No 596/2014), or other Applicable Laws and Regulations. The User agrees not to engage in any activity that may interfere with the integrity of the market, create a false or misleading appearance of liquidity or pricing, or otherwise impair the orderly execution of transactions. 

5. Platform Execution Services 

1. The Platform is a trading facility where Contracts can be executed.
2. The Platform can be accessed during Trading Hours, save that, without prejudice to any of the Company's rights in this User Agreement, the Company may temporarily halt or limit access to (or use of) the Platform (a "Trading Halt").
3. Nothing under this User Agreement, and nothing in the relationship between you and the Company gives rise to any fiduciary, advisory, trust, agency or equitable duties by the Company. No communication or information provided to you by the Company is intended as, or shall be considered or construed as, investment advice, financial advice, tax advice, trading advice, or any other sort of advice. You should consult your legal, financial, accounting, tax and other professionals or advisers regarding your specific situation, before you access the Platform, submit any Order or enter into any Trade or Contract. The Company shall have no obligations to you under this User Agreement except as expressly and specifically set out in this User Agreement.
4. Nothing on the Platform shall be construed as the Company marketing, promoting, soliciting, recommending or advising on, or in respect of, any of the Contracts or Trades. The Company does not, and has no obligation to, advise an User on the merits, risks and/or any other aspects of any of the Contracts or Trades. Each User  shall make its own independent decision to access and use the Platform, place Orders and/or enter into Trades. Each User is fully and solely responsible for any Losses incurred in respect of its Trades. Users should seek independent advice where appropriate. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, arising from, or as a consequence of, any decisions you make to place Orders and/or enter into Contracts or Trades on the Platform  .

6. Platform Public Data

7. Supported Contracts and Other Services

1. The list of Contracts which can be traded on the Platform, as well as their respective Contract Specifications
2. The Company may in its sole and absolute discretion and at any time, subject to Applicable Law and Regulations:
3. suspend trading of or remove any Contract(s) from the Platform;
4. add new Contract(s) to the Platform; and
5. amend any provision or term of any Contract (including the Contract Specifications in respect of a Contract).
6. Where practicable and in line with the Applicable Law and Regulations, the Company will give Clients prior written notice of material changes affecting their positions. Without prejudice to the generality of the foregoing, the Company may not be able to give Notice where it suspends or removes the trading of a Contract from the Platform due to any action, request or directive by a governmental, regulatory or other authority. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, arising from, or as a consequence of, any such action taken by the Company.
7. You acknowledge and agree that the Platform only supports certain Contracts, and this may change from time to time. The Company may, in its sole and absolute discretion, suspend or terminate its support for any Contract from the Platform, and the Company will use reasonable endeavours to give reasonable Notice where practicable. Without prejudice to the generality of the foregoing, the Company may not be able to give Notice where it suspends or terminates its support for any Digital Asset from the Platform due to any action, request or directive by a governmental, regulatory or other authority. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such action taken by the Company.
8. The Company has sole and absolute discretion, without prior Notice to you or any other persons or entities, in determining whether or not it would make available some or all of the products and services offered on the Platform in any jurisdiction. The availability of some or all of such products or services in any specific jurisdiction depends on a number of factors, including, without limitation, whether the provision or receipt of such products or services is lawful in that jurisdiction. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, arising from, or as a consequence of, the availability or unavailability of any or all of such products and services offered on the Platform.
9. The Company may also make available other products or services from time to time, to persons deemed to be eligible for such products or services in the Company's sole and absolute discretion, which shall be subject to such terms and conditions as may be prescribed by the Company. Such terms and conditions may be incorporated by reference into and supplement this User Agreement.
10. You acknowledge and agree that the Company may modify part of or all of the Platform without prior Notice.

8. Account
Account Opening

1. Only persons who have opened an account with the Company ("Account") and successfully completed the Company's AML Program are considered customers of the Company, and hence an User. The User agrees that they will not allow any unauthorised persons, or any other persons who have not successfully completed the Company's AML Program, to access or use their Account. Subject to the Company's AML Program, an Account may be opened on behalf of an institution by an individual who is a beneficial owner and/or designated representative of the said institution. By doing so, the individual warrants and agrees that he/she is a beneficial owner and/or designated representative of the said institution. The Company, or a third-party service provider, is hereby authorised to take any measures that the Company considers necessary to verify and authenticate the person's identity, confirm the information submitted, and to take any action the Company deems necessary based on the results.
2. In furtherance of the Company's AML Program, the Company reserves the right to require Users to provide the Company with additional information and/or require Users to undergo a background check prior to being authorised to use the Platform, or at any point thereafter, in accordance with Applicable Laws and Regulations.

Sub Accounts and Account Balance

1. In order to access the Platform, the User must register and open an Account. Each Account may have one or more sub-accounts ("Sub Account"). 
2. The User's Account Balance, as displayed on the User's trading screen when using the Platform, may reflect different balances under different services provided by other Gemini entities and third parties under Related Contracts.

