Gate DEX: Your Gateway to Web3 | Gate DEX Ecosystem

API SERVICE AGREEMENT

Updated as of October [-], 2025
BEFORE ACCESSING OR USING API SERVICE OR, YOU MUST READ THIS API SERVICE AGREEMENT IN ITS ENTIRETY CAREFULLY.
TRADING OR INTERACTING WITH DIGITAL ASSETS THROUGH APIS IS COMPLEX AND NOT SUITABLE FOR THE MAJORITY OF ORDINARY PERSONS. THE RISK OF LOSS IN CONNECTION WITH SUCH API TRANSACTIONS CAN BE SUBSTANTIAL. YOU SHOULD CAREFULLY EXAMINE YOUR INVESTMENT OBJECTIVES, FINANCIAL RESOURCES AND RISK TOLERANCE AND CONSIDER WHETHER UNDERTAKING SUCH SERVICE 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 TRANSACTIONS.
This API Service Agreement (this “Agreement”) and the terms herein govern your use of the API Services (as defined below) and related services entered into by and between you (the “User” or “you”, “your”, “Developer” 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 API Services, you are deemed to have fully read, understood and agreed to the terms and conditions set forth herein.
Each access through our API Service shall be subject to separate agreement, user terms and conditions, policies and guidelines, and licenses, among other things, for access and use by Developers and will be made available and updated by Gate from time to time (collectively, the "Additional Terms").
This Agreement and Additional Terms shall be supplemental to and constitute part of the Gate’s User Agreement (available athttps://www.gate.com/zh/legal/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 APIs contemplated hereunder unless expressly stated otherwise.

TERMS AND DEFINITIONS
1. 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 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).
2. b. 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.
3. c. Digital Wallets means software applications, programs, or other digital interfaces that allow users to store, manage, send, receive, or otherwise interact with Digital Assets on one or more blockchains. Digital Wallets may include self-custodial wallets controlled by private keys held by the user, or third-party custodial wallets managed by service providers, and may be connected to Third Party Platforms or Open-Source Smart Contracts to facilitate transactions.
4. d. End Users means any individuals or entities that access or use the services provided by the Developer using the Services.
5. e. Loss means any and all liabilities, damages, claims, demands, lawsuits, judgments, penalties, investigations, enforcement actions, 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 (collectively, “Losses”);
6. f. Smart Contract means a self-executing code deployed on a blockchain that automatically performs, verifies, or enforces the terms of an agreement or transaction without the need for intermediaries. Smart Contracts operate according to predefined logic and conditions written into their code, and once deployed, they generally cannot be altered except as permitted by their original programming or associated governance mechanisms.
7. g. Open-Source means software, code, or technology that is made publicly available under an open-source license, allowing anyone to access, use, modify, or distribute it in accordance with the applicable license terms. Open-Source components are typically developed collaboratively and may be maintained by independent developers or communities not controlled by either Party.
8. h. 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.
9. i. Third-Party Platform means any external trading and settlement platform operated by a Third-Party Service Provider.
10. j. Third-Party Services Provider means any external party that conducts API, trading, fiat-crypto exchange, or other services independently of the Platform. All references in this Agreement to a Third-Party Service Provider shall be deemed to refer to a Third-Party Platform.
11. k. 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.
API Service
1. 1. API Service
  1. a. Our APIs may provide tools, products and services that enable Developers to build and operate their own decentralized applications (DApps) and/or decentralized service, with functionalities that may include the ability to:
    1. i. interact with or obtain routing data to Open-Source Smart Contracts ("Open-Source Smart Contracts") that may, without limitation, allow Developers or their End Users to initiate swaps, orders, or other digital-asset transactions on decentralized exchanges (“DEXs”), to perform transfers or simultaneous swaps between Digital Wallets, and to connect such Digital Wallets to Third-Party Platforms (each a “Transaction”), all entirely at the discretion and control of the Developer or End User;
    2. ii. access and use the APIs to retrieve and interact with data from third party blockchains, and to generate or simulate customizable instructions directed to Open-Source Smart Contracts through their own ; and/ or
    3. iii. utilize other functionalities as made available on the Platform from time to time, which may include experimental or beta features. e The availability, performance, and quality of such optional experimental features are not guaranteed and may be modified, suspended, or withdrawn by Gate at any time without notice.
