BEFORE ACCESSING OR USING CFD SERVICE OR UNDERTAKING ANY CFD TRANSACTIONS, YOU MUST READ THIS CFD SERVICE AGREEMENT IN ITS ENTIRETY CAREFULLY.
TRADING CFDS ARE COMPLEX AND NOT SUITABLE FOR THE MAJORITY OF ORDINARY PERSONS. THE RISK OF LOSS IN CONNECTION WITH SUCH CFDS 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 CFD Service Agreement (this "Agreement") and the terms herein govern your use of the CFD Services (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 CFD Services, 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 https://www.gate.com/zh/legal/user-agreement)("UserAgreement") 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 CFDs contemplated hereunder unless expressly stated otherwise.
1. TERMS AND DEFINITIONS
a. 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 orreplacements 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).
b. CFD means a Contract for Difference, being a form of leveraged derivative transaction entered into between the User and a counterparty through a Third-Party Service Provider and the Third-Party Platform (acting as or through its liquidity provider), for the purpose of speculating on or hedging against fluctuations in the price or value of an underlying asset, index, or instrument, without any transfer of ownership or delivery of the underlying asset.
c. CFD Services means the technical facilitation and connectivity services provided by Gate that enable Users to access and transmit Orders to a Third-Party Platform through Gate's API or servers.
d. 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.
e. Loss 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 ofthe foregoing (collectively, "Losses");
f. MT5 Platform means MetaTrader 5 platform (available at https://www.metatrader5.com/en/trading-platform/web-trading), which may be connected (i) through Gate's API interface displayed on the Platform, or (ii) by the User independently downloading Third-Party Platform's client terminal software (accessing it through Gate's servers), and which constitutes one of the Third-Party Platforms supported by Gate from time to time.
g. Order means an instruction, application, request or order to modify, cancel, or execute a CFD Transaction on a Third-Party 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;
h. Referenced Asset means any tradable instrument offered on the Third-Party Platform.
i. 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.
j. Third-Party Platform means any external trading and settlement platform operated by a Third-Party Service Provider (including, without limitation, the MT5 Platform) through which CFD Transactions are executed and settled independently of Gate.
k. Third-Party Services Provider means any external party that conducts CFD, trading, fiat-crypto exchange, or other services independently of the Platform, including but not limited to the MT5 Platform. All references in this Agreement to a Third-Party Service Provider shall be deemed to refer to a Third-Party Platform.
l. 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. CFD SERVICE
2.1 CFD Service
a. CFD trading transactions, including the placement and execution of Orders ("Transactions"), are made available on Gate's Platform through an independent Third-Party Service Provider's platform (the "Third-Party Platform"). Gate provides technical access to the Third-Party Platform for the purpose of enabling you to transmit your Orders or settlement instructions to the Third-Party Platform. All Transactions are executed and settled on the Third-Party Platform and are governed by that Third-Party Platform's applicable margin, leverage, trading, and risk-disclosure requirements. Any disputes, errors, or losses arising from your use of the Third-Party Platform shall solely remain between you and such Third-Party Service Provider, and Gate bears no responsibility or liability for such matters.
b. You acknowledge and agree that Gate does not provide or conduct any services within, through, or on behalf of the Third-Party Platform. Gate and the Third-Party Service Provider shall not, in any manner, be deemed to jointly offer any services or Transactions to users.
c. Users expressly understand and acknowledge that neither Gate nor Third-Party Service Provider serves as your investment advisor or fiduciary. Any information presented during the use of Third-Party Platform shall not constitute investment advice from us.
2.2 Account
a. You agree that, in order to access and use the CFD Services, 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, and maintain your registration and identification information ("Personal Information") for the purpose of opening and maintaining your CFD trading account on a Third-Party Platform (the "Third-Party Account"). Gate shall not transfer or disclose your Personal Information to the Third-Party Service Provider or any external service provider operating the Third-Party Platform, except as required under Applicable Laws or regulatory obligations.
c. You acknowledge and agree that your Third-Party Account is opened and administered by Gate for your exclusive use to access CFD Services through the Third-Party Platform.
d. No interest will be paid on any funds in your Third-Party Account or Gate Account, and any Digital Assets in your Third-Party Account or Gate Account are not insured by any governmental authority.
e. The User shall be solely responsible for maintaining the confidentiality and security of all credentials, passwords, and devices used to access the Gate Account or any Third-Party Platform. Any access or transaction made through the correct entry of such credentials shall be deemed duly authorized by the User. Gate and the Third-Party Service Provider 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 disclosureof credentials, whether or not caused by the User's negligence.