Account Access

1. Each User is only permitted to access their Account using their Account login credentials and other required forms of authentication. The Company requires multi-factor authentication ("2FA") to keep each Account safe and secure. As a result, each User is required to use at least two forms of authentication when accessing their Account and performing certain operations in their Account. If the User chooses to install and use a 2FA application on a device (e.g., phone or tablet) on which the operating system has been tampered with in any way, the User does so at their own risk. This includes, but is not limited to, a "rooted" (Android) or "jailbroken" (iOS) device. The Company reserves the right in its sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. The User agrees that the Company may provide their 2FA data to a third-party service provider in order to help the Company authenticate the User.
2. Each User agrees that their Account login credentials and any other required forms of authentication, where applicable, have been chosen by the User. Each User also agrees to keep their Account login credentials and any other required forms of authentication, including their API keys, confidential and separate from each other, as well as separate from any other information or documents relating to their Account.
3. Each User agrees and understands that their disclosure of login information to third parties may negate the Company's user authentication measures and allow unauthorised access to their Account. Each User agrees that the Company cannot be held liable for unauthorised access or other Loss resulting from their disclosure or other transmission, whether intentional or inadvertent, of their login information to third parties except where otherwise required by Applicable Law and Regulations.
4. Each User agrees and understands that they are solely responsible (and they will not hold the Company responsible) for managing and maintaining the security of their Account login credentials and any other required forms of authentication, including their API keys. Each User further agrees and understands that, the Company is not responsible (and they will not hold the Company responsible) for any unauthorised access to or use of their Account, except where otherwise required by Applicable Law and Regulations.
5. Each User agrees and understands that they are responsible for monitoring their Account. If they notice any unauthorised or suspicious activity in their account, they are to visit the Company's Help Center and notify the Company immediately.

Account Communication

1. The Company will use the email address on record for the User's Account as the primary means of communicating with the User. Each User acknowledges and agrees that the only authorised way to contact the Company is through the Help Center. Third parties may advertise or publish alternative ways to contact the Company or use other measures to pose as the Company. The Company cannot verify the authenticity of any such alternative contacts, and they pose a risk of fraud and other malfeasance. As such, Users are strongly recommended not to attempt to contact the Company using these methods. Each User agrees that the Company cannot be held liable for unauthorised access to their Account or other Losses resulting from such fraud or other malfeasance by third parties. To ensure that each User receives all of the Company's communications, they agree to keep their email address up-to-date and immediately notify the Company if there are any changes. Delivery of any communication to an User's email address on record shall be considered valid and effective for all purposes. Any email communication shall be considered to be received by you immediately upon our sending of the relevant email to you. If any email communication is returned as undeliverable, the Company retains the right to block the User's access to the Platform until the User provides and confirms a new and valid email address.

Account Review and Acknowledgment

1. It is important for Users to understand that it is their sole responsibility to review their Account Information and any Notices. Each User also agrees and understands that for the purposes of review and acknowledgment, they will be deemed to have reviewed their Account Information and all Notices on a regular basis. If for any reason they are unable to do so, or they do not receive the Company's communications, it is their responsibility to visit the Company's Help Center and notify the Company immediately.
2. Each User understands that every communication sent to their email on record will be deemed to have been acknowledged as correct, approved, and confirmed by them unless the Company had received Written Notice to the contrary within three calendar days from the date the communication was sent except to the extent the Company is required to act otherwise under Applicable Law and Regulations.
3. The Company retains the right to make changes or adjustments to the User's Account as necessary and appropriate, and in the Company's sole and absolute discretion, to comply with any Applicable Laws and Regulations or to ensure market integrity. Please see the "Clearly Erroneous Transaction Policy" section below for more information.

Account Closure

1. Subject to the terms of this User Agreement, Users may close any of their Accounts at any time. Each User agrees and understands that closing an Account will not affect any rights and obligations incurred prior to the date of Account closure. Users may be required to either cancel or complete all Contracts, Orders, Trades or Positions and, in accordance with the provisions of this User Agreement, provide transfer instructions on where to transfer any Digital Assets remaining in their Account. Users are responsible for any and all fees, costs, expenses, charges, or obligations associated with the closing of their Account. In the event that the costs of closing of their Account exceeds the value in their Account, the User is responsible for reimbursing the Company the amount of such shortfall. Users may not close any of their Accounts to avoid paying any Fees otherwise due or to avoid any examination or other requirements relating to the Company's AML Program, or if any such closure of Accounts is restricted or prohibited by Applicable Laws and Regulations.

Account Suspension

1. Each User agrees and understands that the Company has the right to immediately (i) suspend, terminate and/or restrict access to, their Accounts and all Accounts beneficially owned by them and any members of their household or for which they are a representative or authorised signatory and, in the case of entities, any affiliates or related entities (each, a "Related Account"), (ii) suspend, terminate and/or restrict the User's access to the Platform and any or all of the products and services on the Platform, (iii) refuse to act upon any instruction, request or order from the User, (iv) refuse to complete, block, reverse, cancel, modify and/or disregard any Order, Contract, Trade or Position, (v) freeze/lock the Digital Assets in all such Accounts or Related Accounts and seek to recover additional Digital Assets in the event that the Digital Assets in their Accounts are insufficient to cover the Platform's Losses, and/or (vi) take any and all other actions (or refrain from taking any other actions) that the Company deems appropriate, in each case if the Company suspects or has determined, the User and/or any such Accounts or Related Accounts to be in violation of:
2. any provision of any Trade, Contract or this User Agreement;
3. any Applicable Laws or Regulations; or
4. the Company's AML Program,

1. Each User further agrees and understands that the Company has the right to immediately (i) suspend, terminate and/or restrict access to, their Accounts and any Related Account, (ii) suspend, terminate and/or restrict the User's access to the Platform and any or all of the products and services on the Platform, (iii) refuse to act upon any instruction, request or order from the User, (iv) refuse to complete, block, reverse, cancel, modify and/or disregard any Order, Contract, Trade or Position, (v) freeze/lock the Digital Assets in all such Accounts or Related Accounts and seek to recover additional Digital Assets in the event that the Digital Assets in their Accounts are insufficient to cover the Platform's Losses, and/or (vi) take any and all other actions (or refrain from taking any other actions) that the Company deems appropriate,:
2. the Company is required or requested to do so by a regulatory authority, governmental authority, judicial body or agency, court order, or subpoena;
3. their Account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental or regulatory proceeding;
4. their Account has a negative balance for any reason;
5. their Account has a balance that needs to be reconciled for any reason;
6. the Company believes someone is attempting to gain unauthorised access to their Account;
7. the Company believes there is unusual activity in their Account;
8. the Company believes that the User is using the Platform, their login credentials, or other Account Information in an unauthorised or inappropriate manner; or
9. their Account has not been accessed in two years or more.
10. If an User's Account has been suspended or terminated or a restriction has been imposed on the Users access to the Account, the User will be notified when accessing the Platform. The Company may give Written Notice as soon as practicable that the User's Account has been suspended or terminated or that a restriction has been imposed on the Users access to the Account, and may disclose the reasons for any such suspension, termination or restriction, if permitted to do so by Applicable Laws and Regulations.
11. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any action or inaction of the Company pursuant to Clauses 8.19 to 8.22 above except where otherwise required by Applicable Law and Regulations.

