BEFORE ACCESSING OR USING TRADFI PERPETUAL SERVICE OR UNDERTAKING ANY TRADFI PERPETUAL CONTRACT TRANSACTIONS, YOU MUST READ THIS TRADFI PERPETUAL SERVICE AGREEMENT IN ITS ENTIRETY CAREFULLY.
TRADING TRADFI PERPETUALS ARE COMPLEX AND NOT SUITABLE FOR THE MAJORITY OF ORDINARY PERSONS. THE RISK OF LOSS IN CONNECTION WITH SUCH TRADFI PERPETUALS CAN BE SUBSTANTIAL. YOU SHOULD CAREFULLY EXAMINE YOUR INVESTMENT OBJECTIVES, FINANCIAL RESOURCES AND RISK TOLERANCE AND CONSIDER WHETHER UNDERTAKING SUCH TRANSACTIONS IS SUITABLE FOR YOU. YOU SHOULD BE CAPABLE OF BEARING A FULL LOSS OF THE AMOUNTS INVESTED AS A RESULT OF OR IN CONNECTION WITH ANY ORDER.
This TradFi Perpetual Service Agreement (this “Agreement”) and the terms herein govern your use of the TFP Service (as defined below) and related services entered into by and between you (the “User” or “you”, “your” or the “Participant”) and Gate (hereinafter also referred to as "Gate", "us", "we", or the "Platform") and is legally binding upon you and Gate. By accessing and using any of our TFP Service, you are deemed to have fully read, understood and agreed to the terms and conditions set forth herein.
This Agreement shall be supplemental to and constitute part of the Gate’s User Agreement (available at http://www.gate.io/zh/user-agreement) (“User Agreement”) and should be read in conjunction with the Gate’s User Agreement. Therefore, unless otherwise stated in this Agreement, the capitalized terms used in this Agreement shall have the same meaning given to them under the User Agreement. However, where a term is defined both in the User Agreement and in this Agreement, for the purposes of this Agreement only, the definition in this Agreement shall prevail. In the event of any conflict or inconsistency between the terms in this Agreement and the User Agreement, the terms in this Agreement shall prevail with respect to TFP Contracts contemplated hereunder unless expressly stated otherwise.
1.TERMS AND DEFINITIONS
a.Account has the meaning given in Clause 2.2(a).
b.Affiliate means, in relation to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with that person.
c.Applicable Laws means any applicable common law, principles of equity, and laws made by a government or relevant authority or judicial body, including regulations, rules, decrees, court judgments, arbitral awards, office directives, requests, policies, codes, circulars, guidelines or other instruments (whether or not having the force of law), and consolidations, amendments, re-enactments or replacements of any of them from time to time. These include anti-money laundering, anti-bribery, anti-terrorist financing, sanctions, data privacy, tax and consumer protection laws (as applicable).
d.After-Hours Period means any period outside of Market Hours, including pre-market hours, post-market hours, weekends, and public holidays applicable to the market on which the relevant Referenced Asset is primarily listed or traded, during which TFP Contracts on the Platform may continue to be traded but with potentially different Index Price calculation methodologies and reduced market liquidity.
e.Digital Asset means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens and tokenised derivatives of any other digital asset.
f.Funding Rate means a periodic payment exchanged between holders of long and short positions in TFP Contracts, calculated by Gate and applied at intervals determined by Gate from time to time and published on the Platform, which is designed to anchor the prevailing contract price to the Index Price. The Funding Rate may be positive or negative and will be applied to a User’s open position at each funding interval, regardless of whether the User is the net payer or receiver of such funding.
g.Index Price means the reference price for a TFP Contract, calculated by Gate based on data from designated external price sources or exchanges, and subject to applicable smoothing, capping, or weighting mechanisms (which may include, without limitation, an exponentially weighted moving average (EWMA) or other smoothing methodology) as determined and published by Gate on the Platform from time to time.
h.Losses means any and all liabilities, damages, claims, demands, lawsuits, judgments, penalties, fines, settlements, and expenses of any kind or nature, whether direct or indirect, actual or consequential, including but not limited to reasonable attorneys’ fees and expenses, court costs, costs of investigation, and other out-of-pocket expenses incurred in connection with or arising from any of the foregoing.
i.Mark Price means the price used by Gate to calculate unrealised profit and loss and to determine liquidation thresholds for TFP Contracts subject to such deviation constraints relative to the Index Price as Gate may publish on the Platform from time to time.
j.Market Hours means the regular trading session hours of the exchange or market on which the Referenced Asset underlying a TFP Contract is primarily listed or traded, as determined and published by Gate from time to time.
k.Order means an instruction, application, request or order to modify, cancel, or execute a TFP Transaction on the Platform as a maker or taker, sent, given or transmitted by you or on your behalf to Gate or which Gate reasonably believes to have been sent, given or transmitted by or on your behalf, including any instruction, request or order to revoke, ignore or vary any previous offer, instruction, request, application or order;
l.Referenced Asset means any traditional financial instrument or asset, including without limitation equities, stocks, exchange-traded funds, precious metals, commodities, or indices, the price of which is tracked by a TFP Contract offered on the Platform.
m.Tax means any and all federal, state, local or foreign taxes, fees, levies, imposts, and other similar charges (together with any and all interest, penalties and additions to tax) imposed, assessed or collected by any governmental authority responsible for the collection or enforcement of taxes.
n.TFP Contract means a TradFi Perpetual contract, being a USDT-margined, USDT-settled perpetual contract offered on the Platform, the value of which is derived from and tracks the price of a Referenced Asset (being a traditional financial instrument such as a stock, equity, exchange-traded fund, precious metal, or commodity), and which does not confer any ownership interest in, or any rights attaching to, the Referenced Asset.
o.TFP Service means the trading and related services provided by Gate that enable Users to enter into, hold, manage, settle and close TFP Contracts on the Platform, including without limitation Order placement, matching, execution, margining, mark-to-market, funding rate application, liquidation, and post-trade settlement.
p.Transaction has the meaning given in Clause 2.1(a).
q.Trigger Event means any of the events specified under Clause 3.1 of this Agreement that entitles Gate to suspend, terminate, or take protective actions in respect of the User’s Account or Transactions.
2.TFP Service
2.1 TFP Service
a.TFP Contract trading, including the placement and execution of Orders (“Transactions”) in TFP Contracts, forms part of the TFP Service offered by Gate on the Platform. All Transactions are executed and settled on the Platform in accordance with the applicable margin, leverage, trading, and risk-disclosure requirements as published by Gate on the Platform from time to time. Gate makes no representation or warranty as to the continued availability of any TFP Contract or Referenced Asset, and may add, modify, suspend, or remove any TFP Contract or Referenced Asset at any time at its sole discretion.
b.You acknowledge and agree that the TFP Service is provided solely on the Platform in accordance with this Agreement. TFP Contracts are offered by Gate as principal on the Platform and are not, and shall not be construed as, securities, options, futures, or any other regulated financial instrument under any jurisdiction except as expressly determined by Gate.
c.Users expressly understand and acknowledge that Gate does not serve as your investment advisor, broker, dealer, agent, or fiduciary. Any information presented on or through the Platform shall not constitute investment, legal, tax, accounting, or any other professional advice from Gate. You shall be solely responsible for evaluating the merits, risks, and suitability of any Transaction.
d.You expressly acknowledge and agree that TFP Contracts are derivative instruments and do not represent, and shall not confer, any ownership interest in any Referenced Asset. Holding a TFP Contract does not entitle you to any shareholder rights, voting rights, dividends, distributions, or any other entitlements associated with the Referenced Asset. Unless explicitly reflected through pricing or contract adjustments made by Gate, you shall not benefit from any corporate actions relating to any Referenced Asset. TFP Contracts are not associated with, sponsored by, endorsed by, or affiliated with the issuer of any Referenced Asset or any exchange on which the Referenced Asset is listed.