  2. b. You acknowledge and agree that the API is a standalone technical interface, separate and distinct from the Open-Source Smart Contracts, Third Party Platforms and any underlying blockchain infrastructure to which the Services may allow connectivity. The API merely enables the transmission of computational queries, data retri, and the generation of routing or optimization logic for potential interactions with such Open-Source Smart Contracts. Gate does not deploy, own, operate, control, audit, or guarantee the functionality, security, or availability of any Open-Source Smart Contract, blockchain, or Third-Party Platform. The APIs shall only facilitate the calculation or formulation of potential instructions to the Open-Source Smart Contracts and does not itself initiate, broadcast, execute, or validate any transactions or smart-contract interactions. All such actions are solely performed by the Developer or its End Users through their own digital wallets, s, or interfaces, entirely at their own discretion and risk. The API and all related materials are provided solely for Developer’s internal development and integration use and shall not be re-distributed, sublicensed, re-sold, or used for any production, commercial, or end-user-facing purpose except as expressly permitted in writing by Gate. Gate retains full discretion to restrict or revoke any such use at any time.
  3. c. Every Transaction effected through the Services is solely initiated, authorized and controlled by you. Gate does not, and shall not be deemed to, take custody of, hold, or control any Digital Assets; nor does it execute, process, intermediate, guarantee, or otherwise participate in any Transaction. Gate is not, and shall not be construed as, a broker, exchange, counterparty, fiduciary, or agent of any kind The API merely provides computational and data-transmission access that may be used by Developers at their own discretion and risk; all execution occurs independently via decentralized smart contracts and/or third-party protocols beyond Gate’s control. Gate is not a party to any Transaction and does not control or have any responsibility for the execution of any Transactions. If you use our APIs as a tool to provide services to End Users, you shall be solely responsible for the safety and execution of all Transactions conducted by your End Users, including any risks arising from price volatility, slippage, failed execution or any losses incurred by such End Users.
  4. d. Transaction Times. The time required to create, trade, send, receive, or exchange Digital Assets through the Services depends on the actual network confirmation time of the relevant blockchain. You further understand and agree that the time required for transactions to be completed, and for the Services to receive confirmation or information regarding your Digital Asset transactions from Third Party Blockchains, may vary. Due to such delays or other technical factors, the Digital Asset information displayed through the Services may not always accurately reflect the actual status of your transactions. Any estimated transaction results provided by the Services are for illustrative purposes only and may differ from actual outcomes. Gate shall have no liability for any delay, failure, or discrepancy arising from or related to blockchain network performance or other conditions beyond its reasonable control.
  5. e. You agree that you shall, and shall ensure that the End Users of your DApps or services integrating any part of the APIs, use the Services solely for lawful, legitimate, and compliant purposes. You and your End Users shall not use the Services in any manner intended to circumvent or violate any Applicable Laws. You warrant that all Digital Assets associated with your Digital Wallet are derived from lawful sources and are not derived from any illegal activity. You further agree to comply with all rules, terms, notices, and relevant agreements published or updated by Gate from time to time, including but not limited to announcements, procedural instructions, risk disclosures, and other applicable terms and conditions.
  6. f. You agree and acknowledge that certain Services may represent an early, beta, or experimental versions of the products and/or features and may not have been fully tested or audited. Such Services are provided on an “as-is” and “as-available” basis. Gate makes no representations or warranties regarding their reliability, performance, or security and shall bear no responsibility or liability for any loss, damage, or Digital Asset loss suffered by you or any End User in connection with their use.
  7. g. Gate reserves the right, at its sole discretion, to refuse, restrict, suspend, or terminate access to the Services or any Digital Wallet, API Key or Developer account at any time, with or without cause or prior notice. Gate shall not be liable for any Losses arising from or in connection with any such refusal, restriction or suspension.
  8. h. 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 are independent entities and nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, or joint offering between them. Gate shall not be responsible or liable for the content, operations, or transactions of any Third-Party Platform.
2. 2. Account
  1. a. You must create an account to use our API Service (“Account”). By accessing the API Service, you acknowledge and agree that you must first generate an API Key through the developer console on our Platform. Each Developer is only allowed to register one account. You are required to connect your own Digital Wallet and complete the signature verification process, and must also verify your phone number or email address before the API Key can be successfully created.
  2. b. Your Digital Wallet is entirely under your control and is not accessible to Gate, and we will not keep or maintain your files, passwords, Mnemonic Phrases, and/or Private Keys for your Digital Wallet. Additionally, because Gate may not access your Digital Wallet, Gate is not responsible, and you are responsible, for any transactions executed by or involving your Digital Wallet.