2.3 Deposits and Withdrawals:
a. To conduct CFD Transactions, you acknowledge and agree that all deposits and withdrawals shall be made in USDT or such other Digital Assets as may be designated by Gate or the Third-Party Service Provider from time to time (the "Deposited Token"). Upon initiation of any CFD Transaction, the Deposited Token will be locked and automatically converted into a synthetic U.S. dollar equivalent ("USDx") for the purpose of calculating margin, settlement, and related trading activities on Third-Party Platform on a one-to-one (1:1) basis, or any exchange rate applied, at Gate or Third- Party Service Provider's sole discretion, at the time of conversion. User agrees to bear all associated conversion risks from USDT to USDx, including but not limited to market volatility and slippage.
b. USDx may be converted to USDT at a 1:1 ratio, except where such USDx are used as margin or are otherwise allocated to open or unsettled positions. Conversion or withdrawal of such USDx shall only be available once the relevant positions are closed and settled.
2.4 Order, 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 Third-Party 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.
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 resubmitan 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, to establish, modify, or adjust any trading, transaction, or exposure limits applicable to your activities on the Third-Party Platform, based on risk management considerations, market conditions, regulatory requirements, or other relevant factors. Gate shall not be liable for any loss or restriction arising from such adjustments.
d. You acknowledge and agree that the actual transaction price may differ from the price displayed on the Third-Party Platform due to latency, market volatility, system delays, or other technical factors. Gate makes no representation or warranty as to the accuracy, timeliness or real-time nature of any displayed pricing information 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 Third-Party Platform will be executed at the best available or posted price. The execution price may differ from the price you set due to market volatility, latency, slippage or other operational factors, and Gate shall not be liable for any loss arising from such price differences.
f. You acknowledge and agree that CFD Transactions conducted through the Third- Party Platform require the maintenance of adequate margin in your Gate Account at all times. You are solely responsible for monitoring your margin level and ensuring that sufficient funds are maintained to support your open positions. Gate is under no obligation to provide margin calls, warnings, or notifications in the event of price fluctuations or margin deficiencies, and shall bear no responsibility or liability for any loss, liquidation, 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 shall have the right, but not the obligation, to initiate stop-loss or liquidation actions when your Third-Party Account balance reaches or falls below the applicable threshold. 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 or the liquidation of your positions. All determinations relating to margin thresholds, liquidation timing, and execution shall be made by Gate or the Third-Party Platform in their discretion and shall be final and binding.
h. You acknowledge and agree that any losses, costs, or damages arising from the compulsory stop-out or liquidation of any open positions shall be solely your responsibility and borne entirely by you. Gate shall not be liable for any such losses or consequences resulting from the exercise of any of its rights under this Agreement, including, without limitation, any actions leading to or associated with the compulsory stop-out or liquidation of your positions.
2.5 Fees
a. You acknowledge and agree that you shall pay a transaction fee (the "Trading Fee") for each settlement transaction initiated by you. The current Trading Fee rates are displayed on our Platform or Third-Party Platform, and may be calculated and deducted through USD, USDT or USDx. We reserve the right to change, modify, or increase the Trading Fee at any time. Any such change, modification, or increase shall become effective upon publication on the Sites. If you do not agree to the published changes, modifications, or increases, you must cease using the CFD Services. Your continued use of the CFD Services after the revised Trading Fee is published on 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, you must notify us 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 on any of your account statement, you shall be deemed to have accepted such fee, and any such fee shall be conclusive and binding thereafter.
c. Additional fees may apply to certain features or services, as determined at the sole discretion of Gate or the Third-Party Service Provider. Gate and the Third-Party Service Provider reserve the right to impose, modify, or adjust such fees at any time without prior notice. Gate and/or the Third-Party Platform may impose, modify, or adjust such fees from time to time by posting updated information on the Platform or the relevant interface. Unless otherwise specified, such changes shall take effect upon publication.