2.2Account
a.You agree that, in order to access and use the TFP Service, you must maintain an active account with us (“Account”) at all times during the course of any Transaction.
b.You authorize Gate to collect, verify, store, process, transfer (including across jurisdictions), and maintain your registration and identification information (“Personal Information”) for the purpose of enabling your access to and use of the TFP Service. Gate may transfer or disclose your Personal Information to its Affiliates, service providers, agents, and professional advisers, and may transfer or disclose your Personal Information to any third party where Gate considers it necessary or appropriate, including as required under Applicable Laws or regulatory obligations, in accordance with Gate's Privacy Policy.
c.You acknowledge and agree that your Account is maintained and administered by Gate for your use to access TFP Service on the Platform.
d.No interest will be paid on any funds in your Account, and any Digital Assets or other property held in your Account are not insured by any governmental authority or by Gate.
e.The User shall be solely responsible for maintaining the confidentiality and security of all credentials, passwords, and devices used to access the Account or the Platform. Any access or transaction made through the correct entry of such credentials shall be conclusively deemed duly authorized by the User and Gate shall be entitled to act on any such access or instruction without further verification. Gate shall not be liable for any loss, damage, or unauthorized transaction arising from the User’s failure to maintain adequate security measures or from any unauthorized access, use, or disclosure of credentials, whether or not caused by the User’s negligence.
f.Gate may at any time, at its sole discretion and without prior notice, suspend, restrict, freeze, close, or terminate your Account (in whole or in part), require additional verification or documentation, impose trading or withdrawal limits, or refuse to accept any Order or Transaction, for any reason Gate considers appropriate, including without limitation suspected breach of this Agreement or Applicable Laws, suspected fraud or market abuse, regulatory or compliance considerations, risk management considerations, or any Trigger Event. Gate shall not be liable for any loss, cost, or consequence arising from any such action.
2.3Order, Execution, Cancellation, and Trading Procedures
a.Users shall only place an Order if they fully intend to complete the Transaction. Order matching is conducted automatically by the Platform. Once an Order is successfully matched in part or in full (“Execution”), the Transaction shall be final and irrevocable. Prior to Execution, you may cancel any pending Order; however, if due to timing, system latency, or operational constraints such cancellation cannot be effected in time, Gate’s determination shall be final and binding, and Gate shall bear no liability for any resulting loss or consequence, including without limitation any execution at a price different from that which you expected.
b.You acknowledge that, in certain cases, an Order may not be canceled or modified even if it has not yet been executed. Gate makes no representation or warranty that any Order can be canceled or modified. If the Order cannot be canceled or modified, you shall remain bound by the execution of the original Order. You further acknowledge that any attempt to modify, cancel, or resubmit an Order may result in over-execution or duplicate execution, for which Gate shall not be liable, and you shall bear full responsibility for any resulting losses or consequences.
c.Gate reserves the right, at its sole discretion and without prior notice, to establish, modify, adjust, suspend, or remove any trading, transaction, position, or exposure limits applicable to your activities on the Platform, whether on a User-specific, product-specific, or Platform-wide basis, based on risk management considerations, market conditions, regulatory requirements, suspected market abuse or other relevant factors Gate considers appropriate. Gate shall not be liable for any loss, missed opportunity, foregone profit or restriction arising from such adjustments.
d.You acknowledge and agree that the actual transaction price may differ from the price displayed on the Platform due to latency, market volatility, system delays, data feed errors or other technical factors. Gate makes no representation or warranty as to the accuracy, timeliness, completeness or real-time nature of any displayed pricing information, Index Price, Mark Price, or other data, and shall not be liable for any loss arising from such discrepancies.
e.You acknowledge and agree that Gate does not and cannot guarantee that any Order placed through the Platform will be executed, executed in full, at the best available price or at the posted price. The execution price may differ from the price you set due to market volatility, latency, slippage, partial fills, or other operational factors, and Gate shall not be liable for any loss arising from such, including any loss from non-execution, partial execution, or price differences.
f.You acknowledge and agree that TFP Transactions conducted on the Platform require the maintenance of adequate margin in your Account at all times. You are solely responsible for monitoring your margin level, position health, and Account balance and ensuring that sufficient funds are maintained to support your open positions. Gate is under no obligation to provide margin calls, warnings, or notifications of any kind in the event of price fluctuations, adverse market movements, or margin deficiencies, and shall bear no responsibility or liability for any loss, liquidation, adverse settlement or other consequence arising from insufficient margin.
g.You acknowledge and agree that if you fail to maintain the required margin for any open position, Gate's automated liquidation engine may initiate stop-loss, partial liquidation, full liquidation, forced position reduction, and/or auto-deleveraging actions, automatically and without prior notice, when your Account balance, margin level, position health, or any other risk parameter reaches or falls below the applicable threshold determined and published by Gate from time to time. Without limiting the foregoing, Gate retains the discretion (but is under no obligation) to liquidate manually, refrain from liquidating, delay liquidation, accelerate liquidation, or adjust the timing, sequence, method, or price of liquidation based on market conditions, liquidity, risk management considerations, regulatory requirements, or any other factor Gate considers appropriate. Gate is under no obligation to monitor your positions, close any position, or take any action on your behalf, and shall not be liable for any loss or consequence arising from insufficient margin, the liquidation (or non-liquidation, or timing of liquidation) of your positions, or any execution price obtained on liquidation. All determinations relating to margin thresholds, margin levels, liquidation timing, liquidation sequence, and execution shall be made by Gate at its sole discretion and shall be conclusive, final and binding.
h.You acknowledge and agree that any losses, costs, expenses, or damages arising from the compulsory stop-out, partial liquidation full liquidation, auto-deleveraging or liquidation of any open positions shall be solely your responsibility and borne entirely by you. You shall remain liable to Gate for any negative Account balance, shortfall, or deficit remaining after such liquidation, and Gate may pursue any and all remedies available to it under this Agreement, the User Agreement, or Applicable Laws to recover any such amount. Gate shall not be liable for any such losses or consequences resulting from the exercise (or non-exercise) of any of its rights under this Agreement, including, without limitation, any actions (or inactions) leading to or associated with the compulsory stop-out , auto-deleveraging, or liquidation of your positions.
i.Without prejudice to Clause 3.2, Gate may at any time set off, net, or apply any amount, Digital Asset, margin, collateral, or other property held in or credited to your Account (or any other account you hold with Gate or its Affiliates) against any amount, obligation, or liability you owe to Gate or its Affiliates under or in connection with this Agreement, any Transaction, the User Agreement, or otherwise. This right is in addition to, and not in substitution for, any rights of set-off, netting, lien, or combination of accounts available to Gate under Applicable Laws.
j.You acknowledge and agree that Gate, its Affiliates, and their respective directors, officers, employees, and agents may, in their own capacity or on behalf of others, trade in, hold, hedge, or take principal positions in TFP Contracts, Referenced Assets, or related instruments, including positions opposite to your Transactions. Such activity does not constitute a conflict of interest, and Gate shall be under no obligation to disclose such positions to you or to act in your best interests in relation to such positions.
2.4Fees
a.You acknowledge and agree that you shall pay: (i) a transaction fee (the “Trading Fee”) for each settlement Transaction; and (ii) any other fees, charges, commissions, or costs as Gate may impose from time to time, for each settlement transaction and each Order, Execution, or Transaction initiated by you or on your behalf.. The current Trading Fee rates and other applicable fees are displayed on the Platform, and may be calculated, deducted, withheld or applied through USD, USDT, USDx, or any other currency, Digital Asset, or unit of account determined by Gate. Gate reserves the right to change, modify, adjust or increase the Trading Fee or any other fee at any time at its sole discretion and without prior notice. Any such change, modification, or increase shall become effective upon publication on the Platform or the Sites. If you do not agree to the published changes, modifications, or increases, you must cease using the TFP Service and close any open positions. Your continued use of the TFP Service after the revised Trading Fee or other fee is published on the Platform or the Sites shall constitute your acceptance of all such changes or revisions.
b.If you believe that you have been incorrectly charged a Trading Fee or other fee, you must notify us in writing immediately and provide supporting documentation. If you fail to raise any questions or objections within thirty (30) days from the first appearance of the alleged erroneous Trading Fee or other fee on any of your Account statement, Transaction record, or Account history, you shall be deemed to have irrevocably accepted such fee, and any such fee shall be conclusive, binding and final thereafter.
c.Additional fees may apply to certain features or services, including without limitation funding rate charges, insurance fund contribution, ADL fees, settlement fees, withdrawal fees, and other product-specific fees, as determined at the sole discretion of Gate. Gate reserves the right to impose, modify, or adjust such fees at any time at its sole discretion and without prior notice. Gate may impose, modify, suspend or adjust such fees from time to time by posting updated information on the Platform. Unless otherwise specified, such changes shall take effect upon publication, and Gate shall not be liable for any loss arising from such fees or any change thereto.