Account Investigations

1. Each User agrees and understands that the Company has the right to immediately investigate their Account and any Related Account, in any of the following circumstances:
2. if the Company suspects, that the User and/or any such Account has committed a Conduct Violation;
3. if the Company is required or requested to do so by a regulatory authority, governmental authority, judicial body or agency, court order, or subpoena;
4. if the Account is, or is related to any Account or Related Account that is, subject to any pending litigation, investigation, or governmental or regulatory proceeding;
5. the Company believes someone is attempting to gain unauthorised access to their Account;
6. the Company believes there is unusual activity in their Account;
7. the Company believes that the User is using the Platform, their login credentials, or other Account Information in an unauthorised or inappropriate manner; or
8. The Company may (but is not obligated to), in its sole and absolute discretion, give Written Notice that an User's Account is the subject of an investigation and may (but is not obligated to), in its sole and absolute discretion, share the general nature of the investigation, if permitted to do so by Applicable Laws and Regulations.
9. Each User agrees and understands that upon the Company's request and within the time frame designated by the Company, the User and any related party are obligated to respond to any interrogatories in writing and to furnish any documentary materials and other information in connection with any investigation initiated pursuant to this User Agreement. Each User agrees and understands that neither them nor any related party shall impede or delay any investigation or proceeding conducted pursuant to this User Agreement, nor refuse to comply with any request made pursuant to this User Agreement. Following the conclusion of an investigation, the Company will make, in its sole and absolute discretion, a determination based upon the weight of the evidence.
10. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any such investigation or determination.

Account Remedies for Breach

1. Each User agrees and understands that if the User, their Account, or any Related Account is determined, in the Company's sole opinion, to have committed a Conduct Violation, the Company has the right to debit from their Account or any Related Account (i) the value of any incentives, Trading Fee discounts or rebates that the User or the holder of a Related Account has received in connection with this User Agreement at any time after one year preceding the date on which the Company become aware of the existence of the Conduct Violation and (ii) any other Losses suffered by the Company as a result of the Conduct Violation. The Company also has the right to make changes in the User's Account, or any Related Account, where such Digital Assets were credited to their Account, or any Related Account, in reliance on their obligation to fund the purchase price and the User having failed to fulfil such an obligation. In such an instance, the Company has the right to retain any such Digital Assets, including any appreciation in price or value thereof. Each User further agrees and understands that if the Company determines, in its sole opinion, that an User has colluded, coordinated, and/or collaborated with any other User to commit a Conduct Violation, all such Users will be jointly and severally liable for the whole value of any incentives, Trading Fee discounts, rebates, and/or Losses to which the Company is entitled under this Clause  and any such amounts may be debited, in the Company's sole and absolute discretion, from these Users' Accounts, or in each case, any Related Account.

Account Termination

1. Each User agrees and understands that the Company has the right to suspend, terminate and/or restrict their access to the Platform and any Account(s) or Related Account(s) at any time and for whatever reason (including, without limitation, for violation of this User Agreement or Applicable Laws or Regulations) or no reason whatsoever, and that if the Company does so, the User's obligations under this User Agreement will continue until they are satisfied in full, extinguished or expressly waived by the Company. Each User further agrees and understands that the Company has the right to take any and all necessary and/or appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations. If an User's Account is terminated, then subject to any requirements, restrictions or prohibitions under Applicable Laws and Regulations, the Company will return the User's balance, less (a) the value of any and all Fees, Trading Fee discounts, rebates, debts owed to the Company, offsets, and/or Losses that the Company is entitled to pursuant to this User Agreement, and/or (b) any and all amounts, debts, obligations or liabilities (whether accrued, contingent or otherwise) that the User owes under any and all Orders, Trades and Contracts ((a) and (b) collectively, the "Deductions"). Subject to any rights or claims that the Company, any User or any other persons or entities may have against the balance of the User's Account, any investigation, court order, or subpoena, and/or any requirements, restrictions or prohibitions under Applicable Laws and Regulations, if there is a Digital Asset balance remaining in the User's Account, the User agrees that the Company will return the remaining Digital Assets (less any and all Deductions) to the User's account held by the relevant Gemini entity. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any User or any other person or entity for any Losses by reason of, arising from, or as a consequence of, any such suspension, termination and/or restriction on access to the Platform, and/or any Account(s) and/or Related Account(s).