2.6 Cancellation
In the event of any of the following circumstances, we reserve the right to cancel 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, or expenses incurred in restoring such Transaction or undertaking any necessary remedial actions.
a. The Transaction was caused by a recognizable interruption or malfunctionin the execution, settlement, or communication systems of Gate or the Third-Party 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 Third-Party Platform;
c. The Transaction was executed through a compromised or unauthorized access;
d. The Transaction was executed by taking advantage of market failures, pricing anomalies, arbitrage opportunities, or off-market rates;
e. A technical issue prevented the Transaction from being executed as intended;
f. The Transaction was canceled or modified by a liquidity provider or counterparty on the Third-Party Platform;
g. The Transaction was only partially executed by the liquidity provider; or
h. We determine, at our sole discretion, that your use of CFD Services, Account and/or Third-Party Account, Transaction, or trading activities violates the terms of this Agreement or Applicable Laws.
2.7 You further acknowledge and agree that market-making or liquidity-provision activities may occur on or through the Third-Party Platform, and that prices, spreads, and execution quality may vary depending on prevailing market conditions and sources of liquidity. Such activities may result in participants on the opposite side of your Transactions obtaining different or more favourable trading terms. Such participation does not create any advisory or fiduciary duty toward you, and Gate shall have no obligation to disclose the identity, nature or trading positions of any liquidity provider or participant.
3. TERMINATION
3.1 Trigger Event
A "Trigger Event" shall be deemed to occur if:
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 material 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 and you fail to inform Gate of the true position as soon as reasonably practicable;
b. you have committed a breach of this Agreement or any Applicable Laws, or engage in conduct constituting fraud, market manipulation or other unlawful activity;
c. you have failed to comply with or perform any of your obligations contemplated in this Agreement, whether 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 CFD Services 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 to promptly provide Gate with any documentation requested 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, legal authority/capacity and client classification status; and/or
- ii. credit checks, anti-money laundering requirements or any other internal assessments conducted by Gate and/or Gate determines that you have failed to successfully pass or otherwise satisfy any "know your customer" checks, credit checks, anti-money laundering requirements or any other internal assessments conducted by Gate;
e. (in the event that you are an individual), you become deceased, bankrupt or commence action (or have any action commenced against you) to place you into bankruptcy or personal insolvency or you are otherwise unable to pay your debts as and when they fall due;
f. (in the event that you are acting on behalf of a partnership) any of the partners there of 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, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;
h. any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached Applicable Laws 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 requires Gate to suspend or terminate your participation in the CFD Services;
k. Gate has reasonable concerns in relation to your credit worthiness, financial status or verification of your identity (including, without limitation, any verification of your place of residence or place(s) from which you are accessing Third-Party Platform);
l. Gate determines in its sole and absolute discretion that you have acted in an abusive manner to any representative of Gate;
m. you directly or indirectly execute CFDs on Third-Party Platform using more than one Account;
n. 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;
o. Gate forms the view, in good faith, that it should take action in order to preserve its rights or interests under any Accounts or under its relationship with you;
p. Gate reasonably believes that any of the circumstances set out under clauses 3.1(a) to 3.1(o) above are 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;
q. a manifest error (that is, any error, omission or misquote — whether an error is from us, Third-Party Platform, any third-party service provider, or anyother third party that we assign — which is manifest or palpable, including a misquote by any of our representatives, taking into account the current market and currently advertised quotes, or any error of any information, source, official, official result or pronunciation); or
r. a credible 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, or any third party); Gate reasonably believes that you have used the CFD on Third-Party Platform with improper intent (collectively referred to as "Market Manipulation").