2.5Cancellation.
In the event of any of the following circumstances, or for any other reason Gate considers appropriate in its sole discretion, we may, at our sole discretion and without prior notice, cancel, void, reverse, re-price, partially execute, or otherwise adjust the Transaction, in whole or in part. If we are unable to cancel the Transaction in time, you shall be solely responsible for, and shall fully compensate us for, any losses, costs, expenses, damages, or fees incurred in restoring such Transaction or undertaking any necessary remedial actions.
a.The Transaction was caused by or related to a suspected, recognizable or actual interruption, error, defect, or malfunction in the execution, settlement, pricing, data feed, or communication systems of Gate, any third-party service provider, or the Platform;
b.The Transaction is, in our sole discretion, deemed to be fraudulent, manipulative, or disruptive to other Users or the orderly operation of the Platform;
c.The Transaction was executed through a suspected or actual compromised, fraudulent, or unauthorized access to your Account, credentials, or any Gate system;
d.The Transaction was executed or appears to Gate to have been executed by taking advantage of suspected market failures, pricing anomalies, stale or erroneous quotes, arbitrage opportunities, manifest errors, or off-market rates;
e.A technical issue prevented the Transaction from being executed as intended;
f.The Transaction was canceled, adjusted or modified by a liquidity provider, market maker, data source, or counterparty in connection with the Platform;
g.The Transaction was only partially executed or could not be executed, by the liquidity provider or counterparty;
h.We determine, at our sole discretion, that your use of TFP Service, Account and/or Transaction, or trading activities (or those of any person connected with you) violates, or may violate the terms of this Agreement or the User Agreement, Applicable Laws, or any policy, rule, or procedure published by Gate;
i.The Transaction is suspected by Gate to involve wash trading, self-trading, spoofing, layering, momentum ignition, front-running, insider trading, cross-account collusion, or any other form of market manipulation, market abuse, or abusive trading practice;
j.The Transaction was effected during an Index Price discontinuity, a Mark Price deviation, an After-Hours Period liquidity dislocation, a Gap Event, a Force Majeure event, a system outage, a circuit breaker event, or any other temporary market dislocation or abnormal market condition; or
k.Without limiting Gate's rights under (a) to (j), Gate may at its sole discretion apply a price adjustment, re-pricing, partial cancellation, partial reversal, position re-pricing, position adjustment, or other corrective action in lieu of, or in addition to, full cancellation, and any such action shall be final, conclusive, and binding on you.
Gate shall not be liable for any loss, cost, expense, missed opportunity, foregone profit, or other consequence arising from any cancellation, reversal, adjustment, re-pricing, or other action taken (or not taken) under this Clause 2.5, and any determination by Gate under this Clause 2.5 shall be final, conclusive, and binding.
2.6Pricing Mechanism
The Index Price and Mark Price applicable to each TFP Contract are calculated by Gate in accordance with the methodology published on the Platform from time to time. Gate reserves the right, at its sole discretion and without prior notice, to adjust, modify, suspend, or replace such methodology or any input, data source, weighting, or parameter at any time. You acknowledge and agree that the Index Price, the Mark Price and any other reference price may materially differ from the prevailing market price of the Referenced Asset, from any third-party reference price, or from the price observed on any other venue, particularly during After-Hours Periods, periods of significant market volatility, low liquidity, system stress, or when the market on which the Referenced Asset is listed is closed, suspended, or otherwise unavailable. The Mark Price is used by Gate solely for the internal purpose of calculating unrealised profit and loss and determining liquidation thresholds, margin requirements, and other risk parameters, and shall not constitute a representation or warranty by Gate as to the fair market value, observed market value, or settlement value of any Referenced Asset or TFP Contract. Gate shall not be liable for any loss, cost, or consequence arising from (i) discrepancies between the Index Price, Mark Price or any other reference price and the market price of any Referenced Asset, (ii) any change in or suspension of any pricing methodology, or (iii) any determination, calculation, or publication of the Index Price or Mark Price by Gate, all of which shall be final, conclusive, and binding.
2.7Funding Rate
TFP Contracts are subject to periodic Funding Rate payments between holders of long and short positions. The applicable Funding Rate is determined, calculated and published by Gate at its sole discretion on the Platform and will be automatically charged or credited to your Account at the intervals determined by Gate from time to time. You acknowledge and agree that the Funding Rate may be positive or negative, may be zero, and may change frequently based on market conditions, including but not limited to the relative supply of and demand for long and short positions, Index Price deviations, liquidity, volatility, and any other factor Gate considers appropriate. Gate may, at its sole discretion and without prior notice, modify the Funding Rate formula, applicable intervals, calculation inputs, or any other parameter, and may apply special, additional, or emergency funding charges in response to abnormal market conditions or risk management considerations. Gate shall not be liable for any losses or consequences arising from the application, calculation or variation of the Funding Rate and any determination by Gate in respect of the Funding Rate shall be final, conclusive, and binding.
2.8Market Hours and After-Hours Trading
TFP Contracts are available for trading on a twenty-four (24) hours per day, seven (7) days per week basis on the Platform, subject to scheduled maintenance, unscheduled downtime, suspension, and any other interruption Gate may impose at its sole discretion. However, you acknowledge and agree that during After-Hours Periods, and at any other time Gate considers appropriate, the liquidity, bid-ask spreads, execution speed, and pricing for TFP Contracts may differ materially from those applicable during Market Hours. During After-Hours Periods, periods of low liquidity, or any other market dislocation, the Index Price calculation methodology, Mark Price calculation methodology, margin requirements, position limits, and other trading parameters may be adjusted by Gate at its sole discretion to reflect reduced data availability or other risk considerations. Gate makes no representation or warranty as to the availability, continuity, accuracy, or sufficiency of pricing, execution, or liquidity during After-Hours Periods or any other period, and shall not be liable for any loss, cost, or consequence arising from trading, attempted trading, or inability to trade during such periods.
2.9Delisting and Close-Out of TFP Contracts
(a) Gate may, at its sole discretion and at any time, suspend, restrict, delist, terminate, settle, close out, or otherwise discontinue any TFP Contract, any class of TFP Contracts, any Referenced Asset, or any aspect of the TFP Service (in whole or in part), for any reason Gate considers appropriate, including without limitation business considerations, risk management considerations, market conditions, liquidity, regulatory or compliance requirements, suspected market abuse, force majeure events, Force Majeure events, system outages, or any other ground.
(b) Gate may, at its sole discretion, provide users with such prior notice (if any) of any action under this Clause 2.9 as Gate considers reasonable in the circumstances. Gate shall not be required to provide any minimum period of notice, and may dispense with notice entirely in urgent circumstances, force majeure events, Force Majeure events, or where required, permitted, or considered appropriate by Gate under Applicable Laws or by any governmental, regulatory, judicial, or other authority.
(c) From such time as Gate may specify, the relevant TFP Contract or product may be placed into reduce-only mode (or any other mode Gate may determine), under which Gate may restrict the placement of Orders, restrict the opening or increasing of positions, restrict withdrawals, or impose any other restriction Gate considers appropriate.
(d) Prior to, at, or following the official delisting, suspension, or termination of any TFP Contract, Gate will settle and close out any open positions in the relevant TFP Contract at such close-out settlement price as Gate may determine in its sole discretion, having regard to such factors as Gate considers appropriate (which may include, without limitation, the average Index Price over any period selected by Gate, the last traded price, the Mark Price, the Index Price, any external reference price, or any other reference price, in each case as adjusted by Gate to reflect liquidity, volatility, market abuse, suspected market manipulation, or any other factor Gate considers appropriate). Any open positions remaining at the time of official delisting, suspension, or termination will be automatically closed out by Gate at the applicable close-out settlement price determined under this Clause 2.9, without further notice or consent.
(e) Gate's determination of the close-out settlement price, the reference period, the timing and manner of close-out, and any other matter under this Clause 2.9 shall be final, conclusive, and binding.
