User Agreement

Last Modified: September 21, 2017
Welcome to Gemini!

Welcome! Thanks for visiting Gemini, a digital asset exchange and custodian operated by and proprietary to Gemini Trust Company, LLC (d/b/a Gemini Exchange, LLC in select jurisdictions, including DE, MA, ND, OR, SD, UT, VA). By using Gemini, you are agreeing to be legally bound by the terms of this user agreement (the “User Agreement”), so please read them carefully. If any term in this User Agreement is unacceptable to you, please do not visit, access or use Gemini. Use of the words “we” or “our” in this User Agreement refer to Gemini Trust Company, LLC and any or all of its affiliates.

 

Using Our Services

By visiting, accessing, or using Gemini, you have indicated that you are at least eighteen (18) years old, have the legal capacity to enter into this User Agreement, and to agree to be bound by this User Agreement in its entirety.

In order to use Gemini, you must first successfully provide the required identification information pursuant to our Bank Secrecy Act (“BSA”) and Anti-Money Laundering (“AML”) Compliance Program (“BSA/AML Program”).

Feel free to print and keep a copy of this User Agreement, but please understand that we reserve the right to change any of these terms at any time. But don’t worry, you can always find the latest version of this User Agreement here on this page. Your use of Gemini following any update to this User Agreement is considered to be your acceptance of any such changes. You should, therefore, read this User Agreement from time to time. If you do not agree to be bound by this User Agreement, you should not visit, access, or use Gemini.

 

Digital Assets

As used herein, “Digital Asset” means a digital asset (also called a “cryptocurrency,” “virtual currency,” “digital currency,” or “digital commodity”), such as bitcoin or ether, which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or store of value.

Gemini does not sell any Digital Assets, but rather provides an exchange whereby you may buy, sell, exchange or trade Digital Assets. All Digital Assets exchanged or traded by and between our users originate from the users themselves.

 

Applicable Laws and Regulations

All of your conduct on Gemini Trust Company, LLC, including its managers, directors, officers, employees, consultants, agents, advisors, financial institutions with which we work, licensors, licensees, or our or their affiliates (collectively, the “Gemini Parties”) shall be subject to all laws, regulations, and rules of any applicable governmental or regulatory authority, including, but not limited to:

  • Money Service Business (“MSB”) regulations under the Financial Crimes Enforcement Network (“FinCEN”);
  • Applicable regulations and guidance set forth by FinCEN;
  • The Bank Secrecy Act of 1970 (“BSA”);
  • The USA PATRIOT Act of 2001 (“Patriot Act”);
  • AML/CTF provisions as mandated by U.S. federal law and any other rules and regulations regarding AML/CTF;
  • Issuances from the Office of Foreign Assets Control (“OFAC”);
  • The New York Banking Law (“NYBL”);
  • Regulations promulgated by the New York Department of Financial Services (“NYSDFS”) from time to time.
  • The National Futures Association (“NFA”);
  • The Financial Industry Regulatory Authority (“FINRA”); and
  • The Commodity Exchange Act (“CEA”);

You unequivocally agree that be using Gemini in any capacity you agree to act in compliance with and be bound by this User Agreement as well as the enumerated laws and regulations above (collectively, “Applicable Laws and Regulations”).

 

Your Gemini Account
Account Opening

Only individuals or institutions who have successfully completed our BSA/AML Program may use Gemini to buy and sell Digital Assets in exchange for fiat currency. If you would like to provide access to your account to another individual or institution, this individual or institution must also successfully complete our BSA/AML Program. You agree that you will not allow any persons who have not successfully completed our BSA/AML Program to access your account. Subject to the our BSA/AML Program, (i) your spouse or domestic partner may create a User Account (as defined below) that will link to the same Gemini Account (as defined below) and (ii) a Gemini Account may be opened on behalf of an institution by a beneficial owner and/or designated representative of said institution. By doing so, you warrant and agree that you are a beneficial owner and/or designated representative of said institution. You must successfully complete our BSA/AML Program in order to set up an institutional Gemini Account. You hereby authorize us, directly or through our third-party service providers, to take any measures that we consider necessary to verify your identity, confirm the information you submit about your linked bank account, and to take any action we deem necessary based on the results. To the extent that you would like more information on completing our BSA/AML Program, or adding another person to your account, please send an email to compliance@gemini.com.

 

Account Types

In order to access Gemini, you must set up a registered account (“User Account”) that is associated with a Gemini account (“Gemini Account”).

Each Gemini Account has two (2) or more sub accounts including:

  1. A fiat currency account (“Fiat Account”) that holds funds denominated in fiat currency; and
  2. A Digital Asset account (“Digital Asset Account”) that holds Digitals Assets.

Access to each Gemini Account is limited solely to the individuals or entities that registered the associated User Accounts and the authorized designees of these individuals and entities. You agree that you will not grant any person access to your User Account or its associated Gemini Account, except as described herein, as granting access may violate federal and state laws.

We provide you with email confirmations of all deposits into or withdrawals from your Gemini Account. Certain deposit or withdrawal requests for both Digital Assets and fiat currency may not be processed outside of normal banking hours. We typically process deposits and withdrawals within one (1) business day.

 

Account Access

Once we approve your User Account and its associated Gemini Account, you will be provided online access to Gemini based on your User Account login credentials and required additional layers of authentication.

We require multi-factor authentication to keep you and your accounts safe and secure. As a result, you must always use at least two (2) forms of authentication when accessing your User Account and performing certain account operations. Forms of multi-factor authentication in addition to your login credentials may include verification tokens delivered through short message service (“SMS”) or a specified and supported two-factor authentication (“2FA”) application. If you choose to install and use a 2FA application on a device (e.g., phone or tablet) on which the operating system has been tampered with in any way, you do so at your own risk. This includes, but is not limited to, a “rooted” (Android) or “jailbroken” (iOS) device. We reserve the right in our sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. We may provide your 2FA data to a third-party service provider in order to help us authenticate you.

Your User Account login credentials and forms of multi-factor authentication, where applicable, have been chosen by you and allow you to access Gemini and the services we provide. You, therefore, agree to keep your User Account login credentials and forms of multi-factor authentication confidential and separate from each other, as well as separate from any other information or documents relating to the associated Gemini Account. You also agree to be solely responsible for maintaining the security of your User Account login credentials and forms of multi-factor authentication. Unfortunately, we cannot be responsible for any unauthorized use of your User Account or any other accounts associated with the same Gemini Account.

 

Account Communication

You understand and agree that all communication with you is via electronic communication, that we consider the email address you have provided to be your primary means for electronic communication and we will use this email address to provide you with account-related notices and Order Receipts (as defined herein). We may also use this email address for other communications, including notices regarding this Agreement, your User Account, and the associated Gemini Account. To ensure that you receive all of our communications, you agree to keep your email address up-to-date and notify us immediately if there are any changes. Delivery of any notice to the email address on record with your User Account or the associated Gemini Account is considered valid. If any email is returned as undeliverable, we retain the right to block access to your User Account and the associated Gemini Account until you provide and confirm a new email address.

 

Account History

Information relating to your User Account and Gemini Account are available at all times on Gemini, including, but not limited to, Order Receipts, your transaction history (“Transaction History”). Your Transaction History contains the balances present in your Digital Asset Account and Fiat Account. Please note that your Transaction History nor any other documentation from us will provide valuations of your Gemini Account.

We use commercially reasonable efforts to assure that the information contained in your Transaction History and Order Receipts is accurate and reliable, however, please understand that errors may sometimes occur. Any Order (as defined herein) that has been executed shall be bound to the actual means and results of its execution regardless of any discrepancies between the execution and the reporting for that Order that may occur. We retain the right to enter pricing, Order, and reconciliation adjustments to your Fiat and/or Digital Asset Accounts as necessary and appropriate to comply with legal and regulatory requirements, reflect changes in legislation and regulatory requirements or to ensure market integrity.

Every transaction indicated or referred to in your Transaction History, Order Receipt, or other communication via email to you shall be deemed and treated as authorized and correct as ratified and confirmed by you unless we receive written notice to the contrary within three (3) business days from the date you received such communication.