Account Security

1. The User covenants with the Company that it shall, on demand by the Company pay, discharge and satisfy all of its present and future, obligations and liabilities to the Company, whether actual or contingent and whether owed jointly or severally, as principal or surety or in any other capacity, under or in connection with this User Agreement, together with all interest (including, without limitation, default interest) accruing in respect of those obligations or liabilities (the “Secured Obligations”).
2. The User declares that to the extent that any Secured Assets are, for any reason, not effectively secured pursuant to Clause 8.25 above, the User shall hold the benefit of the same on trust for the Company as security for the payment and discharge of the Secured Obligations.
3. At any time following the occurrence of an Platform Breach or Conduct Violation, or in the event of a Liquidation per the provisions of this User Agreement (including where the Company declares an Early Settlement or the User has amended a Position) (an "Enforcement Event"), the security created under this User Agreement is immediately enforceable and the Company may and without notice to the User or any prior authorisation from any court, enforce all or any part of that security (at such time, in the manner and on the terms it thinks fit and take possession of and hold or dispose of all or any part of the Secured Assets (at the time, in the manner and on the terms it thinks fit (including whether for cash or non-cash consideration)) and exercise all or any of the rights, powers, authorities and discretions conferred by law and by this User Agreement on mortgagees or receivers, irrespective of whether the Company has taken possession or appointed a receiver of the Secured Assets.
4. Neither the Company nor any receiver shall be liable in respect of any of the Secured Assets or for any loss or damage which arises out of the exercise or the attempted or purported exercise of, or the failure to exercise any of, their respective powers, unless caused by its gross negligence or wilful default.
5. The obligations of, and the security created by, the User under this User Agreement will not be affected by an act, omission, matter or thing which, but for Clauses 8.28 to 8.29, would reduce, release or prejudice any of its obligations under this User Agreement (without limitation and whether or not known to it or the Company).

9. Trading

General

1. An User may, where permitted under this User Agreement, propose to enter into a Trade through the Platform by submitting an Order.
2. The Company operates the Platform as an execution broker, providing access to order matching and routing infrastructure for Users. The Platform matches a User’s Order with one or more Orders submitted by other Users, in accordance with this Clause 9. When all applicable preconditions are satisfied, the Company executes the Trade on an agency basis under the best execution requirements, by arranging the conclusion of a transaction between the matched Users. Company, that the Trade is a legally binding contract between such Users acting as principals, and the Company is not a party to the Trade.
3. Each User is responsible for any Trade executed on the Platform. It is each User's responsibility to assess the merits and risks associated with the Trade.
4. Each User is responsible for any Order made by them on the Platform, including ensuring that the Order is properly submitted on the Platform through the website, API or any other means which the Company may specify or make available from time to time. Order Management Requests may be rejected or cancelled by the Platform and/or the Company and it is each User's responsibility to verify whether an Order Management Request has been accepted by the Platform and/or the Company. Under no circumstance shall any of the Indemnified Persons be responsible or liable to any User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any Order not being submitted by an User or any Order Management Request being rejected, cancelled or not received by the Platform for any reason except where otherwise required by Applicable Law and Regulations. Orders are submitted to the Platform at the User's own risk.
5. The Company is entitled to rely on, and an User is bound by, all Orders and Trades made by the User through their Account.
6. The Company may impose any minimum and/or maximum limits to (a) the number or amount of Orders that the User may submit on the Platform, (b) the number or amount of Trades that the User may enter into, and/or (c) the number or amount of Positions that the User may maintain.
7. The Company shall have the right to suspend or restrict your ability to place Orders at any time 
8. While the Company strives to ensure that your Order and/or Trades would be processed as soon as practicable, there may be instances in which the processing of your Order and/or Trades is delayed or has to be cancelled due to whatever reason (including, without limitation, if there is any system, technical or operational issues that prohibits the Platform and/or the Company from processing your Order and/or Trade) or for no reason whatsoever. Under no circumstance shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any cancellation or delay in processing any Order, and/or Trade.

10. Orders
Order Submission and Execution

1. You understand and agree that the liquidation, settlement and certain other steps for certain Contracts offered by third-party service providers will be governed by the terms and conditions of such third-party service providers.
2. The Company shall have the right to suspend or restrict your ability to place one or more Order Type(s). Under no circumstance shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, your inability to place any Order Type.
3. Each User agrees and understands that Orders may be subject to delays, difficulties, or conditions affecting transmission or execution over which the Company has no control, including but not limited to mechanical or electronic failure or market congestion. However, the Company will apply best execution standards in accordance with Applicable Law and Regulations, and remains responsible where delays or errors are caused by internal systems or processes. Each User further understands that contingent Orders may not always limit losses as expected if market conditions prevent execution at or near the stop price. Where such Orders are advertised as a product feature, the Company will make reasonable efforts to explain any execution risks and limitations.All Orders may be subject to automated compliance checks. If an Order is flagged or meets certain criteria, it may require manual review and approval. The Company will use commercially reasonable efforts to review these Orders promptly and will notify the User if an Order is rejected or cancelled. The Company may also require the User to confirm an Order by phone or other authentication before execution.

Order Acceptance and Cancellation

1. Subject to certain validation and risk checks conducted by the Platform, the Order may be accepted by the Platform. Upon an Order being accepted by the Platform:
2. the Company will send a Written Notice to the User confirming that the Order has been accepted by the Platform; and
3. a hold will be placed on the relevant initial margin amount in the User's relevant Sub Account (that may be governed under a Related Contract)  to which such Order is allocated, and such initial margin amount will not be available for any other purpose or be able to be transferred out of the Sub Account until the Order and/or Position is closed and all associated Fees are settled.
4. Certain Orders may be cancelled by the User through the Platform before the Order is executed by the Platform. An Order is irrevocable and cannot be cancelled by the User after a Trade has been executed after being matched on the Platform.

Genuine Order

1. An User shall only submit and make Orders which represent a genuine intention to execute a Trade. An User must not submit or make Orders with the purpose of manipulating or creating a false market on the Platform, engaging in any Market Misconduct or otherwise submitting or making any Orders without the intention to execute a Trade. The Company monitors Orders and implements policies and measures to restrict and reject Orders which the Company considers to be manipulative, misleading, not genuine, non-bona-fide, or otherwise abusive.