2.10(f) You acknowledge and agree that Gate shall not be liable for any loss, cost, expense, missed opportunity, foregone profit, or other consequence (including loss of opportunity or anticipated profit) arising from any action or omission under this Clause 2.9, including without limitation any delisting, suspension, termination, reduce-only period, restriction, close-out, settlement, or determination of any close-out settlement price or reference period. You further acknowledge and agree that market makers, liquidity providers, and other principal trading participants may participate in TFP Contract trading activity on the Platform, whether or not such participation relates directly to your Transactions. You further acknowledge and agree that such market makers, liquidity providers, and other principal trading participants may, from time to time, obtain trading terms (including pricing, fees, rebates, latency advantages, information access, and order flow priority) that are more favorable than those available to Users generally. Such participation does not constitute a conflict of interest for any purpose, and Gate shall have no obligation to disclose the identity, affiliation or trading positions of any market maker, liquidity provider, or other principal trading participant, including any such person that is Gate, an Affiliate of Gate, or any entity engaged, operated, or controlled by Gate or its Affiliates for that purpose. Gate shall not be liable for any loss, cost, or consequence arising from any such participation, and you waive any claim against Gate in respect of such participation or any consequence thereof.
3.TERMINATION
3.1Trigger Event
A “Trigger Event” shall be deemed to occur if any of the following circumstances exist or arise (whether or not Gate has actual knowledge of such circumstances at the time):
a.any representation, warranty, agreement or undertaking made by you to Gate (whether under or in connection with this Agreement, the User Agreement or otherwise) or any other statement made by you in or in connection with the same is untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect;
b.you have committed, are suspected of having committed, or Gate reasonably believes you have committed a breach of this Agreement or the User Agreement, or any Applicable Laws, or you engage, or Gate reasonably believes you are engaging, in conduct constituting fraud, market manipulation, market abuse, wash trading, spoofing, layering, insider trading, or other unlawful activity;
c.you have failed to comply with or perform any of your obligations contemplated in this Agreement, the User Agreement, including in respect of your Account, any Orders, Transactions or otherwise, and/or you have failed to comply with or perform any obligation under the User Agreement or any other agreement with Gate relating to TFP Service provided by Gate to you (including without limitation your failure to make, when due, any payment or delivery required to be made by you under this Agreement, the User Agreement or otherwise);
d.you fail or refuse to promptly provide Gate with any information, data, or documentation requested by Gate for the purposes of any:
i.“know your customer” checks, including, without limitation, documentation required for the purposes of verifying your identity, place of address, source of funds, source of wealth, legal authority/capacity and/or client classification status; and/or
ii.credit checks, anti-money laundering checks, counter-terrorist financing checks, sanctions screening, requirements or any other internal or regulatory assessments conducted by Gate and/or Gate determines that you have failed to satisfactorily pass or otherwise satisfy any of the foregoing;
e.(in the event that you are an individual), you become deceased, incapacitated, mentally incapable, bankrupt or commence action (or have any action commenced against you) to place you into bankruptcy or personal insolvency or administration, or you are otherwise unable to meet your financial obligations or debts as and when they fall due;
f.(in the event that you are acting on behalf of a partnership) any of the partners thereof shall become deceased, bankrupt or commence action (or have any action commenced against them) to place them into bankruptcy or personal insolvency or are otherwise unable to pay their debts as and when they fall due or if any action is commenced to dissolve the partnership;
g.(in the event that you are acting on behalf of a corporation) the corporation shall be unable to pay its debts as and when they fall due, is deemed unable to pay its debts under any Applicable Laws, or action is commenced to place the corporation in insolvency, judicial management, receivership, liquidation, winding-up, administrative management, administration, voluntary arrangement, scheme of arrangement, or any similar or analogous proceedings in any jurisdiction;
h.any formal or informal investigation, claim, action or threatened action, or proceeding of any nature is commenced or threatened against you (including without limitation investigation into suspected market abuse, manipulation or attempted manipulation, or other criminal or regulatory conduct), or you have been found to have breached Applicable Laws by any governmental, judicial, regulatory, or enforcement authority, or steps are taken by any person to enforce any security interest against you;
i.you convene a meeting of your creditors or propose or make any compromise or arrangement with or any assignment for the benefit of your creditors;
j.any governmental, judicial, or regulatory authority or body requires or requests Gate to suspend or terminate your participation in the TFP Service, or Gate determines in its sole discretion that continuing to provide the TFP Service to you may expose Gate to regulatory, legal, reputational, or financial risk;
k.Gate has reasonable concerns in relation to your creditworthiness, financial status, solvency, ability to meet your obligations, or verification of your identity (including, without limitation, any verification of your place of residence or place(s) from which you are accessing the Platform);
l.Gate determines in its sole and absolute discretion that you have acted in an abusive manner to any representative of Gate;
m.unless alternative arrangements have been made between you and Gate with reference to a specific absence by you, at any time Gate is not able to contact you within 24 hours using reasonable means and contact points known to Gate, or you cease or appear to cease to operate normally;
n.Gate forms the view, in its sole discretion, that it should take action in order to preserve or protect its rights or interests under any Account, Transaction, under its relationship with you or in relation to the Platform generally;
o.Gate reasonably believes that any of the circumstances set out under clauses 3.1(a) to 3.1(n) above are reasonably likely to happen and Gate also reasonably believes that any action described in clause 3.2 below is necessary, desirable or expedient to protect its interests or the interests of Gate’s other clients;
p.a manifest error (that is, any error, omission or misquote, whether arising from us, any third-party service provider, data provider, liquidity provider, or any other third party we use, which is manifest or palpable, including a misquote by any of our representatives, any pricing or data error, taking into account the current market and currently advertised quotes, or any error of any information, source, or official pronouncement);
q.you are or become a sanctioned person, a politically exposed person, or a person subject to any asset freeze, financial restriction, or similar measure under any Applicable Laws or by order of any governmental, regulatory, or judicial authority in any jurisdiction;
r.a credible or suspected allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse, excessive volatility caused by deliberate sell-offs, or other material illegality, breach of regulation or impropriety is made against you (whether by Gate, a regulatory authority, or any third party); or Gate reasonably believes that you have used the TFP Contracts on the Platform with improper intent (collectively referred to as “Market Manipulation”); or
s.Gate determines, in its sole discretion, that any other circumstance exists which Gate considers makes it necessary, desirable, or appropriate to take any action under Clause 3.2.
3.2Our rights
a.Without prejudice to any other right of Gate hereunder or otherwise at law, in the event that a Trigger Event has occurred, is occurring, or Gate reasonably believes is likely to occur, Gate may (but is not obliged to) immediately or at any time thereafter (whilst your default of this Agreement is continuing), do any one or more of the following in any order, simultaneously, or in combination, without prior notice to you:
i.suspend (temporarily, indefinitely or otherwise) cancel or terminate any Account, any TFP Contract, any TFP Service provided to you and/or Gate’s broader relationship with you, prohibit you from opening any new Account, initiating any new Transaction, or accessing any aspect of the Platform, and/or accelerate any and all of your liabilities to Gate (including any and all fees, interest, commission, funding charges, and charges owed by you to Gate) so that they shall become immediately due and payable;
ii.unwind or reverse any Orders and/or executed Orders, void any Transaction, freeze any or all amounts, Digital Assets, margin, collateral, or other property allocated to or held in your Account, and/or deduct or withhold any amounts allocated to your Account;
iii.rectify any error in your Account at any time and void or reverse any executed Orders;
iv.liquidate, accelerate, and/or close out any outstanding Orders (including any Orders pending execution), and/or executed Order (including any Orders and/or executed Order which has yet to be settled on the date on which Gate terminates such Order and/or executed Order) by determining its value at Gate's absolute discretion as of such date as Gate may determine;
v.at such times and manner as Gate may determine based on, but not limited to, market conditions, liquidity, price, and portfolio health, sell or otherwise transfer any Digital Assets or other property which Gate may hold for you or which has been transferred to Gate by you and apply the proceeds to the discharge of your obligations, subject to Gate’s rights to set-off and net amounts owed as between you and Gate as set out under this Agreement or otherwise under the User Agreement or Applicable Laws;
vi.apply any amounts of whatsoever nature standing to your credit against any amounts which you owe Gate, any counterparty (of whatsoever nature and howsoever arising, including any contingent or future amounts), or generally to exercise Gate’s rights of netting and set-off as set out under this Agreement or otherwise under the User Agreement or Applicable Laws;
vii.demand any shortfall after the application of clause 3.2(a)(vi) above from you, and you shall pay any such shortfall to Gate on demand without deduction, set-off, or counterclaim, or hold any excess pending full settlement of any and all outstanding obligations, or pay any excess to you by way of any methods deemed appropriate by Gate;
viii.restrict your ability to place Orders, withdraw any Digital Assets or other property from any Account, or otherwise access or operate your Account or any part of the Platform;
ix.do or omit to do anything which Gate determines to be necessary, desirable or expedient to protect Gate, its Affiliates or its other clients; and/or
x.exercise such other authority and powers that may have been conferred upon Gate by this Agreement and/or the User Agreement.