3.2 Our Rights
a. Without prejudice to any other right of Gate hereunder or otherwise at law, in the event a Trigger Event has occurred, Gate may (but is not obliged to) immediately or any time thereafter whilst your default of this Agreement is continuing, do any one or more of the following without prior notice:
- i. suspend (temporarily, indefinitely or otherwise) cancel or terminate any Account, any CFD Services provided to you and/or Gate's broader relationship with you or prohibit you from opening any Account and/or accelerate any and all of your liabilities to Gate (including any and all fees, interest, commission, 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, freeze any or all amounts allocated to your Account, and/or deduct 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 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 in good faith and in its absolute discretion as of the date of such liquidation, acceleration or close-out as soon as practicable thereafter;
- v. at such times and manner as Gate may reasonably determine based on, but not limited to, market conditions 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, Third-Party Platform, or the counterparty (of whatsoever nature and howsoever arising, including any contingent 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, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by Gate;
- viii. restrict your ability to withdraw any Digital Assets from any Account;
- ix. do or omit to do anything which Gate reasonably believes to be necessary, desirable or expedient to protect Gate 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 reasonably practicable, 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 reasonable costs and expenses of collection of any unpaid deficiency in your Account including, but not limited to, legal counsel's fees incurred and payable or paid by Gate, and shall be responsible for any other reasonable 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, or costs arising out of or in connection with the exercise of its rights under this Clause 3.2.
4. REPRESENTATIONS AND WARRANTIES
4.1 Acknowledgement
a. You acknowledge that trading in CFDs and using our CFD Services is a highly speculative activity involving leverage and rapidly fluctuating markets. Despite such risks, you acknowledge, understand and agree that you are both willing and able to assume the financial risks and other hazards associated with trading CFDs and using our CFD Services, 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 or Third-Party Platform, whether included in this Agreement or any other document or statement, shall be deemed as business, legal, financial or tax advice. You may and should consult your own business, legal, financial or tax advisers regarding especially, inter alia, the particular opportunities, risks, obligations or further costs arising from the reception of and in connection with Digital Assets or CFDs on Third-Party Platform. We and the Third-Party Service Provider do not act as your broker, dealer, agent or consultant. You acknowledge and agree that for any transactions or other decisions or activities through which you execute CFDs on Third-Party Platform, Gate and Third-Party Platform do 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. Gate and Third-Party Platform do not make any recommendations to you regarding whether to buy, acquire, sell, transfer, hold any Digital Assets or whether to execute any CFDs on Third-Party Platform. Before making a decision to buy, sell, transfer or hold any Digital Assets/CFDs, you shall conduct due diligence and consult your financial advisor. Gate and the Third-Party Platform make no representation or warranty regarding the suitability, profitability, or performance of any CFD Transaction or Digital Asset, and shall not be liable for any decision made by you based on information 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, so long as Gate acts in good faith, it 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 proven to have been fraudulent or to have acted in willful default.
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, or punitive losses or damages, or for any loss of profit, anticipated savings, or business opportunity.
4.2 Your Representations and Warranties
You represent, warrant, agree and undertake that:
a. You shall not sell, lease, lend or otherwise provide your Gate Account or Third-Party Account for use by any third party, nor shall you act as a service provider or use Third-Party Platform on behalf of any third party;
b. User, including the operation team of User, is not incorporated in the United States, or is not operating in or from the United States;
c. you have full capacity and authority and have obtained (and will maintain) and are in compliance with all necessary authorisations, consents, licenses orapprovals (whether under Applicable Laws or otherwise) required to:
- i. accept and agree to the terms of this Agreement;
- ii. to initiate any Orders;
- iii. to enter into executed Orders; and
- iv. to open, maintain and/or continue to maintain a Gate Account and a Third-Party 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 a Gate Account and a Third-Party Account, to execute CFDs on Third-Party Platform and to initiate or issue Orders from time to time and decide as to whether the CFDs on Third-Party Platform 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 or Third-Party Platform as investment advice or as a recommendation to enter into any transactions in relation to the Digital Assets/CFDs 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 in connection with Third-Party Platform;
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 Digital Assets/CFDs 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 CFD Services where such compliance becomes impossible;
i. you do not reside in the Restricted Locations as per set out in User Agreement, or in any other jurisdictions in which Gate has restricted the offering of Third-Party Platform provided under this Agreement;
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 Third-Party Platform;
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 Digital Asset 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 or Third-Party Platform in connection with the CFD Services contemplated under this Agreement are true, accurate, complete and not misleading in any and all respects, and nothing has been 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) have been involved in any market misconduct, gross negligence, fraudulent or illegal activities;
s. no related parties of User (including User) have been a party to any bankruptcy, insolvency, liquidation, winding-up or dissolution proceedings or their equivalent;
t. no related parties of User (including User) have been or are likely to be a subject or party to any regulatory or governmental investigations or inquiries, enforcement actions, disciplinary actions, sanctions, proceedings, claims or any other actions having similar effects issued, initiated, published, demanded, ordered or enforced by any competent regulators or government authorities;
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 CFDs on Third-Party Platform.