Clearly Erroneous Transaction Policy

1. In determining whether a transaction is a Clearly Erroneous Transaction, the Company will consider the following:
2. whether the Trade is unusual or suspicious;
3. whether the Trade constitutes, or is entered into in connection with, any Market Misconduct, as determined;
4. whether there was a disruption or malfunction in the operation of any trading system or component of the Platform, the Company, any Gemini Service Provider, or any Digital Asset network; or
5. whether there were extraordinary market conditions or other circumstances in which the nullification or modification of Trades may be necessary for the maintenance of a fair and orderly market.
6. The Company will make a determination and take any action pursuant to this Clearly Erroneous Transaction Policy as soon as practicable. If an User is a party to any action taken, the Company will notify the User via Written Notice as soon as practicable.

Trade Execution

1. The Platform facilitates the submission of Orders, which are transmitted for execution on an agency basis to one or more third-party venues. Execution of Orders is subject to validation, risk checks, and any other applicable terms and conditions as determined by the Company in accordance with its execution arrangements.Order, Trade and Position Amendment or Cancellation
2. The Company may, take any steps to amend, adjust, close, reverse, Liquidate, mitigate, off-set, deleverage or settle (as applicable) any Order, Trade or Position in respect of any User for any of the following purposes or in any of the following circumstances:
3. in the event the Company declares an Early Settlement;
4. to correct or adjust any clerical, operational or other error;
5. upon the occurrence of a Market Disruption Event;
6. where the Company determines, in its sole and absolute discretion, that there has been any breach of Applicable Laws and Regulations;
7. where the Company determines, in its sole and absolute discretion, that it is necessary or desirable in order to preserve the integrity of the trading market;
8. where the Company determines, in its sole and absolute discretion, that any Order or Trade is otherwise manipulative or abusive; or

 11. Settlement

12. Liquidation

1. Liquidation may be effected either (i) on the Platform, through the Platform's designated liquidation systems, or (ii) off-Platform, through external mechanisms as agreed under the applicable Related Contracts.
2. Where the User has elected to utilise the Platform's liquidation mechanism, the Platform may automatically initiate liquidation of the relevant open position. Such liquidation shall be executed in accordance with the operational parameters of the Platform. Upon Platform-based liquidation, open orders relating to the affected position may be cancelled and any applicable liquidation fee may be deducted from the User’s balance. For fully funded Contracts, user can liquidate within the Platform, whilst settlement will be carried out via Related Contracts. 
3. Where liquidation is effected off-Platform, the Company shall have no involvement in or responsibility for initiating or executing liquidation, nor shall it be liable for any delay, loss, or damage arising from such external liquidation process. In such cases, the User is solely responsible for ensuring performance and compliance with the applicable margin obligations (if applicable) and settlement terms.
4. The Company makes no guarantee as to the availability, timing, or outcome of any liquidation event. Without prejudice to any other provision in this User Agreement, all calculations and determinations performed by the Company in connection with the Platform and/or any Contracts, Orders, Trades and/or Positions are intended to be accurate and carried out in good faith. Such calculations and determinations shall, in the absence of manifest error or breach of applicable law or regulatory obligation, be final and binding as between the User and the Company. The Company shall not be liable for any Losses arising from such calculations or determinations unless caused by the Company’s gross negligence, wilful misconduct,  except otherwise stipulated under Applicable Law and Regulation.     

13. Market Misconduct

1. A User must not under any circumstances engage in any conduct or behaviour or take any action that the Company determines in its sole and absolute discretion to be market misconduct ("Market Misconduct"), including but not limited to:
2. fraudulent acts, including any engagement in any scheme to defraud, deceive or trick, in connection with or related to any acts on the Platform or any other activity related to the Company;
3. fictitious transactions; market manipulation, including any disruptive trading or conduct on the Platform for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values, which includes but is not limited to pre-arranged or coordinated trades with any other market participant, simultaneous buy and sell orders, wash trading, money passes or other pre-arranged trades intended to effectuate a transfer of funds from one account to another, and front-running;
4. violation of Applicable Laws and Regulations;
5. misrepresentation or misstatements of material facts; and
6. any other acts detrimental to the Company, including any conduct that is inconsistent with the just and equitable principles of trade, including but not limited to abusive practices, disruptive, fraudulent, non-competitive, or unfair actions,

1. Without prejudice to any other provision in this User Agreement, the Company may take any action it deems necessary, to ensure a fair and orderly trading market or to maintain the stability or integrity of the Platform. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, the Company taking any action (or not taking any action) in response to any Market Misconduct, and/or taking any action to ensure a fair and orderly trading market or to maintain the stability or integrity of the Platform.