Gate shall, where Gate in its sole discretion considers it practicable and appropriate, provide notice to you after exercising any of the foregoing rights.
b.To the extent permitted under Applicable Laws, you will be responsible for all costs and expenses of collection of any unpaid deficiency in your Account including, but not limited to, legal counsel’s fees on a full indemnity basis incurred and payable or paid by Gate, and all costs of enforcement, recovery, and realisation of security and shall be responsible for any other costs and expenses incurred by Gate in exercising any of its rights under this clause 3 in relation to any Trigger Event.
c.You acknowledge and agree that, to the maximum extent permitted by law, Gate shall not be liable to you for any Losses, damages, costs, expenses, missed opportunities, or foregone profits arising out of or in connection with the exercise (or non-exercise) of its rights under this Clause 3.2, and any determination by Gate under this Clause 3.2 shall be final, conclusive, and binding.
4.REPRESENTATIONS AND WARRANTIES
4.1Acknowledgement
a.You acknowledge that trading in TFP Contracts and using our TFP Service is a highly speculative activity involving leverage, concentrated risk, and rapidly fluctuating markets. Despite such risks, you acknowledge, understand and agree that you are both willing and able to assume all the financial risks and other hazards associated with trading TFP Contracts and using our TFP Service, including without limitation the risk of total loss of all margin, collateral, and capital deployed, and you further agree that you shall not, in any manner, hold Gate responsible for any Losses howsoever incurred by you under or in connection with this Agreement, the User Agreement, or otherwise.
b.You acknowledge and agree that no information provided by Gate, whether included in this Agreement or any other document, communication, or statement, shall be deemed as business, legal, financial or tax advice. You should seek your own independent professional advice before using the TFP Service or entering into any Transaction. We are not your broker, dealer, agent or consultant. You acknowledge and agree that for all purposes, Gate does not have a fiduciary relationship with or fiduciary duty towards you. No communication or information provided by us to you, notwithstanding whether included in this Agreement or any other document or statement, shall be deemed, considered or interpreted as investment, business, legal, financial, tax, trading, or any other type of advice. You shall determine whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial condition and risk tolerance, and you shall be solely responsible for any and all Losses or liabilities arising from any Transaction or Order, regardless of any information provided by Gate. Gate does not make any recommendations to you regarding whether to buy, acquire, sell, transfer, hold, maintain, close, or otherwise deal in any TFP Contract, Referenced Asset, or Digital Asset. Before making a decision to enter into any Transaction or to buy, sell, transfer or hold any Digital Assets, TFP Contract or Referenced Asset, you shall conduct your own due diligence and consult your own financial advisor. Gate makes no representation or warranty regarding the suitability, profitability, or performance of any TFP Contract or Referenced Asset, and shall not be liable for any decision made by you based on information provided by Gate or otherwise available from the Platform.
c.In addition and without prejudice to any other right or remedy which Gate may have under this Agreement, the User Agreement, Applicable Laws or otherwise, Gate shall not be liable to you in any respect for any Loss suffered by you, including, without limitation, any Loss resulting from default, insolvency or analogous proceedings of, or action or inaction by any intermediary (including wrongful or unlawful action or inaction) or howsoever otherwise suffered and/or incurred by you under or in connection with this Agreement and/or the User Agreement. Gate shall only be liable to you if Gate is found by a final, non-appealable judgment of a court of competent jurisdiction to have been guilty of wilful fraud or wilful default directly causing such Loss.
d.Without prejudice to the generality of the foregoing, Gate shall not in any event be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive Losses or damages, or for any loss of profit, anticipated savings, or business opportunity, or for any claim by any third party, regardless of whether Gate has been advised of the possibility of such Losses.
4.2Your representations and warranties
You represent, warrant, agree and undertake that (on your own behalf and, where applicable, on behalf of any person you represent) the following are and shall remain true and accurate throughout the term of this Agreement:
a.You shall not sell, lease, lend or otherwise provide your Account for use by any third party, nor shall you act as a service provider or use the Platform on behalf of any third party.
b.Neither User, nor any operational team member of tuser, is incorporated in the United States or any Excluded Jurisdiction, or is operating in or from the United States or any Excluded Jurisdiction;
c.you have full capacity and authority and have obtained (and will at all times maintain) and are in compliance with all necessary authorisations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to:
i.accept and agree to the terms of this Agreement;
ii.initiate any Orders;
iii.enter into executed Orders; and
iv.open, maintain and/or continue to maintain an Account.
d.you have not engaged in, and shall not engage in, any restricted financial services, including but not limited to check cashing, bail bond services, or debt collection activities.
e.you have made your own independent decisions to accept the terms of this Agreement, open and maintain an Account, to execute TFP Contracts on the Platform and to initiate or issue Orders from time to time and have determined as to whether the TFP Contracts are suitable or appropriate for you or the entity for whom you are acting based on your own judgment and advice from advisers as you deem necessary. You are not relying on any communication (whether written or oral) from Gate as investment advice or as a recommendation to enter into any transactions in relation to TFP Contracts or as an assurance or guarantee of any expected results of such transactions or any Orders;
f.you have read and understood all the terms and conditions of this Agreement and on relevant pages of the Sites and accept the conditions and limitations for each and every service available to you under this Agreement;
g.you are not an employee of any governmental or self-regulatory organization in any jurisdiction, including any Gate or a member firm thereof, or engaged in the business of dealing (either as agent or principal), that prohibits you from establishing a relationship with Gate, in dealing in any of the TFP Contracts traded in connection with your Account, and you shall promptly notify Gate if you become so employed;
h.you shall comply with all applicable laws and regulations and cease to access any TFP Service where such compliance becomes impossible;
i.you do not reside in the Restricted Locations as per set out in User Agreement, and you are not a U.S person;
j.unless you specifically notify Gate and Gate agrees, no person other than you has any interest in your Account or in connection with your use of the TFP Service;
k.except with the express written consent of Gate, and except for any security or encumbrance created hereunder, no person has or will have any security or other encumbrance over your Account and/or any assets held in your Account;
l.any Order placed or any other dealings with respect to your Account is solely and exclusively based on your own judgment and after your own independent appraisal and investigation into the risk associated with such Orders and your own independent determination of the Order being specifically suitable for you based on your own assessment of your financial resources, ability and willingness to take relevant risks and financial objectives;
m.Gate shall not be under any duty or obligation to inquire into the purpose or propriety of any Order and shall be under no obligation to accept or execute any Order;
n.any person(s) empowered to act on your behalf have been duly authorized;
o.you have complied and shall comply with all Applicable Laws in all jurisdictions relevant to your Account, any Orders or other service or facility provided or made available by Gate to you;
p.all information and/or documents provided by you or on your behalf to Gate in connection with the TFP Service contemplated under this Agreement are and shall at all times remain true, accurate, complete and not misleading in any and all respects, and nothing has been or shall be concealed from Gate which may have a material bearing on Gate’s decision to provide or continue to provide any of the services under this Agreement;
q.you shall not knowingly or recklessly permit the use of Gate’s Services, facilities or your Account in a manner which is in the opinion of Gate liable to bring Gate into disrepute, impair the dignity or degrade the good name of any of the foregoing. You shall not knowingly or recklessly create or maintain or exacerbate manipulations (or attempted manipulations), corners (or attempted corners) or violations of any Applicable Laws (or arrangements, provisions or directions made or given thereunder), or otherwise act in a manner substantially detrimental to the interests or welfare of Gate or any of its other users;
r.no related parties of User (including User) has been or is involved in any market misconduct, gross negligence, wilful misconduct, fraudulent or illegal activities, or is the subject of any pending, threatened, or ongoing regulatory, judicial, or law enforcement action relating to any of the foregoing;
s.no related parties of User (including User) has been a party to any bankruptcy, insolvency, liquidation, winding-up or dissolution proceedings or their equivalent;
t.no related parties of User (including User) has been or is reasonably likely to be a subject or party to any regulatory or governmental investigations or inquiries, enforcement actions, disciplinary actions, sanctions, asset freezes, proceedings, claims or any other actions having similar effects issued, initiated, published, demanded, ordered or enforced by any competent regulator or government authority;
u.no related parties of User (including User) shall involve, participate in, or carry out, directly or indirectly, any activities that damage or are likely to damage the reputation and interests of Gate; and
v.no related parties of User (including User) shall perform any acts of control, intervention and manipulation of the market price of the TFP Contracts on the Platform or of any Referenced Asset.
