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Not Your Keys: A Closer Look at Bitcoin Exchanges' User Agreements - Part 2


This is a continuation of a series analyzing bitcoin and cryptocurrency exchanges' user agreements.

Disclosure: We aren't lawyers. Our interpretation may not be 100% accurate. Read the text.

Part 2: Gemini

https://gemini.com/legal/user-agreement

Their Control, Your Responsibility

You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials and any other required forms of authentication, including your API keys. You further agree and understand that, we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account and/or your Gemini Account.

You agree and understand that you are responsible for monitoring your User Account and Gemini Account.

Right to Account Suspension

You agree and understand that we have the right to immediately (i) suspend your account and all accounts beneficially owned by you and any members of your household or for which you are a representative or authorized signatory and, in the case of entities, any affiliates (each, a “Related Account”), (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to Gemini, until a determination has been made, if we suspect, in our sole discretion, you and/or any such accounts to be in violation of:

  • Any provision of this User Agreement;
  • Any Applicable Laws or Regulations;
  • Our BSA/AML Program; or
  • Our Marketplace Conduct Rules,

at any time since the opening of such account or Related Account (each, a “Conduct Violation”).

You further agree and understand that we have the right to immediately (i) suspend your account and any Related Account, (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to Gemini until a determination has been made, if:

  • We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
  • The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
  • The account has a negative balance for any reason;
  • The account has a balance that needs to be reconciled for any reason;
  • Your ACH deposit was returned to your bank;
  • We believe someone is attempting to gain unauthorized access to the account;
  • We believe there is unusual activity in the account;
  • We believe you are using Gemini, your login credentials, or other account information in an unauthorized or inappropriate manner; or
  • The account has not been accessed in two years or more.

If your account has been suspended, you will be notified when accessing Gemini. We may, in our sole discretion, give Written Notice that your account has been suspended and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.

Right to Account Investigations

You agree and understand that we have the right to immediately investigate your account and any Related Account, if we suspect, in our sole discretion, that you and/or any such account has committed a Conduct Violation.

You further agree and understand that we have the right to immediately investigate your account and any Related Account, if:

  • We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
  • The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
  • The account has not been accessed in two years or more.

We may, in our sole discretion, give Written Notice that your account is the subject of an investigation and may, in our sole discretion, share the general nature of the investigation, if permitted to do so by law.

Right to Account Termination

You agree and understand that we have the right to terminate your access to Gemini and any account at any time and for any reason, and that if we do so, your rights and obligations under this User Agreement will continue. You further agree and understand that we have the right to take any and all necessary and appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations. If your account is terminated, we will return your funds, less the value of any trading fee discounts, rebates, and/or damages that we are entitled to pursuant to this User Agreement. If your account is no longer subject to an investigation, court order, or subpoena, you authorize us to return your funds (less any trading fee discounts, rebates, and/or damages to which we are entitled) to any bank account linked to your account, unless otherwise required by law. If there is a Digital Asset balance remaining in your account, you agree to provide us with a Digital Asset address within seven calendar days upon receiving Written Notice, so that we can return the remaining Digital Assets to you. If you fail to do so, you hereby agree that we are permitted to sell any remaining Digital Assets on the open market at a price within 5% of the Prevailing Market Price and return the proceeds (less any trading fee discounts, rebates, and/or damages to which we are entitled) to any bank account linked to your account.

No Hodl Zone

If your account remains closed or dormant for a long enough period of time, we may be required, upon the passage of applicable time periods, to report any remaining funds in your account as unclaimed property in accordance with abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give Written Notice. If you fail to respond to any such Written Notice within seven Business Days (as defined herein) 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.

Insurance? Not Really.

Digital Assets are not legal tender and are not backed by any government. Digital Assets are not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation protections.

Supported to Unsupported Digital Asset, At Anytime

You further agree and understand that we may, in our sole discretion, choose to no longer support a Supported Digital Asset on Gemini and make it an Unsupported Digital Asset at any time.

They Choose The Forks

In the event of a Fork, you agree and understand that we may temporarily suspend the operations of Gemini (with or without advance notice to you) while we choose, in our sole discretion, except as described herein, which Forked Networks to support. You agree and understand that in our best estimation we are unlikely to support most Forked Networks and that the Digital Assets of most Forked Networks will likely not be made available to you.

DIGITAL ASSET VALUES CAN FLUCTUATE SUBSTANTIALLY WHICH MAY RESULT IN A TOTAL LOSS OF THE VALUE OF DIGITAL ASSETS HELD BY US ON YOUR BEHALF.

Thanks For The Unsupported Coins

You agree and understand that in the event that you or a third party deposits Unsupported Digital Assets into a Digital Asset address that we control, we have the right to and will account for any such Unsupported Digital Assets as our property.

They Choose Airdrops

You agree and understand that in the event that a Digital Asset Network attempts to or does distribute (sometimes called “airdropping” or “bootstrapping”) its Digital Assets to Digital Asset addresses of a Supported Network, we will treat this Digital Asset Network as an Unsupported Forked Network.

You agree to indemnify us and any Gemini Service Provider for actual, reasonable legal costs and expenses directly related to your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of Gemini. As a result, we will be entitled to charge your Gemini Account for such costs without notice, including legal and enforcement related costs that we incur.

Your Information? No, This is Our Information

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.