 

Account Review and Acknowledgement

It is important for you to understand that it is your sole responsibility to access your Gemini Account and review Order Receipts on a regular basis, and that you will be deemed to have accessed your Gemini Account and reviewed this information on at least a monthly basis. If for any reason you are unable to do so, or do not have account notifications turned on or deliverable, it is your responsibility to notify us immediately at support@gemini.com.

You understand that every Order Receipt or other communication sent to you via email will be deemed to have been acknowledged as correct, approved and consented to by you unless we have received written notice to the contrary within three (3) business days from the date the communication was received.

We retain the right to enter pricing, order, and reconciliation adjustments as necessary and appropriate. Please see our ‘Erroneous Order Policy’ and ‘Erroneous Trade Policy’ sections for more information.

 

Account Closure

You may close your Gemini Account and/or your User Account at any time. Closing your Gemini Account and/or User Account will not affect any rights and obligations incurred prior to the date of account closure. You will be required to either cancel or complete all open Orders and, in accordance with the provisions of this Agreement, provide transfer instructions of where to transfer any fiat currency and/or Digital Assets remaining in your account. You are responsible for any Fees (as defined below), costs, expenses, charges or obligations (including, but not limited to, attorney and court fees or transfer costs of fiat currency or Digital Assets) associated with closing your account. In the event that your account closing costs exceed the value in your account, you will be responsible for reimbursing us. You may not cancel your account to avoid paying any fees otherwise due or any examination as part of our BSA/AML Program.

 

Account Suspension, Termination, and Cancellation
Account Suspension

We reserve the right to suspend, modify, deactivate, or terminate any account immediately and without prior notice in the event that we reasonably suspect it is in violation of: (i) any provision of this Agreement; (ii) our BSA/AML Program or any compliance provision; or (iii) our Marketplace Conduct Rules.

We reserve the right to suspend, modify, deactivate, or terminate any account immediately and without prior notice if: (i) we are required to do so by a regulatory authority, court order, facially valid subpoena or binding order of a government authority; or (ii) the account is subject to any pending litigation, investigation, or governmental proceeding.

We reserve the right to suspend, modify, deactivate, or terminate any account upon thirty (30) days’ notice for any reason that we may reasonably conclude, including failure to log into and access an account for two (2) years.

 

Access Suspension

We reserve the right to suspend, modify, deactivate, or termination your access to Gemini immediately and without prior notice in the event that we reasonably suspect that you are in violation of: (i) any provision of this Agreement; (ii) our BSA/AML Program or any compliance provision; or (iii) our Marketplace Conduct Rules.

We reserve the right to suspend, modify, deactivate, or terminate your access to Gemini immediately and without prior notice if: (i) we are required to do so by a regulatory authority, court order, facially valid subpoena or binding order of a government authority; or (ii) the account is subject to any pending litigation, investigation, or governmental proceeding.

We reserve the right to suspend, modify, deactivate, or terminate your access to Gemini upon thirty (30) days’ notice for any reason that we may reasonably conclude, including failure to log into and access an account for two (2) years.

 

Notice of Suspension

In the event that an account and/or your access to Gemini has been suspended, modified, deactivated, terminated, or closed, a notice shall be sent to the email address on record associated with the account, as applicable, describing the action taken and the justification therefore if such disclosure is permitted by laws and regulations.

 

Return of Funds

In the event that you are the beneficial owner and/or associated with any account that has been suspended, modified, deactivated, terminated, or closed, and the account is not subject to an investigation (see ‘Account Investigation’ section) or court order, or subpoena, you agree that unless otherwise required by law, Gemini is authorized to return all funds, less applicable fees, via bank wire or ACH transfer. In the event that there are Digital Assets in the account, you must provide a Digital Asset address within seven (7) business days upon receiving notice of your account being suspended, modified, deactivated, terminated, or closed, otherwise, Gemini is permitted to sell any remaining Digital Assets on the open market at the prevailing market price and return the proceeds via bank wire or ACH transfer.

 

Legal Process

We may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which such party reasonably and in good faith believes to be valid. We may, but are not required to, notify you of such process by telephone, electronically or in writing. If we are not fully reimbursed for our record research, photocopying and handling costs by the party that served the process, we may charge such costs to your account, in addition to any legal process fees. You agree to indemnify, defend and hold the Gemini Parties harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, and damages associated with our or their compliance with any process that such party believes reasonably and in good faith to be valid. You further agree that we and our financial institutions may honor legal process that is served personally, by mail, or by facsimile transmission at any of our or their respective offices (including locations other than where the funds, records or property sought is held), even if the law requires personal delivery at the office where your Gemini records are maintained.

 

BSA/AML Compliance

Our BSA/AML Program is guided by the BSA, specifically, the AML and Counter-Terrorist Financing (“CTF”) provisions, as mandated by U.S. federal law, the USA PATRIOT Act of 2001 (“Patriot Act”), and any other rules and regulations regarding AML and CTF. These standards are designed to prevent the use of Gemini to aid money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities and actively engage in the prevention of money laundering and related acts that facilitate money laundering, terrorist financing or any other financial crimes.

 

BSA/AML Investigations

In the event that you are the beneficial owner and/or associated with any account that we reasonably suspect is in breach of our BSA/AML Program or any BSA/AML/CTF compliance provisions, you agree that we have the right to suspend any such account and all related accounts, along with your access to Gemini, until we have conducted an investigation.

Should any account subject to an investigation be proven to be in violation of our BSA/AML Program, any BSA/AML/CTF compliance provision, or any other Applicable Laws and Regulations, you agree that we have the right to close any such account and, if deemed necessary, return all assets as described in the ‘Account Suspension, Termination, and Cancellation’ section. You agree, however, that to the extent required by law, regulation, or other lawful directive, we may withhold and/or deliver any and all assets of any accounts in violation to the appropriate authorities.

 

Patriot Act Notification

Please also note that Section 326 of the USA PATRIOT ACT requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This federal requirement applies to all new users. This information is used to assist the United States government in the fight against the funding of terrorism and money-laundering activities.

What this means to you: when each person opens a Gemini Account and/or a User Account, we will ask each person for his or her name, physical address, mailing address, date of birth, and other information that will allow us to identify him or her.

 

Background Checks

In furtherance of our BSA/AML Program, we reserve the right to require you to provide additional information to us, our officers, employees or designees, or undergo a background check prior to being authorized to use Gemini, or at any point thereafter, in accordance with Applicable Laws and Regulations.

 

Sanctions Programs

Pursuant to the economic sanctions programs administered in the countries where we conduct business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), we are prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that we are required to block assets associated with your User Account and/or its associated Gemini Account in accordance with a sanctions program, or other similar government sanctions programs, we may: (i) deactivate your Fiat Account or Digital Asset Account or block your activity or use of the services we provide on Gemini; (ii) transfer Digital Assets or fiat currency from your Digital Asset Account or Fiat Account to the originating source or to an account specified by authorities; or (iii) require you to transfer your Digital Assets or withdraw your funds from your Digital Asset Account or Fiat Account within a certain period of time. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Applicable Law and Regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order.

 

Gemini Exchange

Any order, including, but not limited to, a limit or market order (each, an “Order”), you place on Gemini during regular operation are normally executed if the market price is at a point within the limits of your Order. However, we do not guarantee that your Order will be filled even if the market price was within your limit at the time such Order was placed or was otherwise open. Orders you place on Gemini during planned or unplanned downtime (“Downtime”) will be processed on a commercially reasonable efforts basis once we resume operations. Gemini reserves the right to reject or cancel Orders made and/or pending during Downtime. Certain deposit or withdrawal requests for both Digital Assets and fiat currency may not be processed outside of normal banking hours.

Orders may be subject to, and Gemini shall have no liability for, delays, difficulties, and/or conditions affecting transmission or execution of Orders over which Gemini has no control, including, but not limited to, mechanical or electronic failure or market congestion.

We reserve the right to require all Orders to pass automated compliance checks. If your Order is flagged for review by any of these checks or if it meets certain defined criteria, it may require our manual review and approval. We will use commercially reasonable efforts to review such Orders on a timely basis, but we are not liable for any delays. If at any time you are in any doubt about the status of your Order you can view your Order status on Gemini. We may cancel any Order flagged for review that is not approved manually.

We may require you to confirm your Order request via telephone or by other forms of authentication prior to execution it if it is deemed suspicious.