The above representations, warranties, agreement and undertakings shall be deemed repeated each time you place an Order or enter into any Transactions in relation to the TFP Contracts. Any breach of, or inaccuracy in, any of the foregoing shall constitute a Trigger Event and shall entitle Gate to exercise all rights available to it under Clause 3.2 and otherwise.
4.3Separate Warranties
Each warranty and representation in this Agreement is construed independently and is not limited by reference to any other warranty or representation.
4.4Reliance on Representations
You acknowledge and agree that Gate provides the TFP Service on the Platform to you solely in reliance on the warranties, representations, covenants, and undertakings provided by you herein, and that Gate would not provide the TFP Service to you in the absence of such warranties, representations, covenants, and undertakings. Any inaccuracy or breach of any of the foregoing shall entitle Gate to immediately suspend or terminate the TFP Service and to exercise all rights available to it under Clause 3.2.
5.INDEMNITY
In addition and without prejudice to any other right or remedy of Gate under this Agreement, the Applicable Laws, the User Agreement or otherwise (but without duplication), you hereby agree to release Gate and its Affiliates from liability for any and all Losses, and you hereby agree to at all times unconditionally defend, indemnify, keep indemnified and hold Gate and its Affiliates and any of its and their directors, officers, employees, service providers, and agents harmless from and against any and all Losses suffered or incurred by Gate or any of the foregoing which arises (whether directly or indirectly) out of, in the course of or in connection with:
a.any breach of terms, representations, warranties, covenants, or any failure by you to comply with any provision of this Agreement or the User Agreement or Applicable Laws;
b.Gate acting or omitting to act in accordance with your Orders and/or executed Orders or in any manner contemplated under this Agreement and/or the User Agreement;
c.your violation of any laws or regulations of applicable jurisdiction(s) or the rights of a third party and/or the actions or inactions of any third party to whom you may grant permission to use your Account or access our website, software, and/or systems of Gate (including any network and servers used to provide the TFP Service) operated by us or on our behalf, or any claim by a third party arising from or in connection with your use of the TFP Service;
d.any changes in any Applicable Laws that impact the TFP Service or the Platform;
e.any act or thing done or caused to be done by Gate in connection with or referable to this Agreement, the User Agreement or your Account;
f.any inaccurate, incomplete, or misleading representation made by you (or on your behalf) as to your residence, location, citizenship, nationality, jurisdiction of access, tax status, or status as a U.S. person or person resident in an Excluded Jurisdiction, and any regulatory, governmental, law enforcement, or third-party claim, investigation, inquiry, action, proceeding, penalty, fine, or sanction arising therefrom; and/or
g.your direct or indirect involvement, participation, or facilitation of any market manipulation, wash trading, self-trading, spoofing, layering, front-running, insider trading, cross-account collusion, or other abusive, unlawful, or regulatory-prohibited trading conduct in respect of any TFP Contract, Referenced Asset, or Digital Asset.
You shall further indemnify, keep indemnified and hold harmless Gate any of its directors, officers, employees, service providers, and agents for any and all expenses, costs and legal fees (on a full indemnity basis) incurred, including but not limited to expenses, costs and legal fees incurred for producing records, data, and information, or any payment made (whether such payment is or was or is to be made in settlement of any proceedings or in connection with any ruling, judgment, order or award) by any of them in connection with any investigations or proceedings (whether legal, regulatory, arbitration or other proceedings) brought against it in connection with clauses 5(a) to (g) above. You shall provide any and all reasonable assistance to Gate in connection with such investigations or proceedings at your own cost.
6.RISK STATEMENT
Apart from any risks disclosed in the User Agreement, on our Sites and through our communications to you from time to time in relation to TFP Contracts, Referenced Assets and markets, the following risks are likely to be associated with your use of the TFP Service and your trading of TFP Contracts. This Risk Statement does not purport to be exhaustive. There may be additional risks not identified below that are relevant to your circumstances.
a.Market Risks:
You acknowledge that Transactions carry inherent market risks, including but not limited to significant price volatility, rapid market movements and sudden changes in trading volume or liquidity. Such volatility can arise from market demand fluctuations, technological advancements, changes in market sentiment, and macroeconomic factors. You accept that this volatility may affect the value of your TFP Contracts and the Referenced Assets they track both positively and negatively, and you enter into transactions with full awareness of the possibility of rapid and substantial changes in asset value. You may lose all or a substantial portion of your capital. TFP Contracts are derivatives and do not constitute a purchase of, or confer any ownership interest over, the Referenced Asset; you may lose the entirety of your margin, collateral, and any unrealised gains as a result of adverse price movements, funding rate charges, liquidation, or auto-deleveraging.
b.Regulatory Risks:
The regulatory environment governing Digital Assets and TFP Contracts is evolving and uncertain. Such regulatory changes, including but not limited to the imposition of new compliance requirements, restrictions, or outright bans on the trading of certain assets, may materially impact the value, legality, availability, and transferability of TFP Contracts and Digital Assets. You agree to bear all risks stemming from legal and regulatory modifications and confirm that we bear no liability for Losses arising from such changes. Gate bears no responsibility or liability for Losses caused by changes in Applicable Laws or regulatory actions affecting the TFP Service or the Platform.
c.Operational Risks:
There may be potential delays or interruptions in the operation of the Sites due to various factors including but not limited to technical malfunctions, distributed denial-of-service (DDoS) attacks, system maintenance, software errors, or other cybersecurity incidents. While Gate take reasonable measures to ensure the continuity and security of its operations, you accept that such risks may result in delayed transactions or loss of access to their assets or accounts on a temporary basis.
d.Settlement Risks:
There may be unforeseen circumstances that could prevent timely settlement of transactions. You acknowledge and agree that the settlement period may vary or be delayed in some circumstances, including but not limited to events of extreme market volatility, network delays, a significant number of simultaneous instructions to redeem from other users, or any other unanticipated events. You understand and agree that settlement times are not guaranteed and that such delays or cancellations may adversely affect the value of TFP Contracts and your Order price may be held on the Platform longer than intended. Gate shall not be responsible for any Losses or opportunity costs arising from delayed or failed settlements. You will not be able to make any returns, transfers, or other instructions regarding Order Price during any delay period, and Gate shall not be liable for any Losses incurred as a result of these settlement risks. Further, you understand that we may only be able to fulfill a portion of your Order. In such cases, you agree to accept partial execution, and any necessary adjustments to the settlement price will be made by Gate at its sole discretion accordingly.
e.Liquidity Risks:
Certain TFP Contracts, Referenced Assets, or Digital Assets may have limited trading volumes or depth, resulting in price slippage, widened spreads, or inability to execute Orders at desired price. Gate makes no representation or warranty regarding the liquidity of any market, TFP Contract, or asset. You must carefully consider the potential impact of illiquidity before placing any Order.
f.Risk of Total Loss:
You acknowledge that all TFP Transactions are entered into at your sole risk. You may incur total loss of margin, collateral, unrealized gains, or invested capital, and you bear full responsibility for any resulting Losses. Without limitation, losses may exceed your initial margin and you may owe Gate amounts in excess of any funds held in your Account. You should carefully assess your financial resources, risk tolerance, and trading experience before using TFP Service and seek independent professional advice where appropriate.