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 Digital Assets/CFDs.
4.3 Separate Warranties
Each warranty and representation in this Agreement is construed independently and is not limited by reference to any other warranty or representation.
4.4 Reliance on Representations
You acknowledge and agree that Gate provides the API connectivity and/or access to its servers for use in connection with the Third-Party Platform to you in reliance on the warranties, representations, and undertakings provided by you herein.
5. INDEMNITY
In addition and without prejudice to any other right or remedy of Gate under 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 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 loss suffered or incurred by Gate which arises (whether directly or indirectly) out of, in the course of or in connection with:
a. any breach of terms, representations or warranties or any failure by you to comply with any provision of this Agreement or Applicable Laws;
b. Gate acting in accordance with your Orders and/or executed Orders or in any manner permitted 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 system of Gate (including any network and servers used to provide Third-Party Platform) operated by us or on our behalf, or the participation of Third-Party Platform on your behalf;
d. any changes in any Applicable Laws that impact Third-Party Platform; and/or
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.
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, and information, or 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 (e) above. You shall provide any and all reasonable assistance to Gate in connection with such investigations or proceedings.
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 Digital Assets and markets, the following risks are likely to be associated with your use of the Third-Party Platform and your transactions of Digital Assets/CFDs:
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 Digital Assets both positively and negatively, and you enter into transactions with full awareness of the possibility of rapid and substantial asset value changes. You may lose all or a substantial portion of your capital. In particular, the Digital Assets you agree to purchase may experience a decline in value, and you may receive fewer Digital Assets than the amount you paid.
b. Regulatory Risks:
The regulatory environment governing Digital Assets and CFDs 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, and transferability of 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 Third-Party Platform or its participants.
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 and Third-Party Platform 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 Digital Assets 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 and that Gate shall not be liable for any losses or damages incurred as a result of these listing and 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 delivery, and any necessary adjustments to the purchase price will be made accordingly.
e. Liquidity Risks:
Certain Digital Assets or CFDs may have limited trading volumes or depth, resulting in price slippage, widened spreads, or inability to execute Orders at desired levels. Gate makes no representation or warranty regarding the liquidity of any market or asset. You must carefully consider the potential impact of illiquidity before placing any Order.
f. Risk of Total Loss:
You acknowledge that all CFD Transactions are entered into at your sole risk. You may incur total loss of margin, collateral, or invested capital, and you bear full responsibility for any resulting losses. You should carefully assess your financial resources, risk tolerance, and trading experience before using CFD Services and seek independent professional advice where appropriate.
g. Leverage Risks:
CFD 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 a sufficient margin is your responsibility at all times. Failure to do so may result in the automatic liquidation of your positions without prior notice. Gate shall not be liable for any resulting loss or cost.
h. Technology, Custody, and Third-Party Risks:
The CFD Services are facilitated through a Third-Party Platform that operates independently of Gate. Gate does not control the execution, custody, or settlement processes of the Third-Party Platform. Any error, default, insolvency, or security breach of that platform or its liquidity providers may cause delays, asset loss, or trading restrictions. You agree that Gate bears no responsibility for such risks or for any actions, omissions, or failures of any Third-Party Platform or service provider.
i. Counterparty Risks:
Transactions executed through the Third-Party Platform may depend on the performance of liquidity providers or counterparties. Their default, insolvency, or failure to perform may result in partial or total loss of your assets. Gate does not guarantee the performance or creditworthiness of any such third party.
j. Legal and Tax Risks:
The tax treatment of Digital Assets and CFDs 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.
k. Other Risks:
Other risks inherent in the use of the Third-Party Platform include, without limitation, incorrect market predictions, data feed errors, human mistakes, system lags, or misinterpretation of market data. CFD trading is best suited for professional or experienced traders who understand leverage, margin requirements, and risk-hedging strategies. Due to position-adjustment mechanisms, financing charges, and market volatility, the risk of holding CFD 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.
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 participation in Third-Party Platform 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/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.