 

Order Placement and Settlement

Gemini allows you to set limit Orders to buy or sell Digital Assets at a given price, a record of which offers are maintained in Gemini’s order books. When a Gemini trading engine matches buy and sell offers on its order book, we record the trade on the Exchange Ledger, effectively transferring ownership of the seller’s traded Digital Assets to the buyer.

All buy transactions are purchases of Digital Assets with fiat currency that settle immediately from a pre-funded Fiat Account and are recorded on our Exchange Ledger. All sell transactions are sales of Digital Assets for fiat currency that settle immediately from a pre-funded Digital Asset Account and are recorded on our Exchange Ledger. There is no margin trading, options trading, or shorting offered on Gemini at this time.

When a you enter a limit Order on Gemini to sell Digital Assets, the full amount of the Digital Assets offered for sale is placed on hold in your associated Digital Asset Account and any associated fees in fiat currency are deducted by Gemini from the sale proceeds. Until the sell Order fills, expires or is canceled, the amount of Digital Assets being offered for sale will not be available to be used for any other purpose, including other sell Orders or withdrawals. For partially filled sell Orders, the unfilled portion of Digital Assets offered for sale will remain on hold until the remaining sell Order is filled, expires or is canceled. You agree that it is your responsibility to cancel any sell Order (or part of any sell Order) that you do not want filled. If you submit a sell Order and you have the Digital Assets available in your Digital Asset Account, you understand that you may not be able to cancel this sell Order prior to it filling (in whole or in part) and that we will not be liable to you for the completion of an Order after you have submitted a cancellation request. Any limit or market sell Order that exceeds the amount of available Digital Assets in the associated Digital Asset Account will be rejected.

Prior to the submission of any sell Order, you are required to review the following information:

  1. The number of Digital Assets proposed to be sold;
  2. The gross sale proceeds of your sell Order;
  3. Any fees or other charges associated with your sell Order;
  4. The net sale proceeds to be transferred into your Fiat Account; and
  5. A notification that, once submitted, your sell Order may not be cancelable or otherwise undone.

After your sell Order has been submitted, we will send you an email confirming any completed sell Orders as well as partially filled sell Orders, if applicable.

When you enter a limit Order on Gemini to buy Digital Assets, the full amount of the purchase price and any associated fees in fiat currency are placed on hold in the associated Fiat Account. Until the buy Order fills, expires or is canceled, the full amount of fiat currency required to fulfill the buy Order will not be available to be used for any other purpose, including other buy Orders or withdrawals. For partially filled buy Orders, the value of the unfilled portion of fiat currency required for purchase (and to cover any associated fees) will remain on hold until the remaining buy Order is filled, expires or is canceled. You agree that it is your responsibility to cancel any buy Order (or part of any buy Order) that you do not want filled. If you enter a buy Order and you have the fiat currency (including any associated fees in fiat currency) available in your Fiat Account, you understand that you may not be able to cancel this buy Order prior to it filling (in whole or in part) and that we will not be liable to you for the completion of your buy Order after you have submitted a cancellation request. Any limit or market buy Order that exceeds the amount of available fiat currency in the associated Fiat Account will be rejected.

Prior to the submission of any buy Order, you are required to review the following information:

  1. The number of Digital Assets proposed to be purchased;
  2. The gross purchase price of your buy Order;
  3. Any fees or other charges associated with your buy Order;
  4. The net purchase proceeds to be transferred into your Digital Asset Account; and
  5. A notification that, once entered, your buy Order may not be cancelable or otherwise undone.

After your buy Order has been submitted, we will send you an email confirming any completed buy Orders as well as partially filled buy Orders, as applicable.

PLEASE NOTE: In an effort to maintain an orderly market, we automatically cancel any remaining portion of any Order that changes the best bid or best offer on a given order book by more than twenty percent (20%) in either direction, or is otherwise clearly erroneous.

 

Order Receipts

We provide you with email receipts (“Order Receipts”) for all completed and partially completed Orders, which contain the following information:

  1. The type, value, transaction ID, date and time of the transaction;
  2. The Fee charged;
  3. Statement that you have three (3) business days from the date of the consummation of the Order to dispute any such Order; and
  4. Contact information (including a phone number) for Gemini should you have any questions, need to register a complaint or claim that the Order was not authorized (subject to applicable limits described herein).

Gemini maintains records of all account transactions for a minimum of seven (7) years, and will make additional electronic copies available to you upon request.

All of your Orders shall be deemed and treated as authorized and correct as ratified and confirmed by you unless we receive written notice to the contrary within three (3) business days from the date of the consummation of the disputed Order or request. It is your sole responsibility to review your Order history and Order Receipts on a regular basis in order to meet the period set forth above.

 

Erroneous Order Policy

We reserve the right to cancel any Order, or remaining portion of any Order, if (i) any such Order has the potential to move the market price by more than twenty percent (20%) in either direction, as compared to the prior prevailing market price, or is otherwise clearly disruptive to an orderly market or erroneous (each, an “Erroneous Order”), (ii) there is any disruption or malfunction in the operation of any electronic communications, trading facilities, storage facilities, recording mechanisms, or other components of or integral to Gemini or a Digital Asset network (“Digital Asset Network”), or (iii) there is any other significant business disruption to Gemini or a Digital Asset Network, whereby the nullification of any Order or Orders may be necessary for the maintenance of a fair and orderly market and/or the protection of you and/or the public interest. If any such disruptions or malfunctions occur, our Chief Executive Officer, President, Chief Operating Officer, and Chief Compliance Officer (collectively, the “Market Data Committee”) will review any Orders from such period and may declare them null and void. Absent extraordinary circumstances, any such action taken by the Market Data Committee pursuant to this paragraph will be taken within three (3) business days of the detection of any Erroneous Order, disruption, or malfunction. If you are involved in any such event, we will notify you as soon as practicable.

 

Erroneous Trade Policy

We reserve the right to reverse any executed Order (each, a “Trade”), or portion of any Trade, if (i) any such Trade moves the market price move by more than twenty percent (20%) in either direction, as compared to the prior prevailing market price, or is otherwise clearly disruptive to an orderly market or erroneous (each, an “Erroneous Trade”), (ii) there is any disruption or malfunction in the operation of any electronic communications, trading facilities, storage facilities, recording mechanisms, or other components of or integral to Gemini or a Digital Asset Network, or (iii) there is any other significant business disruption to Gemini or a Digital Asset Network, whereby the nullification of any Trade or Trades may be necessary for the maintenance of a fair and orderly market and/or the protection of you and/or the public interest. If any such disruptions or malfunctions occur, the Market Data Committee will review any Trades from such period and may declare them null and void. Absent extraordinary circumstances, any such action taken by the Market Data Committee pursuant to this paragraph will be taken within three (3) business days of the detection of any Erroneous Trade, disruption, or malfunction. If you are involved in any such event, we will notify you as soon as practicable.

 

Marketplace Fee Schedule

Gemini’s current fee schedule (“Fee Schedule”) can be found here:

https://gemini.com/fee-schedule/

The Fee Schedule is hereby incorporated by reference and your acceptance of the terms of this User Agreement is considered to be your acceptance of any such Fee Schedule. We reserve the right to change, modify or increase our Fee Schedule at any time. Any change to the Fee Schedule, including adjustments to any of the tiers or rates, will be posted no fewer than three (3) calendar days before changes are to take effect and no changes will be in effect for fewer than thirty (30) calendar days. Your use of Gemini following any update to our Fee Schedule is considered to be your acceptance of any such changes.

You agree to pay all fees associated with or incurred by your Gemini Account, the Orders you enter into, and the services you receive (“Fees”).

 

Marketplace Conduct Rules

You agree to abide by and acknowledge that we enforce the following marketplace standards of conduct rules (“Marketplace Conduct Rules”) designed to prevent the use of Gemini for disruptive or manipulative conduct or deceptive practices, including, but not limited to, disruptive trading and price manipulation. We take Marketplace Conduct Rules very seriously and it is our policy to take all necessary steps to prohibit manipulative conduct or deceptive practices. The following are strictly prohibited on Gemini:

 

Fraudulent Acts

Neither you nor any related party shall engage or attempt to engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick, in connection with or related to any Order or Trade on or other activity related to Gemini.

 

Fictitious Transactions

Neither you nor any related party shall create or execute fictitious transactions or enter any Order for a fictitious transaction with knowledge of its nature.