14. Platform Breach

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

15. Notices

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

16. Representation and Warranties

1. Each User separately represents, warrants and undertakes (i) on an on-going and continuing basis; (ii) upon their submission of an Order and (iii) upon the execution of a Trade that:
2. they meet the Trading Criteria in full, no Platform Breach has occurred, and the User has not committed (or attempted to commit) any Market Misconduct);
3. they are:
4. in the case of a natural person, a lawful resident of, or
5. in the case of any other legal entity, organised, incorporated, or established under the laws of, a jurisdiction in which the Company has made the Platform available, as set forth here;
6. they are not, and are not beneficially owned by or controlled by, a U.S. Person ("U.S. Person"), which includes a natural person, partnership, corporation, trust, investment vehicle, or other legal person organised, incorporated, or established under the laws of the United States or ordinarily resident or having its principal place of business in the United States;
7. they have accepted this User Agreement and the Risk Disclosure Statement, and ratifies and confirms all acts done or caused to be done by the Company under this User Agreement;
8. this User Agreement constitutes valid and legally binding obligations, enforceable against the User in accordance with their respective terms;
9. (in respect of a natural person) they are above 18 years of age (and above the legal age of majority in their relevant jurisdiction) and has full capacity to agree to this User Agreement and enter into a Trade;
10. (in respect of a partnership, firm, company or other entity) they are duly organised and validly existing under the laws of the jurisdiction of their organisation or incorporation, and, if relevant under such laws, in good standing and has the necessary corporate or other power, capacity and authority to enter into this User Agreement and enter into any Order or Trade, maintain any Position, and otherwise perform their obligations hereunder, and has taken all necessary actions to authorise such execution, delivery and performance;
11. their entry into and performance of, and the obligations contemplated by, this User Agreement, and all Contracts, Orders, Trades and Positions do not and will not conflict with any Applicable Laws and Regulations or (in respect of a partnership, firm, company or other entity) any constitutional document, agreement or instrument binding upon them, including all anti- money laundering, countering of financing of terrorism and/or sanction requirements and restrictions;
12. all governmental, regulatory and other permissions, authorisations, approvals, licences and consents that are required to have been obtained by them (i) with respect to this User Agreement, and (ii) to enter into an Order, Trade or Position, have been obtained and are in full force and effect and all conditions of any such permissions, authorisations, approvals, licences and consents have been complied with  all the activities that they carry out under this User Agreement will be in compliance with the requirements of all Applicable Laws and Regulations as well as the various policies of the Company;
13. they will comply with the Company's AML Program and all Applicable Laws and Regulations in relation to anti-money laundering, countering the financing of terrorism and/or sanctions ;
14. none of the Digital Assets in their Account are the direct or indirect proceeds of any criminal, unlawful or fraudulent activity;
15. they are not bankrupt or insolvent and are not subject to any bankruptcy, insolvency, liquidation, winding-up proceedings or other proceedings for the relief of debtors or dissolution proceedings under any Applicable Laws and Regulations;
16. there are no litigation, arbitration or administrative proceedings before any court, arbitral body or agency pending or, to their knowledge, threatened, which could reasonably be anticipated to have any adverse effect on their ability or capacity to perform their obligations under this User Agreement or the accuracy of the representations and warranties hereunder or thereunder;
17. they will notify the Company immediately if they have knowledge or reason for suspecting that a Market Disruption Event and/or an Platform Breach has occurred and/or any person has committed (or attempted to commit) any Market Misconduct;
18. all documents, materials and information that they provide to the Company are true, accurate, complete and up-to-date in all respects, and may be relied upon by the Company in determining whether or not the User fulfils the Trading Criteria, or for any other purposes;
19. they are acting for their own account and are solely responsible for making their own decisions to initiate any Order or enter into any Trade, and they are not relying on any communication (written or oral) from the Company as solicitation, representation, recommendation, marketing, promotion, investment advice or any other advice (including, without any limitation, any advice as to the meaning and effect of this User Agreement);
20. they are entering into this User Agreement and each Order and Trade as principal and not as agent of any person or entity;
21. they are aware of the risks related to trading on the Platform  are trading with the assets which they can afford to lose, have a high risk tolerance, have knowledge of and experience in highly volatile markets and have the necessary experience and knowledge to understand such risk and any and all other risks involved in relation to each Order and Trade.
22. they have sought and obtained such independent advice as they may deem necessary as to the meaning and effect of this User Agreement, or in order to enter into an Order or Trade, and the risks involved in respect of the same.
23. The User acknowledges and accepts that some Contracts may be subject to third-party settlement and custody infrastructure, and that the Company does not warrant the enforceability of any legal or economic rights arising from such third-party issued instruments.
24. Each User acknowledges and agrees that the Indemnified Persons have relied on each of these representations, warranties and undertakings as setting out the basis upon which the User is entitled to access the Platform, and to enter into a Contract, Order, Trade and/or Position.

17. Fees

1. Each User agrees and understands that their acceptance of this User Agreement is considered to be their acceptance of the Company's right to charge a Trading Fee and any other Fees associated with or incurred by an User's use of the Platform. Such Fees are set out in the Company's fee schedule and Cost Structure under Key Information Document. You understand and agree that for Contracts enabled by third-party service providers the fee charged will be displayed to You on the Platform before the execution of the Trade.
2. The Company has the right to collect Fees from an User including by deducting an amount equivalent to the Fees from the Account Balance.

18. Emergency

1. The Company reserves the right to declare an Emergency and to implement temporary emergency rules and procedures, in its and take any actions (or refrain from taking any action) that the Company deems necessary or appropriate including (but not limited to) the following actions:
2. terminating, suspending or curtailing trading, or limiting trading to Liquidation only (in whole or in part);
3. amending any Contracts, Orders, Trades and/or Positions;
4. providing for alternative settlement mechanisms;
5. ordering the Liquidation, transfer, reduction or closure of Orders, Trades or Positions;
6. extending, limiting or changing the Trading Hours;
7. temporarily modifying or suspending any provision of this User Agreement;
8. requiring Users to meet special margin requirements;
9. imposing or modifying any limits (including trading, price or position limits);
10. fixing the Liquidation Price at which Positions are to be Liquidated; and/or       any other action as required under Applicable Laws and Regulations or requested or required by any regulatory, governmental, judicial, arbitral, quasi-governmental or other authorities or agencies.
11. The Company has no obligation to give prior Notice to Users before declaring an Emergency, although it will use reasonable endeavours to give reasonable Notice where possible.
12. The Users also hereby agree among themselves, and with the Company, that their respective rights, obligations and liabilities may be modified or cancelled in accordance with this Clause 18.
13. Under no circumstances shall any of the Indemnified Persons be responsible or liable to any User or any other person or entity for any Losses by reason of, or arising from, or as a consequence of, any steps which the Company takes in respect of an Emergency, or any Notice given to Users (or lack thereof) in connection with an Emergency.