g.Leverage Risk:
TFP Transactions involve the use of leverage, which amplifies both potential gains and potential losses. A small market movement may cause disproportionate losses relative to your initial margin. Maintaining sufficient margin is your responsibility at all times. Failure to do so may result in the automatic liquidation of your positions without prior notice and may result in a negative Account balance for which you remain liable to Gate. Gate shall not be liable for any resulting Loss or cost.
h.Technology Risk:
The TFP Service is facilitated through the Platform and associated technical infrastructure. Any error, malfunction, network disruption, denial-of-service attack, or security breach affecting Gate’s systems or any third-party system may result in delays, inability to execute or cancel Orders, mis-execution, forced liquidation at adverse prices, or asset loss. Gate shall not be liable for any Loss arising from any such event.
i.No Asset Ownership Risk:
TFP Contracts are derivatives that track the price of a Referenced Asset and do not represent ownership of any underlying stock, equity, security, commodity, precious metal, or other asset. You are not entitled to any dividends, interest, distributions, voting rights, shareholder privileges, governance rights, or any other rights attaching to the Referenced Asset. Unless explicitly reflected by Gate through pricing or contract adjustments at Gate's sole discretion, you will not benefit from any corporate action relating to any Referenced Asset. Gate shall not be obliged to make any contract adjustment in respect of any corporate action or other event affecting any Referenced Asset, and any decision by Gate to make or not make such an adjustment shall be final, conclusive, and binding.
j.Legal and Tax Risk:
The tax treatment of Digital Assets and TFP Contracts may vary by jurisdiction and is subject to change. You are solely responsible for determining your tax obligations and compliance with local laws. Gate provides no tax advice or guarantee regarding the tax treatment of any Transaction. Without prejudice to the foregoing, you acknowledge and agree that Gate may, at its sole discretion and without prior notice, withhold, deduct, or set aside any amount from your Account, any Transaction, or any settlement payment to satisfy any Tax that Gate is required or considers it advisable to withhold or remit under Applicable Laws, and may disclose your information and Transaction details to any governmental, tax, or regulatory authority as required or as Gate considers appropriate under Applicable Laws. Gate shall have no liability to you for any such withholding, deduction, set-aside, or disclosure.
k.Gap Risk:
The price of a TFP Contract may move significantly and discontinuously between trading sessions, within a trading session, particularly in connection with corporate events such as earnings announcements, dividend declarations, stock splits, mergers, delistings, or other material events relating to the Referenced Asset (each, a “Gap Event”). Gap Events may cause the Mark Price to deviate sharply from its prior level and may trigger the liquidation of open positions without prior notice. Gate may, in its sole discretion, determine whether and how to adjust any TFP Contract in response to a Gap Event, and any such determination shall be final, conclusive, and binding. Gate makes no representation or warranty that it can predict or mitigate the effects of Gap Events and shall not be liable for any Losses arising therefrom.
l.After-Hours Liquidity Risk:
During After-Hours Periods, liquidity in TFP Contracts may be significantly reduced, resulting in wider bid-ask spreads, higher price impact for large Orders, and potential inability to execute Orders at desired prices. Gate makes no representation or warranty as to the availability or sufficiency of liquidity during After-Hours Periods and shall not be liable for any Losses arising from trading during such periods.
m.Index Price:
The Index Price of a TFP Contract is calculated by Gate based on data from external reference sources and may materially differ from the prevailing market price of the Referenced Asset, particularly during After-Hours Periods, periods of low liquidity, market stress, system outages, or in conditions of low liquidity. You acknowledge and agree that Gate shall not be liable for any loss arising from discrepancies between the Index Price and the market price of any Referenced Asset, or from any adjustment, suspension, or recalculation of the Index Price by Gate.
n.Other risks:
Other risks inherent in trading TFP Contracts include, without limitation, incorrect market predictions, data feed errors, Index Price discrepancies, Mark Price discrepancies, human mistakes, system lags, or misinterpretation of market data. TFP Contract trading is best suited for professional or experienced traders who understand leverage, margin requirements, funding rate costs, liquidation mechanics, and risk-hedging strategies. Due to position-adjustment mechanisms, Funding Rate charges, and market volatility, the risk of holding TFP Contract positions for extended periods is extremely high. The longer you maintain an open position, the greater the exposure to price fluctuations, funding costs, and market drift, all of which may significantly reduce or eliminate potential returns. Gate shall not be liable for any Loss arising from any of the risks described in this Risk Statement or any other risk inherent in the use of the TFP Service.
7.RETENTION OF YOUR PERSONAL INFORMATION
a.You acknowledge and agree that we may retain and store your personal information and relevant data collected during your use of the TFP Service and in connection with your Gate Account for such prescribed period of time after the closure of your Account in accordance with our Privacy Policy (available at https://www.gate.com/zh/legal/privacy-policy), our internal data protection rules and policies and/or all Applicable Laws, and/or for the purpose of complying with any accounting or reporting obligations and/or our legal obligations under any financial or anti-money laundering laws for as long as required under such laws, or required for the purpose of any dispute resolution, audit, regulatory inquiry, or investigation.
b.Content that you post on our Sites such as support desk comments, photographs, videos, posts, and other content may be kept after the termination of this Agreement for any legitimate business or legal purposes, including audit and crime prevention purposes (e.g. to prevent a known fraudulent actor from opening a new account).
c.Recording of our telephone calls with you may be kept for a period of up to six years or such longer period of time as may be required by Applicable Laws. This means that we may still retain the recording of our telephone calls even after the termination of this Agreement.
8.LIMITATION OF LIABILITIES AND DISCLAIMER
a.YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION OR NON-PARTICIPATION IN THE TFP SERVICE AND RELATED SERVICES ARE AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY UNDER THIS AGREEMENT, ALL PRODUCTS AND SERVICES PROVIDED TO YOU ON THE PLATFORM ARE STRICTLY OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND GATE AND ITS AFFILIATES OR ITS SERVICE PROVIDERS OR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, NO ERRORS OR OMISSIONS, CONTINUITY, ACCURACY, RELIABILITY OF THE PLATFORM OR ANY REFERENCED ASSET PRICING. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS, IF SUCH LAWS APPLY, THE ABOVE EXCLUSIONS SHALL APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. GATE DOES NOT MAKE ANY UNDERTAKINGS AND WARRANTIES FOR THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR TIMELINESS OF ANY TECHNOLOGY, DATA, INDEX PRICE, MARK PRICE, FUNDING RATE, REFERENCED ASSET PRICE, OR INFORMATION RELATING TO THE TFP SERVICE OR ANY OTHER SERVICES PROVIDED BY GATE.
b.NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY OF EITHER PARTY FOR FRAUD, DEATH OR BODILY INJURY CAUSED BY GROSS NEGLIGENCE, VIOLATION OF LAWS, OR ANY OTHER ACTIVITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW OR REGULATIONS.
c.You agree and accept that the aggregate liability of Gate including its Affiliates, directors, officers, employees and agents, under or in connection with this Agreement shall not exceed the Trading Fees that Gate received from you directly in respect of the specific Transactions giving rise to the claim in the three (3) months immediately preceding the event giving rise to the claim. This limitation applies to all claims in aggregate and not per claim.
d.You agree and accept that if the Platform functions properly or the TFP Service are interrupted arising from the following conditions, such that you are unable to use the TFP Service or cannot make commands or perform related trading operations, including but not limited to failure, delay, interruption, no system response, delayed system response or any other abnormal circumstances, Gate and its Affiliates shall not be liable for any Losses. These circumstances include but are not limited to:
i.Service suspension for maintenance;
ii.Hacker attack(s) on the Platform for purposes including but not limited to stealing user account passwords, secret keys, API key(s), and other information, that result in Losses caused by illegal hacking into the user’s accounts and / or illegal transfer of Digital Assets;
iii.System failure to transmit data as a result of telecom equipment failures;
iv.Force Majeure events or accidents, such as but not limited to typhoons, earthquakes, tsunamis, flooding, plagues, epidemics, power outage, war, turmoil, government actions, terrorist attacks and any other events that may lead to the suspension of Gate and/or its TFP Service;
v.Service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrades, banking issues, temporary closure arising from government regulations and any other reasons;
vi.Service interruption or delay caused by the Platform’s computer system being damaged, defective or unable to perform normally;
vii.Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;
viii.Losses suffered by you or other third parties arising from the fault or delay of any third-party service provider or intermediary;
ix.Losses suffered by you or other third parties arising from changes in Applicable Laws;
x.Losses suffered by you or other third parties arising from Force Majeure events or accidents caused by other objectively unforeseeable, unavoidable and/or unsolvable circumstances;
xi.Other Losses not attributable to Gate due to external uncontrollable events.