 

Market Manipulation

Any disruptive trading in or manipulation of the Gemini marketplace whatsoever is prohibited. Orders entered into Gemini for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values are prohibited. If you or any related party make or assist in entering any such Order with knowledge of the purpose thereof or if you or any related party, with such knowledge, in any way assist in carrying out any plan or scheme for the entering of any such Order, you and any related party will be deemed to have engaged in an act detrimental to Gemini.

 

Violation of Applicable Laws and Regulations

Neither you nor any related party shall engage in conduct in violation of any Applicable Laws and Regulations, including, but not limited to, the Commodity Exchange Act.

 

Misstatements

It is a violation of this User Agreement to make any misstatement of a material fact to Gemini, its board of managers, any committee thereof, or any director, officer, manager, or employee of Gemini.

 

Disrepute Upon You or Gemini

Neither you nor any related party may access Gemini in any way which could be expected to bring disrepute upon you or Gemini.

 

Acts Detrimental to Gemini

It is a violation of this User Agreement to engage in any act detrimental to Gemini, including any conduct that is inconsistent with the ‘General Standards of Business Conduct’ promulgated by FINRA and the NFA that govern just and equitable principles of trade. Abusive practices, including without limitation, disruptive, fraudulent, noncompetitive, or unfair actions are strictly prohibited.

 

Non Supervision

You shall be responsible for establishing, maintaining, and administering reasonable, written supervisory procedures to ensure that you and any related parties comply with Applicable Laws and Regulations. You may be held accountable for the actions of a related party. In addition, you shall be responsible for supervising related parties, and may be held accountable for the actions of such related parties.

 

Disclosing Orders

Neither you nor any related party shall disclose to any person, including, but not limited to, another market participant, any Order placed by you or any related party or any Order placed by another person, including, but not limited to, another market participant.

 

Pre-Arranged Trades

Neither you nor any related party shall place any Order on Gemini which has been pre-arranged (or discussed with another participant prior to being entered on Gemini) for the purpose of creating an artificial price, fictitious trade, or other disruptive, fraudulent, noncompetitive, or unfair impact on the Gemini marketplace.

 

Simultaneous Buy and Sell Orders

Neither you nor any related party shall place simultaneous buy and sell Orders that could potentially execute against each other; and it is a violation of this User Agreement to use the Gemini self-match prevention tool in a way that has the effect of misleading the market.

 

Wash Trades

Neither you nor any related party, through one or more accounts, shall place or accept buy and sell Orders in the same price, where you or any related party knows or reasonably should know that the purpose of the Orders is to avoid taking a bona fide market position exposed to market risk (transactions commonly known or referred to as wash trades). Buy and sell Orders from different accounts with common beneficial ownership and/or affiliation that are entered with the intent to (i) negate market risk or price competition (ii) or achieve a favorable Fee Schedule and the resulting benefits, shall also be deemed to violate our prohibition on wash trades. Additionally, neither you nor any related party shall knowingly execute or accommodate the execution of such Orders by direct or indirect means.

 

Money Passes

Neither you nor any related party shall prearrange the execution of transactions on Gemini for the purpose of passing money between accounts. All transactions executed on Gemini must be made in good faith for the purpose of executing bona fide transactions, and prearranged trades intended to effectuate a transfer of funds from one account to another are strictly prohibited.

 

Accommodation Trading

Neither you nor any related party shall enter into non-competitive transactions on Gemini for the purpose of assisting another person to engage in transactions that are in violation of our Marketplace Conduct Rules or Applicable Laws and Regulations.

 

Front-Running

Neither you nor any related party shall take a position based upon non-public information regarding an impending transaction by another User.

 

Disruptive Practices
  1. Neither you nor any related party shall engage in any trading, practice, or conduct on Gemini that:
    1. Demonstrates intentional or reckless disregard for the orderly execution of transactions; or
    2. Is, is of the character of, or is commonly known as “spoofing” (bidding or offering with the intent to cancel the bid or offer before execution).
  2. All Orders must be entered for the purpose of executing bona fide transactions. Additionally, all non-actionable messages must be entered in good faith for legitimate purposes.
    1. You shall not enter or cause to be entered an Order with the intent, at the time of entry, to cancel the Order before execution or to modify the Order to avoid execution;
    2. You shall not enter or cause to be entered an actionable or non-actionable message or messages with the intent to mislead other market participants;
    3. You shall not enter or cause to be entered an actionable or non-actionable message or messages with the intent to overload, delay, or disrupt the systems of Gemini or other market participants; and
    4. You shall not enter or cause to be entered an actionable or non-actionable message with the intent to disrupt, or with reckless disregard for the adverse impact on the orderly conduct of trading or the fair execution of transactions.

 

Intimidation/Coordination

Neither you nor any related party shall:

  1. Coordinate prices (including quotations), trades or trade reports with any other market participant or any other person;
  2. Direct or request another market participant to alter a price (including a quotation); or
  3. Engage, directly or indirectly, in any conduct that threatens, harasses, coerces, intimidates, or otherwise attempts improperly to influence another market participant or any other person.

This includes, but is not limited to, any attempt to influence a market participant or person to adjust or maintain a price or quotation on Gemini or any related market, or any refusal to trade or any other conduct that retaliates against or discourages the competitive activities of another market participant or person.

Nothing in this Marketplace Conduct Rule with respect to the coordination of quotes or trades shall be deemed to limit, constrain, or otherwise inhibit the freedom of a you or any related party to unilaterally (i) set your own bid or ask on any order book, (i) the price at which you are willing to buy or sell any Digital Asset, and (iii) the quantity of any Digital Asset that you are willing to buy or sell, provided that such conduct is otherwise in compliance with all Applicable Laws and Regulations.

These provisions apply to the entire Gemini marketplace at all times.

 

Marketplace Conduct Investigations

In the event that you are the beneficial owner and/or associated with any account that we reasonably suspect is in violation of any of our Marketplace Conduct Rules and/or Applicable Laws and Regulations, you agree that we have the right to suspend any such account and all related accounts, and to freeze/lock the funds and any assets in all such accounts, along with your access to Gemini, until until an investigation has been completed and a determination has been made.

 

Requirement to Furnish Information

You and any related party shall be obligated upon request by us and within the time frame designated by us to respond in writing to interrogatories and furnish documentary materials and other information requested by us in connection with any investigation initiated pursuant to this Agreement. Neither you nor any related party shall impede or delay any investigation or proceeding conducted pursuant to this Agreement, nor refuse to comply with any request made pursuant to this Agreement.

 

Notice, Statement, and Access

Upon suspending and/or freezing/locking any account for any violation of our Marketplace Conduct Rules and/or Applicable Laws and Regulations, we will initiate an investigation. We will notify you if you are the subject of an investigation and share the general nature of the allegations as well as the specific provisions of our Marketplace Conduct Rules and/or Applicable Laws and Regulations that appear to have been violated. You shall have the right, within fifteen (15) days from the date of the notification referred to in the preceding sentence, to submit a written statement to our Chief Compliance Officer (“CCO”) concerning why no disciplinary action should be taken.

Following the conclusion of an investigation, our CCO will make a determination based upon the weight of the evidence. Our CCO may consider a variety of factors in assessing whether conduct violates our Marketplace Conduct Rules and/or Applicable Laws and Regulations, including, but not limited to:

  • Whether the market participant’s intent was to induce others to trade when they otherwise would not;
  • Whether the market participant’s intent was to affect a price rather than to change the market participant’s position;
  • Whether the market participant’s intent was to create misleading market conditions;
  • Market conditions in the impacted market(s) and related markets;
  • The effect on other market participants;
  • The market participant’s historical pattern of activity;
  • The market participant’s Order entry and cancellation activity;
  • The size of the Order(s) relative to market conditions at the time the Order(s) was placed;
  • The size of the Order(s) relative to the market participant’s position and/or capitalization;
  • The number of Orders;
  • The ability of the market participant to manage the risk associated with the Order(s) if fully executed;
  • The duration for which the Order(s) was exposed to the market;
  • The duration between, and frequency of, non-actionable messages;
  • The queue position or priority of the Order in the order book;
  • The prices of preceding and succeeding bids, offers, and Trades;
  • The change in the best offer price, best bid price, last sale price, or other price that results from the entry of the Order; and
  • The market participant’s activity in related markets, including but not limited to, the Chicago Board Options Exchange, Incorporated (the “CBOE”), the Bats BZX Exchange (“Bats”), and the CBOE Futures Exchange (the “CFE”).