19. Record Keeping, Confidentiality and Regulatory Reporting

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

20. Obligation to Notify the Company

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

21. Compliance, Severability

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

22. Conflicts of Interests

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

23. Amendments

1. The Company may and at any time and from time to time, amend, supplement and/or replace any or all of the terms and conditions in this User Agreement and any Contract Specifications.
2. If an User does not agree to the amended User Agreement or Contract Specifications to which it is a party, the User should cease to use the Account and the Platform immediately. Otherwise, the User agrees to continue to be bound by any and all amendments to the User Agreement and the relevant Contract Specifications to which it is party. An User's continued access or use of the Account and the Platform constitutes the User's deemed acceptance to, and agreement to be bound by the amended User Agreement and amended Contract Specifications to which they are party. 

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

25. Disclaimer of Warranties

1. For the avoidance of doubt, neither the Company nor any Gemini Service Provider are giving investment advice, tax advice, legal advice, or other professional advice by allowing an User to use the Platform. In addition, neither the Company nor any Gemini Service Provider recommends, or endorses that an User trade in any Contract or Perpetual Contract. You should always consult your legal, financial, accounting, tax and other professionals or advisers regarding your specific situation, before you access the Platform, submit any Order or enter into any Trade or Contract.
2. The Services that the Company and Gemini Service Providers provide are provided to the user on a strictly "as is," "where is," and "where available" basis. The company expressly disclaims, and the user waives, any and all other warranties of any kind, whether express, statutory or implied, oral or in writing. In particular, no indemnified person represents or warrants to the accuracy, completeness, currentness, non-infringement, merchantability, or fitness for a particular purpose of the platform or the information contained therein or services contained thereon. The Company does not make any representations or warranties that access to the site, the platform, or use of the services will be complete, reliable, continuous, uninterrupted, error-free or free of harmful components. an user acknowledges and agrees that they have not relied upon any statement or understanding, whether written or oral, with respect to their use and/or access of the platform.

26. Disclaimer of Liability

1. Except to the extent required by law, under no circumstances shall any indemnified person be liable to an user, whether in contract or except to the extent required by law, under no circumstances shall any indemnified person be liable to an user, whether in contract or tort, for any punitive, special, indirect, consequential, incidental, or similar damages or liabilities, including lost trading or other profits, diminution in asset value, lost business opportunities (even if the relevant indemnified person has been advised of the possibility thereof), or damages for any act, omission, error of judgement committed by an user or loss suffered by an user in connection with this user agreement or an user's use or attempted use of this platform, loss of data, information, whether in connection with this user agreement, or any of the information, services or transactions contemplated by this user agreement. The Company's total liability for breach of this user agreement shall be limited by the value of an user's actual loss of digital assets in their account balance which is caused directly and is reasonably foreseeable by the company's breach of this user agreement. An user acknowledges and accepts that damages are an adequate remedy and that the user shall not be entitled to any other claims or remedies at law or in equity, including but not limited to, any claim in rem, injunction and/or specific performance.
2. Each user agrees and understands that under no circumstances shall any indemnified person be liable to any user or any other person or entity for any losses by reason of, or arising from, or as a consequence of, any delays or interruptions in service caused by automated or other compliance checks or for other reasonable delays or interruptions in service (any delay or interruption shorter than one week shall be considered a reasonable delay or interruption in service), or delays or interruptions in service beyond the control of the relevant indemnified person. 
3. This disclaimer of liability includes, but is not limited to any damage or interruptions caused by any computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect an user's computer or other equipment, or any phishing, spoofing, domain typosquatting, or other attacks, failure of mechanical or electronic equipment or communication lines, telephone or other interconnectivity problems (e.g., an user cannot access their internet service provider), unauthorised access, theft, operator errors, strikes or other labour problems, or any force majeure. No indemnified person guarantees continuous, uninterrupted, or secure access to the platform.
4. If this disclaimer of liability section is deemed to conflict with any other section of this user agreement, this disclaimer of liability section supersedes the other section to the extent of such conflict.

27. Indemnities, Legal Costs         

1. Each User agrees to indemnify and hold harmless the Indemnified Persons from and against any direct Losses, liabilities, costs (including reasonable legal fees), or penalties imposed solely as a result of:
   
   (a) the Exchange User’s fraud, gross negligence, wilful misconduct, or material breach of this User Agreement or Applicable Laws and Regulations; or
   (b) a regulatory or legal enforcement action brought solely in consequence of the Exchange User’s conduct, provided that such action is not caused or contributed to by any act, omission or breach of this User Agreement or Applicable Laws and Regulations by the Company.
   For the avoidance of doubt, no indemnity shall apply to:
   (i) any Loss or penalty arising from or contributed to by the Company’s breach of  contract, breach of duty, or failure to comply with Applicable Laws and Regulations; or
   (ii) any regulatory fine, sanction or enforcement measure imposed on the Company, except to the extent that such penalty arises solely and directly from the User’s own misconduct.
2. The Company may withhold or deduct funds from the Exchange User’s Account to enforce an indemnity under Clause 27.1 only if:
   
   (a) the Company provides prior written notice to the User setting out the basis of the claim, the amount to be withheld, and the supporting documentation; and
   (b) the Company reasonably determines that the indemnity applies, and such action is necessary and proportionate to meet a specific regulatory, contractual or legal obligation.
   
   Any withheld funds must be applied only to the specific Loss identified, and any unused balance must be promptly returned to the User upon resolution. 
3. Where a specific legal or regulatory issue relates to the Digital Asset in an User’s Account, the Company may only liquidate the related open Position if:
   
   (a) a formal regulatory instruction, court order, or applicable legal obligation requires or permits such action;
   (b) the Exchange User is in material breach of this Agreement or Applicable Laws and Regulations and the Company has issues a prior Written Notice; and
   (c) the Company has considered alternative means of compliance and reasonably determined that liquidation is proportionate and necessary.
   The Company shall document the basis of such decision and, where legally permitted, provide written notice to the User before or after liquidation. 