  3. c. You will have a passphrase that you have created to generate and access your API key, which is confidential to you and not accessible by Gate. If you lose your passphrase, you will lose access to your API key. You shall agree and undertake to keep your passphrase, and API key strictly confidential and not share it with any third party. You agree that you will be solely liable and responsible for the use of your API key and the security of your passphrase.
  4. d. Depending on your API usage, you may be required to provide certain information about yourself and undergo KYC as part of the registration process for the APIs or to continue accessing the APIs. You authorize Gate to collect, verify, and maintain your registration and identification information (“Personal Information”) for the purpose of opening and maintaining our Service to you.
  5. e. Any access or transaction made through the correct entry of valid credentials, API Key, or verified Digital Wallet signature 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 disclosure of credentials, whether or not caused by the User’s negligence.
  6. f. Developers shall implement commercially reasonable technical and organizational security measures to prevent unauthorized access, scraping, rate-limit abuse, or denial-of-service activity through their API keys. Gate may monitor API usage and suspend, throttle, or terminate any API connection if such activity is suspected.
  7. g. Developers shall not use the API to build or support any service that competes with Gate’s products or APIs without Gate’s prior written consent.
3. 3. Fees
  1. a. Gas Fees. During your access and use of the Services, you may incur gas fees associated with blockchain transactions. All gas fees generated on any third-party blockchains in connection with the Services shall be solely borne by you.
  2. b. Third Party Protocol Fees. You acknowledge that additional fees (“Third Party Fees”) may be incurred during your access and use of the Services, including but not limited to transaction fees related to Digital Assets, NFTs, or other digital collectibles on DApps, as well as registration or participation fees for events. You are solely responsible for the payment of any and all such Third Party Fees that may arise.
  3. c. Service Fees. Gate may, from time to time and at its sole discretion, charge you certain Service Fees for your access and use of the APIs. Service Fees will generally be determined as the higher of a fixed fee or a percentage share of the Developer’s revenue derived from the Developer’s services that integrate the APIs, as set out in the applicable fee schedules. “Revenue” means all fees received by the Developer from End Users in connection with the Services, including, without limitation, any slippage fees collected from End User transactions. For the avoidance of doubt, End Users are solely customers of the Developer and not of Gate, and any payment obligations arising from transactions shall be solely borne by the Developer. Any applicable Service Fee schedule shall be published on the Platform from time to time, and Gate reserves the right to update or modify such fee schedule at its sole and absolute discretion immediately upon publication on the Platform, and Developer hereby waives any right to prior notice or refund.
  4. d. End User Fees. If permitted in writing by Gate, the Developer may, at its sole discretion and on its own behalf, charge End Users any fees for the use of the Services (“End User Fees”). The Developer represents and warrants that, whenever any End User Fee is charged, it shall clearly and accurately disclose to the End Users that such fee is initiated, imposed, and received solely by the Developer, and not by Gate.
  5. e. Additional fees may apply to certain features or services, as determined at the sole discretion of Gate. Gate reserves the right to impose, modify, or adjust such fees at any time without prior notice. Gate 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.
4. 4. Intellectual Property Rights
  1. a. You agree that you own and retain all rights, title, and interest, including all intellectual property rights, in any content, data, materials, or information that you provide, upload, submit, store, or transmit through your access or use of the Services (“User Content”). You hereby grant Gate a worldwide, non-exclusive, royalty-free, and sublicensable license to use, copy, reproduce, display, and distribute such User Content as necessary for its business, the operation, provision, and improvement of the Services, or as otherwise permitted under this Agreement or applicable law.
  2. b. You may gain access to Gate’s proprietary information and intellectual property through your use of the Services, including materials that may contain copyrightable works, know-how, patentable inventions, confidential information, or other proprietary content designated by Gate for your use solely in connection with the development of your own projects, products, or services. You shall not use, reproduce, distribute, sell, sublicense, or otherwise exploit any such materials or information for redistribution, resale, or any other purpose without Gate’s prior written consent.
  3. c. The Developer shall not use or display the Gate logo or trademarks in any manner that implies End Users are accessing services provided by Gate. Any use of Gate’s trademarks, logos, or other intellectual property (“Gate Marks”) requires Gate’s prior written consent. All rights, title, and interest in the Gate Marks remain the exclusive property of Gate, and any goodwill arising from their use shall inure solely to Gate’s benefit. Gate may revoke the Developer’s right to use the Gate Marks at any time in its sole discretion.