Should any account subject to an investigation be proven to be in violation or have been in violation of any of our Marketplace Conduct Rules and/or any Applicable Laws and Regulations, you agree that by visiting, accessing or using Gemini we have the right to close any such account and levy penalties, including, but not limited to, the disgorgement and required repayment of any trading fee discounts or rebates received.

Specifically, your acceptance of any trading fee discounts or rebates paid to you by Gemini is with the express understanding that Gemini may, within one year of payment, “claw back” any such amounts by debiting your accounts if Gemini, in its sole discretion, determines after a reasonable investigation that you violated any Marketplace Conduct Rules and/or Applicable Laws and Regulations. Gemini will deduct any such amounts first from your Fiat Account and then, to the extent necessary, from your Digital Asset Account by withdrawing sufficient digital assets  calculated by using the prevailing market price, to fulfill the claw back.

As set forth above, you agree that we have the right to suspend any such account and all related accounts, and to freeze/lock the funds and any assets in all such accounts, along with your access to Gemini, until an investigation has been completed and a determination has been made. If your account is closed and a penalty is levied (either for current or past conduct), we will take appropriate action with respect to the remaining funds pursuant to the procedures of the ‘Account Suspension, Termination, and Cancellation’ section. If you disagree with any determination, you may bring an arbitration action pursuant to the ‘Dispute Resolution’ section.

 

Custody

Gemini maintains a private exchange ledger (the “Exchange Ledger”) to track your ownership of (i) fiat currency reflected in your Fiat Account and (ii) Digital Assets reflected in your Digital Asset Account. The account amounts listed in the Exchange Ledger shall correspond to funds stored in one or more omnibus fiat accounts and in one or more pooled Digital Asset accounts. The Exchange Ledger enables immediate settlement of sale or purchase transactions when the transacting accounts contain sufficient funds. Accordingly, entries in the Exchange Ledger are not publicly disclosed nor broadcast to a given block chain. Only transfers of Digital Assets from your private wallet into your Digital Asset Account, or withdrawals of Digital Assets from your Digital Asset Account to your private wallet, will be confirmed and visible on a given block chain.

 

Your Digital Assets

Gemini is a fiduciary under §100 of the New York Banking Law (“the NYBL”) and custodies the Digital Assets reflected in your Digital Asset Account in one or more pooled digital wallets controlled and secured by Gemini. You are the owner of the Digital Assets allocated to you on our Exchange Ledger. Gemini is a fiduciary and acts as a custodian of your Digital Assets and holds your Digital Assets in trust on your behalf before, during and after a trade, as applicable, and such Digital Assets are not Gemini’s assets.

 

Your Fiat Currency

Gemini is a fiduciary under §100 of the NYBL and holds the fiat currency reflected in your Fiat Account in one or more omnibus bank accounts (“Omnibus Accounts”) at FDIC-insured depository institutions with which we have agreements (each, a “Bank”). Each Omnibus Account is (i) legally distinct from our transaction and business accounts, (ii) established specifically for your benefit, (iii) recorded on our Exchange Ledger, and (iv) cash balances held for your benefit and reflected in your Fiat Account are not treated as general assets of Gemini. Each Omnibus Account is maintained by Gemini with the intention that the deposits in such accounts are eligible for “pass-through” deposit insurance, subject to the Standard Maximum Deposit Insurance Amount per FDIC regulations and other applicable limitations. When fiat currency related to your Fiat Account is (i) not U.S. Dollars and/or (ii) held in one or more omnibus bank accounts opened at a depository institution located outside the United States, such deposits may not be subject to deposit insurance protection.

Notice for U.K. Users: U.S. Dollars transferred to your Fiat Account are held for your benefit in one or more Omnibus Accounts at one or more Banks in the United States. As your funds are held by a U.S. Bank, you are not entitled to refer any complaint to the UK Financial Ombudsman Service (“FOS”), though you may be entitled to refer your complaint to the US Consumer Financial Protection Bureau (“CFPB”).

You should note the following information about each of our Omnibus Accounts:

  1. In accepting a your fiat currency, we are performing as a fiduciary;
  2. We do not have a reversionary interest in the Omnibus Account;
  3. Each Omnibus Account is not an interest-bearing account;
  4. Your interests in the Omnibus Account are readily ascertainable and limited to the specific amount of fiat currency in the Fiat Account of your Gemini Account;
  5. We impose no limitations or controls on the fiat currency in the Omnibus Account; you direct the movement of fiat currency in your Fiat Account into and out of the Omnibus Account by providing direction to us through Gemini as specified above; and
  6. The Omnibus Account is comprised of fiat currency belonging to you and others.

In connection with our commercially reasonable business practices, we keep appropriate books and records to ensure that (i) all fiat currency held by our Users in the Omnibus Account is accurately reflected and that (ii) movements of fiat currency initiated and authorized by you are appropriately ledgered and documented on a “real time” basis in our records during normal operations.

Certain circumstances may require us to transfer fiat currency between two (2) or more of our Omnibus Accounts or to terminate a relationship with one of our Banks. Moving fiat currency between Omnibus Accounts is recorded in detail and does not affect the available amounts in a given User’s Fiat Account or jeopardize the availability of FDIC insurance, subject to applicable limitations.

 

Funding and Withdrawals

We do not accept fiat funds from any third party for your benefit. All fiat fund deposits via bank wire or automatic clearing house (ACH) transfer to a Fiat Account will only be accepted from a bank account that has been approved by our BSA/AML Program (each, a “User Bank Account”). We advise you of your daily ACH transfer limit, which is determined by the Gemini compliance team (“Gemini Compliance”).

All fiat currency withdrawals via bank wire or ACH transfer from a Fiat Account can only be transferred to a User Bank Account. The initiation of a withdrawal via bank wire or ACH transfer from a Fiat Account using valid User Account login credentials and required forms of multi-factor authentication will be deemed to be an authorization for Gemini to complete any such withdrawal to a User Bank Account.

You can view the balances in your Fiat Account and Digital Asset Account (including any pending transactions and recent activities) at all times during normal Gemini operations.

In certain situations, fiat currency deposits/withdrawals and/or Digital Asset withdrawals may be delayed by up to three (3) to five (5) business days in connection with planned or unplanned maintenance or Downtime.

 

Instant ACH Deposit

We may offer Instant ACH deposits (“Instant ACH”) for select users. If you choose Instant ACH, funds you deposit using this method will be available for trading immediately in your Fiat Account. If, however, you make a purchase before your deposit fully clears (typically within 4-5 business days), your balance available to withdraw (“Available to Withdraw”) might drop below $0, which will prevent you from withdrawing any funds from your Gemini Account until you either:

  1. Wait for your Instant ACH deposit to fully clear;
  2. Execute a sell Order to bring your Available to Withdraw balance above $0; or
  3. Deposit additional funds via wire transfer.

Once your deposit fully clears, you will be able to withdraw these deposited funds and any Digital Assets purchased with these funds — Please note funds may take up to four (4) to (5) business days to fully clear before you can withdrawal.

 

Source of Funds

You agree, represent and warrant that no funds presently in a Fiat Account or Digital Account associated with your Gemini Account, or funds exchanged or to be exchanged by you in the future on Gemini are the direct or indirect proceeds of any criminal or fraudulent activity.

Any Digital Assets that we receive from a sender that is not a User, or otherwise are unauthorized or sent inadvertently will be dealt with within ninety (90) days of discovery. We reserve the right to investigate the source of such funds and determine how to handle their disposition in our sole discretion. Following our review of such funds and the circumstances by which we received them, if we determine that you are not the owner or custodian of such funds, we reserve the right to send some or all of such funds to a charity of our choosing.

 

Transfer Fee Schedule

Gemini’s current transfer fee schedule (“Transfer Fee Schedule”) can be found here:

https://gemini.com/transfer-fees/

Any change to our Transfer Fee Schedule, will be posted no fewer than three (3) calendar days before changes are to take effect and no changes will be in effect for fewer than thirty (30) calendar days. The Transfer Fee Schedule is hereby incorporated by reference and your acceptance of the terms of this User Agreement is considered to be your acceptance of our Transfer Fee Schedule.