9.MISCELLANEOUS
a.Force Majeure. Gate shall not be liable for any inaccuracy, error, failure, delay in, or omission of (i) any information, (ii) the transmission or delivery of information, or (iii) carrying out its obligations under this Agreement; or for any Loss or damage in any and all cases arising from any event beyond Gate’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, regulatory action, terrorist attacks, sanctions, market failure or disruption, exchange or market closure, telecommunications or network breakdown or disruption, communications, power failure, attacks on the security, integrity or operation of the Account, or equipment or software malfunction or any other cause beyond Gate’s reasonable control. A Force Majeure event shall entitle Gate to suspend, delay, or modify any of its obligations under this Agreement for such period as the Force Majeure event continues, and Gate shall have no liability for any Loss arising during such period.
b.Translation: Gate may in its sole and absolute discretion translate this Agreement into a language other than the English language. You agree that any such translation shall be for your convenience and reference only and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.
c.Amendments. Gate reserves the unilateral right to alter, revise, modify, and/or amend this Agreement and the terms, conditions, and specific features the TFP Service including, without limitation, transaction fees, margin requirements, leverage limits, product availability, and any other procedural or substantive aspect of the TFP Service as it deems necessary or desirable without prior notice to you. Such amendments shall be made in accordance with prevailing industry standards, operational requirements, and in response to feedback, technological advancements, or strategic direction changes. Any such amendments will take effect immediately upon being published on the Platform or the Sites. It is your responsibility to regularly check relevant pages on the Platform and Sites to confirm the latest version of this Agreement. We may but are not obligated to notify you of updates to this Agreement via email or website announcement. Your continued access and use of the Sites and any Services following any amendments to this Agreement shall indicate your acceptance of such amendments. If you do not agree to any such amendments, you should immediately terminate your access to your Account and cease using the TFP Service.
d.Severability. If any provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired in any way. However, if any provisions of this Agreement shall be invalid, illegal or unenforceable under any such applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be invalid, illegal or unenforceable only to the extent of such invalidity, illegality or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality or enforceability of such provision in any other jurisdiction.
e.Assignment. You may not assign or transfer any right or obligations under this Agreement without prior written consent from us, including any right or obligation related to the enforcement of laws or the change of control. Any purported assignment or transfer by you without such consent shall be null and void. We may assign or transfer any or all of its rights or obligations under this Agreement, in whole or in part, to any Affiliate or successor entity or in connection with any merger, acquisition, reorganisation, or sale of all or substantially all of Gate's assets, without notice or obtaining your consent or approval.
f.Waiver. No failure or delay by Gate in exercising any right, power or remedy it is entitled to under this Agreement or by stipulation of law or regulation shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such rights, power or remedies.
g.Governing law. This Agreement, together with your use of the TFP Services and participation in the TFP Service, and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of this Agreement, directly or indirectly, shall be governed by, and construed in accordance with the laws of the Republic of Panama without regard to the principles of conflicts of laws thereof.
h.Dispute Resolution. Any dispute arising out of or in connection with this Agreement or any document or transaction in connection with this Agreement (including any dispute or claim relating to: (i) the existence, validity or termination of this Agreement; and (ii) any non-contractual obligations arising out of or in connection with this Agreement (“Dispute”) shall at first instance be referred to and resolved amicably through negotiation. In the event that the Dispute fails to be resolved by negotiation within thirty (30) days from the initiation of such negotiations by issuance of a notice of Dispute by one party to the other party, such Dispute shall be referred to and finally resolved by arbitration in Panama to the exclusion of the ordinary courts, in accordance with the Arbitration Rules of the International Chamber of Commerce for the time being in force which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Panama. The arbitration tribunal shall consist of one arbitrator. The language of the arbitration shall be in English. The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. Following the commencement of arbitration, you agree that you will attempt in good faith to resolve the Dispute through mediation. Any settlement reached in the course of the mediation shall be referred to the then-sitting arbitral tribunal and may be made a consent award on agreed terms. Notwithstanding the foregoing, Gate may seek interim, injunctive, or conservatory relief in any competent court to protect its rights or assets pending final arbitration.
i. No offer to U.S. persons and certain other jurisdictions. The content contained on the Sites does not constitute an offer to enter into any TFP Contract or other derivative transaction in or into the United States, or to or for the account or benefit of U.S. persons, or in any other jurisdictions where it is unlawful to do so. TFP Contracts are not registered under the U.S. Securities Act of 1933, the U.S. Commodity Exchange Act, or the laws of any other jurisdiction, and may not be offered, sold, transferred, held by or for the benefit of any U.S. person, or any person located in any Excluded Jurisdiction. You understand and agree that the information and services provided by Gate are not provided to, and may not be used by, any individual or institution in any jurisdiction where the provision or use thereof would be contrary to any applicable law, or where we are not authorized to provide the TFP Services or information and services. We do not offer services or products to Users in the following excluded jurisdictions including the United States, the Chinese Mainland, Hong Kong, Singapore, Canada, France, the United Kingdom, North Korea, Cuba, Iran, Uzbekistan, Russian-controlled regions of Ukraine (currently including the Crimea, Donetsk, and Luhansk regions), Sevastopol, Sudan, Syria, or any other jurisdictions in which we may determine from time to time to terminate the TFP Services at our sole discretion (the “Excluded Jurisdictions”). You should inform us immediately if you become a resident in any of the Excluded Jurisdictions. You understand and acknowledge that if it is determined that you have given false representations of your location or place of residence, we reserve the right to take any appropriate actions at our sole discretion with compliance to the requirements of the local jurisdiction, including termination of any Account immediately and liquidating any open positions without liability to Gate.
i.Entire Agreement. This Agreement, together with the User Agreement and any other terms, policies, rules, schedules, or supplements referenced or incorporated herein and as updated by Gate from time to time, constitutes the entire agreement between you and Gate with respect to the TFP Service and the TFP Contracts, and supersedes all prior or contemporaneous agreements, representations, communications, and understandings (whether written or oral) between you and Gate relating to the same subject matter. You acknowledge that you have not relied on any representation, statement, assurance, or warranty (whether made innocently, negligently, or fraudulently) that is not expressly set out in this Agreement or the User Agreement, and you waive any claim for innocent or negligent misrepresentation based on any such statement.
j.Survival. The expiration or termination of this Agreement (or your access to the TFP Service) shall not affect any rights, obligations, or liabilities of either party that have accrued prior to such expiration or termination. Without limiting the foregoing, Clauses 1, 2.3(g)–(i), 2.9 (Delisting and Close-Out), 3.2 (Our Rights), 4, 5, 6, 7, 8, and 9, together with all other provisions which by their nature or express terms should survive, shall survive any such expiration or termination and remain in full force and effect.
k.Final Decision. For any matters not covered by this Agreement, we reserve the sole and final discretion of final interpretation to the maximum extent permitted by Applicable Laws.
Disclaimer
The content provided herein is for reference and educational purposes only and does not constitute any financial, investment, trading, or legal advice, nor does it constitute an offer or solicitation to buy or sell any digital assets. Gate makes no express or implied representations or warranties regarding the accuracy, completeness, or timeliness of the information contained herein. Product features, interfaces, rules, and fee structures may be updated or adjusted at any time. Please refer to the latest announcements and the actual information displayed on the Gate platform for the most accurate details.
Digital asset investments involve significant risk, and prices may fluctuate substantially. You may lose the entire amount of your investment. Please make decisions cautiously based on your own financial situation and risk tolerance after fully understanding the associated risks. If necessary, you are advised to consult an independent professional financial or legal advisor.
For more information about potential risks, please refer to Gate's Risk Disclosure and User Agreement.