  4. d. Open-Source Software. The Services may include or rely in part on open-source software and open-source smart contracts (“Open-Source Software”) that are not owned, operated, or deployed by Gate but may be accessed or connected through the Services. Each item of Open-Source Software is governed solely by the terms of its applicable open-source license.
  5. e. All derivative data outputs, performance metrics, or analytics generated through interaction with the API are deemed to form part of Gate’s proprietary data, unless expressly licensed in writing. Developer shall not claim any ownership, copyright, or database right in such output.
  6. f. Gate may use aggregated or anonymized Developer and End User data for analytics, research, compliance, and product-improvement purposes, without obligation or compensation to Developer.
5. 5. Exemption of liabilities.
  1. a. You shall ensure that your deposit of Digital Assets is sent to the correct address designated by Gate for the transfer of your Digital Assets to the Third Party Blockchain through your use of the Services. Gate is not responsible for any Losses resulting from sending Digital Assets to the wrong address. You shall also provide the correct address of your Digital Wallet to receive your Digital Assets transferred from the third party blockchain through the Services. Gate shall not be liable for any and all Losses arising from your own fault or error, including but not limited to providing an incorrect wallet address or transferring Digital Assets to any address other than the one designated by Gate.
  2. b. You agree to bear all Losses resulting from your own fault or error, including but not limited to mistyped or incorrect addresses, delayed transactions, loss or disclosure of passwords or Private Keys, or any unauthorized access or hacking of your account or device.
  3. c. You understand and agree that when using the Services, you may access or interact with third party blockchains, websites, applications, and other Third Party Platforms. Gate is not responsible or liable for any Losses arising from your or your End Users’ use of or access to such Third Party Platforms. Gate merely facilitates access, display, and related services, and does not control, endorse, or guarantee any third-party content, products, or operations.
  4. d. You acknowledge that Gate is not liable for any Losses caused by contract vulnerabilities, hacking incidents, business suspensions, bankruptcies, or other failures of Third Party Platforms. You access and use such Third Party Platforms entirely at your own risk, and any Digital Assets affected by such risks may be permanently lost.
  5. e. Gate shall not be held liable for any temporary/ permanent suspension or interruption of the Services resulting from maintenance, upgrade, or repair conducted by any third-party platform or by Gate itself.
  6. f. Gate and Third Party Platforms are independent entities; these Terms do not create any partnership, agency, or joint venture between them. Each party is solely responsible for its own services, policies, and obligations.
  7. g. 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.
  8. h. Third Party Blockchain Malfunctions. You understand and agree that Gate shall not be liable for any Losses arising from or related to any malfunction, interruption, or failure of any third party blockchain or the Services, including but not limited to suspension, discontinuation, termination, maintenance, hacking, technical failures, errors, or Force Majeure events. Such events may cause transaction delays, abnormal prices, or market disruptions. You acknowledge that these risks are beyond Gate’s control, and Gate may, at its discretion, refuse to execute commands during such circumstances.
  9. i. Losses Based on Your Lack of Eligibility. You understand and agree that Gate shall not be responsible or liable for any Losses arising from or related to your ineligibility or failure to meet the requirements to access or use the Services.
TERMINATION
1. 1. Trigger Event
  1. A “Trigger Event” shall be deemed to occur if:
  2. 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;
  3. 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;
  4. c. you have failed to comply with or perform any of your obligations contemplated in this Agreement, whether in respect of your Account, any Transactions, 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 API 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);
  5. d. you fail to promptly provide Gate with any documentation requested for the purposes of any:
    1. 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
    2. 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;
  6. 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;
  7. 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;
  8. 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;
  9. 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;
  10. 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;
  11. j. any governmental, judicial, or regulatory authority requires Gate to suspend or terminate your participation in the API Services;
  12. k. Gate has reasonable concerns in relation to your creditworthiness, 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);
  13. l. Gate determines in its sole and absolute discretion that you have acted in an abusive manner to any representative of Gate;
  14. m. you directly or indirectly using more than one Account;
  15. 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;
  16. 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;
  17. 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;
  18. 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 any other 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
  19. 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 API Service with improper intent (collectively referred to as “Market Manipulation”).