28. Reasonable Care

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

29. Force Majeure

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

30. Entire Agreement

1. Subject to Clause 36 below, this User Agreement, and its incorporated agreements thereto, comprises the entire understanding and agreement entered into by and between any person visiting, accessing or using, or attempting to visit, access or use, the Platform, and the Company, as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this User Agreement) between and among any person visiting, accessing or using, or attempting to visit, access or use, the Platform, Users, and the Company.

31. Separately Negotiated Arrangements

1. From time to time, the Company may, subject to Applicable Laws and Regulations and subject to its Conflicts of Interest Policy, enter into separately negotiated arrangements with certain Users. These may be documented in a side letter or similar agreement and may supplement  certain commercial or operational terms of of this User Agreement, in  solely as applicable to that User's relationship with and use of the Platform.

1. Any such separately negotiated arrangements will be entered into based on factors or considerations determined by the Company to be relevant in its sole and absolute discretion, and arrangements or terms offered to one User generally are not available to all, or even any, other Users. Examples of factors the Company may consider in deciding whether to negotiate customised terms via a confidential side letter or similar agreement include, but are not limited to: (i) whether an User plans to or is expected to conduct a significant or high volume of trading activity on the Platform, or (ii) whether an User is subject to specific and unique legal, tax, or regulatory obligations or requirements. Each User agrees and understands that neither the User nor any other User shall have any right or legal recourse against the Company or any User that receives additional or different rights or terms as a result of a separately negotiated arrangement. Each User further agrees and understands that the validity of or enforceability of the terms and conditions of this User Agreement entered into by and between an User and the Company shall not be affected by the existence of or the terms and conditions of any separately negotiated arrangement with any User.

32. Transfer

1. A User may not transfer this User Agreement, or their rights and obligations hereunder. Any attempted transfer or assignment by an User in violation hereof shall be null and void.
2. The Company may novate, transfer or assign this User Agreement, or any of its rights or obligations hereunder, only:
   (a) after giving the User not less than thirty (30) calendar days prior written notice of the proposed transfer; and
   (b) to a transferee that:
   (i) is authorised and regulated for investment services and holds a Class 2 investment-services licence issued by the MFSA (or an equivalent EEA authorisation); and
   (ii)   assumes, in writing, all obligations of the Company under this Agreement on terms no less protective to the User than those set out herein.
   (c) This Agreement shall be binding upon and inure to the benefit of the Company’s successors and permitted assigns. Any purported transfer by the Company not in compliance with this clause shall be null and void.  . 

33. Relationship of the Parties

1. Each User agrees and understands that nothing in this User Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. 
2. Save any Affiliates of the Company or unless expressly provided to the contrary in this User Agreement, a person who is not a party to this User Agreement has no rights under any Applicable Laws and Regulations to enforce or enjoy the benefit of any term in this User Agreement. Save for Affiliates of the Company or unless expressly provided to the contrary in this User Agreement, nothing expressed in, mentioned in, or implied from this User Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this User Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this User Agreement and all representations, warranties, undertakings, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of any person visiting, accessing or using or attempting to visit, access or use, the Platform, Users and the Company.

34. Injunctive Relief and Specific Performance

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

35. Change of Control

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

36. Survival        

37. English Language Controls

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

38. Non-Waiver of Rights

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

39. Governing Law

1. This User Agreement, including Clause 40 (Dispute Resolution), shall be governed by the laws of Malta.

40. Dispute Resolution

1. You and the Company and its affiliates agree and understand that any controversy, claim or dispute arising out of or in connection with this User Agreement and/or your relationship with the Company, including any question regarding the existence, validity, scope or termination of the said User Agreement and/or relationship, shall be referred to and finally resolved by arbitration. Any disputes shall be referred to and finally settled by arbitration under the Arbitration Rules of the Malta Arbitration Centre, in accordance with Part V (International Arbitration) of the Malta Arbitration Act (Chapter 387, Laws of Malta). The arbitral tribunal shall consist of a sole arbitrator appointed by agreement between the parties or, failing agreement within fourteen (14) days, by the Malta Arbitration Centre. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the parties, and judgment upon such award may be entered in any court having jurisdiction.
2. In the eventuality that even the said arbitration fails, the Dispute will be referred to the competent court having jurisdiction in Malta. The award shall be subject to the Appellate jurisdiction of the Courts of Malta.
3.  Even if You and Gemini have entered into any other agreement, these dispute resolution terms shall govern the resolution of any and all disputes arising from or related to the relationships between you and Gemini.   
4.  A printed version of this User Agreement shall be admissible in judicial or administrative proceedings.         

41. Waiver of Representative Proceedings

1. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated or litigated on a class or representative basis, and any arbitration conducted under Section 44 above will only decide a dispute between you and the Company or its affiliates. In this regard, you and the Company and its affiliates agree that you do not share any common interest with any other customers or clients of the Company or its affiliates. You and the Company and its affiliates agree that you shall not join any representative proceeding against the Company or its affiliates under the Singapore Rules of Court 2021 or any other class or representative action against the Company or its affiliates (whether in Singapore or any other jurisdiction). You and the Company and its affiliates agree that you shall not give your consent in writing to any representative to represent you in any class or representative action or allow yourself to be included in a list of claimants attached to the originating claim, originating application or originating process of any class or representative action.
2. You and the Company and its affiliates agree that if any part of this section is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, except that in no case shall there be a class or representative action.
3. You understand and agree that by entering into these terms, you are waiving the right to trial by jury or to participate in a class actionYou and the Company and its affiliates agree that if any part of this arbitration agreement is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect.

42. International Sanctions

43. Unsolicited or Private Communications

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

44. Miscellaneous

Code of Conduct

Proprietary Rights and Limitations on Use

Downtime and Maintenance

Third-Party Websites

Third-Party Service Providers  

Third-Party Information Accuracy and Usage

Restricted Access to the Platform