 

Privacy of Information

You acknowledge that the information contained in your User Account is only for you and that you will not cause others to rely upon it (other than your tax advisor or attorney, or as otherwise prescribed by law) without our prior written consent.

In addition, you acknowledge and agree that we share information concerning you and your accounts (i) with our Banks and other financial institutions that we use or may use to process funds received in connection with the services contemplated by this User Agreement to the extent necessary to conduct ordinary banking and other business operations, (ii) with appropriate state and federal regulatory authorities, and self-regulatory organizations, solely in compliance with our obligations to them, and (iii) in response to a court or government order. We may also disclose information about you and your accounts to any of the Gemini Parties in accordance with Applicable Laws and Regulations, our Privacy Policy and customary banking practices. Lastly, you agree that we may obtain and use such information as may be necessary for legitimate business needs in connection with the operation of Gemini. For more details regarding what information we collect and how we treat your information please refer to our Privacy Policy here:

https://gemini.com/privacy-policy/

 

Cookies

When you access Gemini, we may make use of the standard practice of placing tiny data files called cookies, flash cookies, pixel tags or other tracking tools (herein, “Cookies”) on your computer or other devices used to visit Gemini. We use these technologies to help us recognize you as a User, collect information about your use of Gemini to better customize our services and content and collect information about your computer or other access device to a) ensure compliance with our BSA/AML Program and b) ensure that your account security has not been compromised by detecting irregular or suspicious account activities. By using Gemini you agree that the Gemini Parties may collect and/or transmit any data collected to our third-party service providers, such as analytics providers, which may also make use of such technologies as described above. Please note that if you block or delete cookies you will not be able to use all or a portion of Gemini.

 

Recording and Archiving

You acknowledge and agree that for our mutual protection we may electronically record any of our telephone conversations with you and archive all online transactions, communications and information relating to your User Account and the associated Gemini Account and/or your use of Gemini.

 

General Use
Proprietary Rights and Limitations on Use

Gemini is our proprietary platform. Gemini is protected by copyright and other intellectual property laws. Except as set forth in our Application Programming Interface (“API”) Agreement, you agree not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store Gemini source code or similar proprietary or confidential data or other similar information provided via Gemini, without the express prior written consent of the Gemini Parties. You may not use Gemini for any unlawful purpose.

We hereby grant you a non-assignable and non-exclusive personal, worldwide, royalty-free license to use Gemini and to access data and other informational content through Gemini consistent with this Agreement. All other uses are prohibited, except as permitted via our API in accordance with our API Agreement. All rights in and to Gemini, and not granted herein, are reserved. You may access Gemini‘s API Agreement by visiting:

https://gemini.com/api-agreement/

Gemini and the Gemini logo (whether registered or unregistered) (the “Gemini Marks”) are proprietary marks licensed to Gemini and protected by applicable trademark laws. Nothing contained in this User Agreement should be construed as granting any license to or right to use any of the Gemini Marks displayed here without our express written consent. Any unauthorized use of the Gemini Marks is strictly prohibited.

Also, you may not use any of the Gemini Marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any investment products (e.g., Digital Assets, fiat currency, securities, commodities, investment or trading products, derivatives, structured products, investment funds, investment portfolios, commodity pools, swaps, securitizations or synthetic products, etc.), including where the price, return, and/or performance of the investment product is based on, derived from, or related to Gemini or any portion thereof, without a separate written agreement with us. We may use technology that is the subject of one or more pending patent applications.

 

Service Modifications and Interruptions

We may modify any or all of Gemini without notice. Part of or all of Gemini may periodically be unavailable during planned or unplanned Downtime. You acknowledge and agree that Gemini is not liable or responsible to you for any inconvenience or damage to you as a result of such Downtime.

 

Risks

Please note the following risks in accessing or using Gemini:

  1. The risk of loss in trading Digital Assets may be substantial and losses may occur over a short period of time;
  2. The price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;
  3. Legislative and regulatory changes or actions at the state, federal or international level may adversely affect the use, transfer, exchange and value of Digital Assets;
  4. In your jurisdiction, Gemini may not be regulated as a financial institution, deposits in your Digital Asset Account and your Fiat Account may not be considered deposits under the laws, rules or regulations applicable in your jurisdiction and may not be subject to applicable deposit insurance protection;
  5. Digital Assets are not legal tender, are not backed by the government, and Digital Asset accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections;
  6. Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
  7. Some Digital Asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiate the transaction;
  8. The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear;
  9. The nature of Digital Assets may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by Gemini may prevent the access to or use of your Digital Assets; and
  10. Any bond or trust account maintained by Gemini for the benefit of our Users may not be sufficient to cover all losses due to theft or fraud incurred by Users.

You acknowledge that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for you, and that Gemini does not give advice or recommendations regarding Digital Assets including the suitability and appropriateness of, and investment strategies for, Digital Assets. You acknowledge and agree that you shall access and use Gemini at your own risk. However, this brief statement does not disclose all of the risks associated with trading in Digital Assets. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your Gemini Account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.

 

Digital Asset Network Protocols

By using Gemini, you acknowledge and agree (i) that we are not responsible for operation of and the underlying protocols related to a Digital Asset Network and that we make no guarantee of a Digital Asset Network’s functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (i.e., “hard fork”), and that such hard forks may materially affect the value and/or function of a Digital Asset you may store with us. In the event of a hard fork, you agree that we may temporarily suspend operations (with or without advance notice) and that we may, in our sole discretion, based on commercially reasonable efforts, either (a) configure or reconfigure our systems or (b) decide not to support (or cease supporting) a forked protocol entirely; provided, however, that you will have an opportunity to withdraw your Digital Assets from Gemini. You acknowledge and agree that we assume absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

 

Third-Party Websites

Gemini may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. Gemini has no control over any such other websites or their contents and will have no liability arising out of or related to such websites or their contents. The existence of any such links does not constitute an endorsement of such websites, the contents of the websites or the operators of the websites. Gemini is providing these links to you only as a convenience.

Gemini may also use third parties to gather Qualified User’s data from financial institutions. By using Gemini, you grant such third-party providers, including Plaid Technologies, Inc. (See https://plaid.com/legal), the right, power, and authority to access and transmit your personal and financial information from the relevant financial institution according to terms of such third party’s privacy or other policy.

 

Third-Party Information Accuracy and Usage

An information provider is any company or person who directly or indirectly provides us with information (“Information Provider”). Such information could include overall market data, quotations from other exchanges, markets, dealers and/or miners of Digital Assets. The third-party information we may provide through Gemini has been obtained from Information Providers and sources we believe are reliable, however, we cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the Information Providers. You may use this information only for your own benefit. You may not reproduce, sell, distribute, circulate, create derivative works from, store or commercially exploit it in any way or provide it to any other person or entity without our consent in writing or the consent of the Information Providers, if needed.

 

Unclaimed Funds

In the event that your Gemini Account and/or User Account is closed for any reason, upon the passage of applicable time periods under state law escheat statutes, we may be required to report any remaining funds in your Fiat Account as well as the U.S. Dollar equivalent of any remaining Digital Assets in your Digital Asset Account, as unclaimed property. If this occurs, we will use reasonable efforts to notify you at the email address shown in our records. If you fail to respond to any such notice within seven business days, or as otherwise required by law, we may be required to deliver any such funds to New York State as unclaimed property. We reserve the right to deduct an administrative fee resulting from such unclaimed funds, as permitted by Applicable Law and Regulations.

 

Tax Advice and Information

You acknowledge and agree that Gemini does not provide legal, tax or investment advice, and to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction prior to using Gemini or implementing any financial plan. We will, however, provide you with any necessary forms required by the Internal Revenue Service, if you have executed at least one Trade on Gemini. Please contact compliance@gemini.com if you have any questions.

 

Non Solicitation

All Orders received through Gemini are considered unsolicited, which means that you have NOT received any investment advice from us nor any of our affiliates in connection with any of your Orders, and that we do not conduct a suitability review of any such Orders. You also acknowledge and agree that you have NOT and do not expect to receive any investment advice from us nor any of our affiliates in connection with your Orders. In addition, your review of our Blog and/or FAQ does not constitute any solicitation or investment advice.