2. 2. Our rights
  1. 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:
    1. i. suspend (temporarily, indefinitely or otherwise) cancel or terminate any Account, any API 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;
    2. ii. unwind or reverse any Transactions;
    3. iii. rectify any error in your Account at any time and void or reverse any executed Transactions;
    4. iv. liquidate, accelerate, and/or close out any outstanding Transaction (including any Transaction and/or executed Transaction which has yet to be settled on the date on which Gate terminates such Transaction and/or executed Transaction) 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;
    5. 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;
    6. 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;
    7. 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;
    8. viii. restrict your ability to withdraw any Digital Assets from any Account;
    9. 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
    10. x. exercise such other authority and powers that may have been conferred upon Gate by this Agreement and/or the User Agreement.
    11. Gate shall, where reasonably practicable, provide notice to you after exercising any of the foregoing rights.
  2. 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.
  3. 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. d. Gate reserves the right, on reasonable notice, to audit Developer’s s, records, or code integrations to verify compliance with this Agreement and Applicable Laws. Developer shall promptly provide all requested information, KYC documentation, and technical evidence of compliance. Failure to cooperate constitutes a Trigger Event.
REPRESENTATIONS AND WARRANTIES
1. 1. Acknowledgement
  1. a. You acknowledge that using our API Services to conduct Transactions 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 using our API Services, and you further agree that you and the End User shall not, in any manner, hold Gate responsible for any losses howsoever incurred by you and the End User under or in connection with this Agreement, the User Agreement, or otherwise.
  2. 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, APIs, Transaction, and/ or Third-Party Platform. We are not your broker, dealer, agent or consultant. You acknowledge and agree that for any transactions or other decisions or activities through which you do Transaction, Gate and Third-Party Platform do not have a fiduciary relationship with or fiduciary duty towards you and/ or End User. No communication or information provided by us to you and/ or End User, 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 the Transaction or use of Service. Gate and Third Party Platform do not make any recommendations to you and End User regarding whether to buy, acquire, sell, transfer, hold any Digital Assets or whether to execute any Transaction. Before making a decision to buy, sell, transfer or hold any Digital Assets, you shall, and advise End User to, conduct due diligence and consult your respective financial advisor. Gate make no representation or warranty regarding the suitability, profitability, or performance of any Transaction or Digital Asset, and shall not be liable for any decision made by you based on information from the Platform.
  3. 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.
  4. 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.
  5. e. Developer shall, upon Gate’s request, promptly cooperate with Gate in responding to inquiries, subpoenas, or requests from law enforcement, regulatory, or tax authorities. Gate may disclose any Developer or End User data as required to comply with such obligations without prior notice.
2. 2. Your representations and warranties
  1. You represent, warrant, agree and undertake that:
  2. 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 Third-Party Platform on behalf of any third party.
  3. b. User, including the operation team of User and its End User, are not incorporated in the United States, or is not operating in or from the United States;
  4. c. you have full capacity and authority and have obtained (and will maintain) and are in compliance with all necessary authorisations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to:
    1. i. accept and agree to the terms of this Agreement;
    2. ii. to initiate any Transactions;
    3. iii. to enter into executed Transactions; and
    4. iv. to open, maintain and/or continue to maintain an Account.
  5. 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.
  6. e. you have made your own independent decisions to accept the terms of this Agreement, open and maintain an Account, to utilize APIs, to connect to Third Party Platform and to initiate or issue Transactions from time to time and decide as to whether the actions above 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/APIs or as an assurance or guarantee of any expected results of such Transactions;
  7. 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;
  8. 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 and/or using our API Service to trade, and you shall promptly notify Gate if you become so employed;
  9. h. you shall comply with all applicable laws and regulations and cease to access any API Services where such compliance becomes impossible;
  10. 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;
  11. 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;
  12. 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;
  13. l. any Transactions 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 Transaction and your own independent determination of the Transaction being specifically suitable for you based on your own assessment of your financial resources, ability and willingness to take relevant risks and financial objectives;
  14. m. Gate shall not be under any duty or obligation to inquire into the purpose or propriety of any Transaction and shall be under no obligation to accept or execute any Transaction;
  15. n. any person(s) empowered to act on your behalf have been duly authorized;
  16. o. you have complied and shall comply with all Applicable Laws in all jurisdictions relevant to your Account, any Transactions or other service or facility provided or made available by Gate to you;
  17. p. all information and/or documents provided by you or on your behalf to Gate or Third Party Platform in connection with the API 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;
  18. 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;
  19. r. no related parties of User (including User) has been involved in any market misconduct, gross negligence, fraudulent or illegal activities;
  20. 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;
  21. t. no related parties of User (including User) has been or is 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;
  22. 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
  23. v. no related parties of User (including User) shall perform any acts of control, intervention and manipulation of the market price of the APIs on Third Party Platform.
