Common use of Clearing Services Clause in Contracts

Clearing Services. Gemini shall make the following functionality available to Customer through the Gemini Platform (the “Clearing Services”): (a) Gemini clearing (“Gemini Clearing”) allows the submission, acceptance, funding, and settlement of purchase and sale transactions with respect to Supported Digital Assets that Customer arranges and negotiates with another party that is a Gemini Customer (“Counterparty”) without the involvement of Gemini or any Gemini affiliate (such transactions, “Clearing Transactions”). Each Clearing Transaction has one party that will act as buyer owing an amount of fiat currency (such party, the “Buyer” and such amount, the “Fiat Currency Amount”) and a party that will act as a seller owing an amount of Supported Digital Assets (such party, the “Seller” and such amount, the “Digital Asset Amount”). (b) For each Clearing Transaction, Customer or Counterparty is responsible for submitting a request (such party, the “Submitting Party” and such request a “Clearing Request”) to settle a transaction through Gemini Clearing in the form and manner, and otherwise in accordance with the instructions, technical specifications and other information, that Gemini may require, either through the Gemini Clearing user interface or as otherwise instructed or requested by Gemini. Customer acknowledges and agrees that Gemini may amend or revise these requirements from time to time, for any reason and without prior notice to Customer. For each Clearing Transaction and Clearing Request, the Submitting Party must, at a minimum, (i) identify the Gemini Account of the other party to the Clearing Transaction (such party, the “Confirming Party”), (ii) the Buyer and the applicable Fiat Currency Amount for the Clearing Transaction, (iii) the Seller and the applicable Digital Asset Amount for the Clearing Transaction, and (iv) the time period by when the Clearing Request will expire if not completed (“Expiration Time”). (c) Once the Submitting Party successfully submits a Clearing Request, Gemini shall notify the Confirming Party of the Clearing Request and the relevant information in such Clearing Request. Each of the Customer and the Counterparty are responsible for funding their respective Depository Accounts or Fiat Accounts, as applicable, with the Fiat Currency Amount and the Digital Asset Amount, as applicable based on the Clearing Request, in each case prior to the Expiration Time. (d) If, prior to the Expiration Time, both the Customer and the Counterparty have funded their Depository Account or Fiat Account, as applicable, with their respective obligation of the Fiat Currency Amount and the Digital Asset Amount, Gemini shall (i) transfer the Fiat Currency Amount from the Buyer’s Gemini Account to the Seller’s Gemini Account and (ii) transfer the Digital Asset Amount from the Seller’s Gemini Account to the Buyer’s Gemini Account. If the parties do not fund their respective accounts with the amounts specified in the Clearing Request by the Expiration Time, the Clearing Request will expire and Gemini have no obligations with respect to such Clearing Request. (e) Customer acknowledges and agrees that ▇▇▇▇▇▇ is not involved in and does not have any responsibility for any Clearing Transaction, other than as specifically identified in this Agreement. Customer agrees and understands that with respect to Clearing Requests, Gemini cannot authenticate whether or not such Clearing Request originated from an authorized person of the Customer or Counterparty. Customer agrees and understands that Gemini may rely upon, without liability on its part, any Clearing Request submitted through the Gemini Platform. Absent gross negligence, willful misconduct or fraud, Gemini shall not be liable for any loss resulting from a Clearing Request or the use of Clearing Services. Validation and confirmation procedures used by Gemini are designed only to verify the source of Clearing Requests and that each party has met its respective obligations in respect of a Clearing Request and not to detect errors in the content of that Clearing Request or to prevent duplicate Clearing Requests. Customer is responsible for losses resulting from Clearing Requests provided by it and for any errors made by or on behalf of the Customer, any errors resulting, directly or indirectly, from fraud or the duplication of any Clearing Request by or on behalf of the Customer, or any losses resulting from the malfunctioning of any devices used by the Customer or loss or compromise of credentials used by the Customer to deliver Clearing Requests. (f) Customer also agrees and understands that Gemini may reject, refuse to settle or otherwise not complete any request to settle a Clearing Request through Gemini Clearing for any reason necessary to comply with Applicable Laws and Regulations or in connection with its fraud or other compliance controls and systems, and Customer agrees that Gemini shall have no liability whatsoever to Customer, any transaction counterparty or any other party in connection with or arising out of Gemini rejecting, refusing or otherwise not completing the settlement of a transaction through Gemini Clearing. (g) Gemini will not settle transactions through Gemini Clearing: (i) if either party to a Clearing Transaction has not fully funded its Fiat Account or Depository Account, as applicable, with the required Fiat Currency Amount or Digital Asset Amount, as applicable, prior to the Expiration Time; (ii) if either party to a Clearing Transaction has not confirmed its acceptance of the Clearing Request to Gemini prior to the Expiration Time; (iii) if either party to a transaction is not a Gemini Customer; or (iv) for any other reason as determined by Gemini in its sole discretion to comply with Applicable Laws and Regulation or in connection with Gemini’s fraud or other compliance controls and systems.