 

Investment Advice

All investment decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and shall in no circumstances be liable to you in connection with such decisions. Under no circumstances will the operation of Gemini be deemed to create a relationship that includes the provision or tendering of investment advice.

 

Sophisticated Investing

You acknowledge and agree that by using Gemini and entering Orders, you have sufficient knowledge to make such Orders. You are responsible for making sure that any Orders entered on your Gemini Account are accurate and intentional. We may, in some cases, and at our discretion, require secondary electronic, verbal, written or other confirmation before acting if your account activity is outside of your normal range of activities.

The information and services provided on Gemini are not provided to, and may not be used by, any individual or institution in any jurisdiction where the provision or use thereof would be contrary to Applicable Laws and Regulations, rules or regulations of any governmental authority or regulatory organization or where Gemini is not authorized to provide such information or services. Gemini may not be available in all jurisdictions.

 

Accessing Gemini Servers

Under no circumstances may you enter restricted areas of any computer or network of Gemini or any of its parties, or perform any functions that are not authorized under this Agreement. It is strongly recommended that you do not access Gemini from an unsecured or public computer and/or network.

We may suspend and/or terminate your access to Gemini, without notice if:

  1. We believe that you and/or another person associated with your Gemini Account are attempting to gain unauthorized access;
  2. We are instructed to do so by an authorized Gemini Account signatory;
  3. We believe that you are using Gemini, your User Account login credentials, or other account information in an unauthorized or inappropriate manner; or
  4. There is unusual activity in or relating to your User Account, the associated Gemini Account or any other associated account.

Notwithstanding the above, you are responsible for monitoring your User Account and its associated Gemini Account and should promptly report any unauthorized or suspicious activity in your account to us at support@gemini.com.

 

Press Guidelines

Press and media are encouraged and hereby authorized to refer to Gemini provided that the reference is accompanied by:

  1. Attribution to Gemini, and
  2. A hyperlink to Gemini.com as feasibility permits.

For all press and media related inquiries, please contact press@gemini.com.

 

Prohibited Use
Export Controls

The exchange of Digital Assets and the services that we provide on Gemini are subject to United States and international export controls and economic sanctions requirements. By acquiring any such assets through Gemini, you represent and warrant that your acquisition and use of any such assets comports with those requirements. Without limiting the foregoing, you may not acquire Digital Assets through Gemini or use any of our services that we provide on Gemini if: (i) you are in, under the control of, or a national or resident of any country subject to United States embargo, United Nations sanctions, HM Treasury’s financial sanctions regime, or if you are on the U.S. Treasury Department’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List or HM Treasury’s financial sanctions regime; or (ii) you intend to exchange any purchased Digital Assets through Gemini or offer any services that we provide on Gemini to any country subject to United States embargo, United Nations sanctions (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial sanctions regime.

 

Gambling Policy

It is generally illegal in the U.S. – without a government-issued license – to require a person to pay money, give something of value, or expend significant effort (in legal terms, “consideration”) to enter or participate in an activity or promotion in which he or she may win a prize if there is a significant degree of chance involved (e.g., a random drawing to determine winners) (“Illegal Gambling”).

As such, Gemini has a policy prohibiting the use of Gemini Accounts for storing, sending, or receiving wagers or proceeds of gambling. Proceeds derived from trading contracts of differences and spread bets on licensed and regulated platforms do not constitute gambling under our Gambling Policy. We employ a number of methods to detect gambling activity in Gemini Accounts, and will act swiftly to close accounts in which gambling activity is detected.

In the event that you are the owner and/or designated representative of a Gemini Account that is or has any associated account suspected of being in breach of any applicable gambling statute, you agree that we have the right to suspend any such account and all related accounts, along with your access to Gemini, until we have conducted an investigation.

Should your account and any related account be proven to be in violation of United States federal or state law prohibiting gambling or any other Applicable Laws and Regulations, you agree that we have the right to close any such account and, if deemed necessary, return all assets as described in the ‘Account Suspension, Termination, and Cancellation’ section. You agree, however, that to the extent required by law, regulation, or other lawful directive, we may withhold and/or deliver any and all assets of any accounts in violation to the appropriate authorities.

 

General Provisions

The terms set out in this User Agreement govern your use of Gemini and the services that we provide. By clicking “I AGREE,” you agree to be bound by the terms of this User Agreement and acknowledge that you have received the disclosures set forth herein. If you do not agree to the terms of this Agreement, do not click “I AGREE” and please do not visit, access or use Gemini or the services that we provide. Whether or not you click “I AGREE,” if you visit, access, or use Gemini in any capacity or manner, you agree, by virtue of any such action, to be bound by this User Agreement in its entirety.

 

Disclaimer of Warranties and Liability

The Gemini Parties are not giving investment advice, tax advice, legal advice, or other professional advice by allowing you to use Gemini or providing the services herein, the ability to purchase or sell Digital Assets or the storage of Digital Assets or fiat currency, and the Gemini Parties do not recommend, or endorse that you purchase or sell Digital Assets, including bitcoin, ether or any other asset or make any investment. Before engaging in any trading or investment activity, you should consult a qualified professional.

THE SERVICES THAT WE PROVIDE THROUGH GEMINI ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS. THE GEMINI PARTIES DO NOT REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF GEMINI OR THE INFORMATION CONTAINED THEREIN OR SERVICES CONTAINED THEREON. THE GEMINI PARTIES SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF GEMINI OR ANY SERVICES PROVIDED BY THE GEMINI PARTIES, INCLUDING ANY LOSS CAUSED IN WHOLE OR PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM THE NEGLIGENCE OF THE GEMINI PARTIES OR CONTINGENCIES BEYOND THEIR CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING GEMINI, THE SERVICES THEREON OR THE INFORMATION THEREIN. IN NO EVENT WILL THE GEMINI PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF GEMINI, THE SERVICES THEREON OR THE INFORMATION THEREIN.

IN NO EVENT WILL THE GEMINI PARTIES BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY OTHER DAMAGES OF ANY KIND EVEN IF THE GEMINI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER’S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. WE CANNOT AND DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO GEMINI.

 

Reasonable Care

We agree to take reasonable care and use commercially reasonable efforts in executing our responsibilities to you under this Agreement, or such higher care where required by law or as specified in relation to certain matters by this User Agreement (e.g., the exercise of fiduciary duty).

You acknowledge and agree that the Gemini Parties cannot be held responsible for any failure or delay to act by the Gemini Parties, our Banks, or any other participant in any transaction within the time limits prescribed by law or permitted by this User Agreement that is caused by your negligence.

The Gemini Parties also cannot be held responsible for any failure or delay caused by an interruption to one of our communication facilities, suspension of payments by another financial institution or one of our Banks, or in the event of any act, condition or cause beyond our reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake or other acts of God, fire, water, war, acts of war, terrorist activities, insurrection, riot, labor dispute or strike, action of government, utility or other service outages or failures, or emergency conditions.

In addition, the Gemini Parties cannot be held responsible for any erroneous Order or trade (as defined in the ‘Erroneous Order Policy’ and ‘Erroneous Trade Policy’ sections) or “System Failure” (defined as a failure of any computer hardware or software used by Gemini or any telecommunications lines or devices used by Gemini), or Downtime (scheduled or unscheduled) which prevents us from fulfilling our obligations under this User Agreement or other circumstances beyond the control of the Gemini Parties, provided we used commercially reasonable efforts to prevent or limit such erroneous trades, System Failure, or Downtime.

Furthermore, you agree that any act or omission made by the Gemini Parties or one of our Banks in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in New York, or any rule or regulation of the State of New York, New York State Department of Financial Services or a federal agency having jurisdiction over such party shall constitute ordinary care.

We use commercially reasonable efforts to provide Qualified Users with a reliable and secure platform, including an electronic trading service. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside the control of Gemini. These factors can contribute to delays or errors in service or system outages. Qualified Users may experience difficulties in accessing their Gemini Account, in withdrawing their fiat currency or Digital Assets, and in placing and/or canceling Orders.

In no event will the Gemini Parties be liable to you or others for any damages, direct, indirect, consequential or special, including, without limitation, all losses, costs, expenses, loss of profits, loss of business revenue or failure to realize expected savings arising from or out of the existence, furnishing, or functioning of Gemini, or any act or omission in connection with your accessing Gemini. The Gemini Parties are not liable by reason of acting or failing to act due to an error in an Order request actually received by us, or as a result of an Order request not being received by us. The Gemini Parties are not responsible for any losses, damages or personal injury that any person suffers as a result of you accessing Gemini.

 

Indemnities

The Gemini Parties shall not be liable for any act, omission, error of judgment or loss suffered by you in connection with this Agreement. You acknowledge and agree to indemnify and hold harmless the Gemini Parties from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorneys’ fees, rights, claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of Gemini or our performance or nonperformance of duties.

If you are a California resident, you waive California Civil Code Section 1542, which states:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTIVE THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY HIS OR HER SETTLEMENT WITH THE DEBTOR.”

If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

 

Legal Costs

You agree to indemnify the Gemini Parties for actual, reasonable legal costs and expenses directly related to your User Account and any associated Gemini Accounts related to any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of your User Account and/or your associated Gemini Account. As a result, we will be entitled to charge your Gemini Account for such costs without notice, including legal and enforcement related costs that we incur. Any withholding by us relating to your User Account and/or your associated Gemini Account will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and we may place any amounts garnered from you in a separate account, and will pay you the remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your Gemini Account, that asset may not be transferred out of said Gemini Account until the matter is resolved. We will provide copies of all invoices on request.

 

Entire Agreement

This User Agreement, our Privacy Policy, and API Agreement incorporated by reference herein comprise the entire understanding and agreement between you and the Gemini Parties as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this User Agreement), and every nature between and among you and the Gemini Parties.

 

Assignment

This User Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This User Agreement shall be binding and inure to the benefit of the parties hereto, our successors and permitted assigns.

 

Relationship of the Parties

Nothing in this User Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this User Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this User Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this User Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and Gemini.

 

Injunctive Relief

You agree that your obligations and the obligations of each User set forth in this User Agreement are necessary and reasonable in order to protect the Gemini Parties and our business. You expressly agree that due to the unique nature of our business, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this User Agreement. Accordingly, you acknowledge and agree that any such violation or threatened violation shall cause irreparable injury to the Gemini Parties and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Gemini Parties shall be entitled to obtain injunctive relief against the threatened breach of this User Agreement or your continuation of any such breach, without the necessity of proving actual damages.

 

Severability

If any provision in this User Agreement is invalid or unenforceable under Applicable Law and Regulations, the remaining provisions will continue in full force and effect.

 

Change of Control

In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale or other change of control.

 

Survival

All provisions of this User Agreement which by their nature extend beyond the expiration or termination of this User Agreement shall survive the termination or expiration of this User Agreement.

 

Headings

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.

 

English Language Controls

Notwithstanding any other provision of this User Agreement, any translation of this User Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to their definitions and interpretations in the English language.

 

Written Notice

If we send an email to the email address on record with your User Account, you acknowledge that this constitutes ‘written notice’ from us to you. If you email us at support@gemini.com, this constitutes ‘written notice’ from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.

 

Non-Waiver of Rights

The failure of any of the Gemini Parties to insist upon strict compliance with any term or provision shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. This User Agreement shall not be construed to waive rights that cannot be waived under applicable state and federal laws.

 

Governing Law

This Agreement, your use of Gemini, your rights and obligations, and all actions contemplated by, arising out of or related to this User Agreement shall be governed by the laws of the State of New York, as if this User Agreement are a contract wholly entered into and wholly performed within the State of New York. YOU AGREE THAT ALL ORDERS, DEPOSITS, WITHDRAWALS OR SALES ON GEMINI AND CONTEMPLATED ACCORDING TO THE TERMS OF THIS USER AGREEMENT SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF NEW YORK AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

 

Dispute Resolution

Any controversy, claim or dispute arising out of or relating to this User Agreement or the breach thereof shall be settled solely and exclusively by binding arbitration held in New York, New York, administered by JAMS and conducted in English. You expressly agree that any dispute about the scope of this User Agreement to arbitrate and/or the arbitrability of any particular dispute shall be resolved in arbitration in accordance with this section. In the event that you threaten to litigate a dispute in court, we may institute arbitration to enjoin you from filing a complaint or petition in court; provided, however, that you or any of the Gemini Parties may, without inconsistency with this arbitration provision, apply to any court for a preliminary remedy, i.e., equitable or injunctive relief, or to seek enforcement of the arbitral award. You expressly agree that an arbitrator may issue all appropriate declaratory and injunctive relief necessary to ensure the arbitration of disputes. Any such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures, with the following exceptions to such rules if in conflict:

  1. One arbitrator shall be chosen by JAMS;
  2. Any arbitration must be commenced within one (1) year after the claim or cause of action arises;
  3. Each party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and
  4. Arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS’ rules and regulations) of the proceedings has been given to such party. You agree to bear your own attorney’s fees, costs, and expenses. You agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity; provided, that, nothing in this subsection shall be construed as precluding us from bringing an action for injunctive or equitable relief. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE OR IF YOU OR ANY OF THE GEMINI PARTIES SEEK INJUNCTIVE OR EQUITABLE RELIEF THEN YOU AND THE GEMINI PARTIES:
    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS USER AGREEMENT OR ANY OTHER MATTER INVOLVING THE GEMINI PARTIES HERETO, AND
    2. SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK AND YOU AGREE NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION.

You irrevocably and unconditionally waive any objection that you may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this User Agreement in the federal or state courts located in the State of New York.

You agree to arbitrate solely on an individual basis, and that this User Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one User’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of these arbitration provisions in this User Agreement will remain in full force and effect.

You agree that this section of this User Agreement has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.

A printed version of this User Agreement shall be admissible in judicial or administrative proceedings.

 

Questions, Feedback, and Complaints

If you have any questions, would like to provide feedback, or would like more information about Gemini, please feel free to contact us at support@gemini.com.

If you would like to lodge a complaint, please contact our Customer Support Team using one of the following methods:

  1. Email support@gemini.com using the email address associated with your User Account;
  2. Write to Customer Support at:
    Gemini Trust Company, LLC, 600 Third Avenue, 2nd Floor, New York, NY 10016; or
  3. Call Customer Support at +1 (866) 240-5113 (toll-free in the USA).

 

New York User Complaints

If you are located in the state of New York and have a complaint, please first contact Gemini Support at one of the three (3) methods indicated above. You may also direct your complaint to the attention of: New York State Department of Financial Services, One State Street, New York, NY 10004-1511; +1 (212) 709-1540. Please visit www.dfs.ny.gov for additional information.

 

Texas User Complaints

If you are located in the state of Texas and have a complaint, please first contact Gemini Support at one of the three (3) methods indicated above. If you still have an unresolved complaint regarding our money transmission or currency exchange activity, you may also direct your complaint to the attention of: Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705; +1 (877) 276-5554 (toll-free in the USA). Please visit www.dob.texas.gov for additional information.

 

Submissions to Gemini

The Gemini Parties cannot agree to obligations of confidentiality or nondisclosure with regard to any unsolicited information you submit to us, regardless of the method or medium chosen. By submitting unsolicited information or materials to the Gemini Parties, you or anyone acting on your behalf, agree that any such information or materials will not be considered confidential or proprietary.

Gemini does not provide any facility for sending or receiving private or confidential electronic communications. You should not use Gemini to transmit any communication for which you intend only you and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into Gemini can and may be read by the Gemini Parties, regardless of whether they are the intended recipients of such messages. Nevertheless, access to messages and other content entered into Gemini will be accessible only to those employees of the Gemini Parties that reasonably need such access.

 

Digital Asset trading involves a high degree of risk. The Digital Asset market is new and unproven and may not grow. Digital Assets may experience frequent price volatility due to (i) the small use of Digital Assets in the retail and commercial marketplace in comparison to relatively large use by speculators and (ii) the lack of assurance that a person or institution who accepts Digital Assets as payment today will continue to do so in the future. Such price volatility may adversely affect an investment in Digital Assets so prior to using Gemini, please evaluate the merits and risks of the investment and be able to bear the economic risk of losing your entire investment in a short period of time. No material on Gemini should be considered as an offer by Gemini to sell or solicitation by Gemini of any offer to buy Digital Assets.

 

User Agreement Archive

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