  24. w. the End Users are not Restricted Persons, acting on behalf of any Restricted Person, owned or controlled by any Restricted Person, or transacting with any Restricted Person.
  25. The above representations, warranties, agreement and undertakings shall be deemed repeated each time you place a Transactions or enter into any Transactions in relation to the Digital Assets/APIs.
3. 3. Separate Warranties
4. Each warranty and representation in this Agreement is construed independently and is not limited by reference to any other warranty or representation.
5. 4. Reliance on Representations
6. 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.
INDEMNITY
1. 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:
  1. a. any breach of terms, representations or warranties or any failure by you to comply with any provision of this Agreement or Applicable Laws;
  2. b. Gate acting in accordance with your Transactions and/or executed Transactions or in any manner permitted under this Agreement and/or the User Agreement;
  3. 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 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;
  4. d. any changes in any Applicable Laws that impact Third Party Platform; and/or
  5. 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.
2. 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.
RISK STATEMENT
1. 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/ use of APIs:
  1. a. Market Risks:
  2. 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 and/or your End User enter into Transactions with full awareness of the possibility of rapid and substantial changes in asset value. You and/or your End User may lose all or a substantial portion of your capital. In particular, the Digital Assets you and/or your End User agree to purchase may experience a decline in value, and you and/or your End User may receive fewer Digital Assets than the amount you paid.
  3. b. Regulatory Risks:
  4. The regulatory environment governing Digital Assets and APIs 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.
  5. c. Operational Risks:
  6. 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, 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.
  7. d. Settlement Risks:
  8. 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 the Transaction 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 and/or your End User will not be able to make any returns, transfers, or other instructions regarding Transaction 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 and/or your End User’s Transactions. In such cases, you and/or your End User agree to accept partial delivery, and any necessary adjustments to the purchase price will be made accordingly.
  9. e. Liquidity Risks:
  10. Certain Digital Assets or Third Party Platform may have limited trading volumes or depth, resulting in price slippage, widened spreads, or inability to execute Transactions 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 Transaction.
  11. f. Risk of Total Loss:
  12. You acknowledge that all API Transactions are entered into at your and your End User’s sole risk. You and/or your End User 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 API Services and seek independent professional advice where appropriate.
  13. g. Leverage Risk:
  14. If API 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 and/or your End User’s initial margin. Maintaining sufficient margin is your responsibility at all times. Failure to do so may result in the automatic liquidation of your and/or your End User’s positions without prior notice. Gate shall not be liable for any resulting loss or cost.
  15. h. Technology, Custody, and Third-Party Risk:
  16. The API 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.
  17. i. Counterparty Risk:
  18. 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.
  19. j. Legal and Tax Risk:
  20. The tax treatment of Digital Assets and APIs 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.
  21. k. API Versioning/ Discontinuation risk
  22. Gate may, without notice, modify, suspend, or discontinue any API endpoint, feature, or functionality. Developer acknowledges that continued use constitutes acceptance of such modifications and waives any claim arising from incompatibility, data loss, or deprecation.
  23. l. Other risks:
  24. Other risks inherent in the use of the Third-Party Platform include, without limitation, incorrect market predictions, data feed errors, human mistakes, lags, or misinterpretation of market data. API 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 API 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.
RETENTION OF YOUR PERSONAL INFORMATION
1. a. For the purpose of this Section 7, any reference to “you” shall mean you and/or your End User(s), and any reference to “your” or “yours” shall mean your and/or your End User(s)’ respectively.
2. b. 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 Account for such prescribed period of time after the closure of your Account in accordance with our Privacy Policy (available athttps://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.
3. c. 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 audit and crime prevention purposes (e.g. to prevent a known fraudulent actor from opening a new account).
4. d. Recording of our telephone calls with you may be kept for a period of up to six years or such period of time as required by Applicable Laws. This means that we may still retain the recording of our telephone calls even after the termination of this Agreement.
LIMITATION OF LIABILITIES AND DISCLAIMER
1. a. YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION OR NON-PARTICIPATION IN THE API SERVICES, THE THIRD-PARTY PLATFORM 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 THROUGH THIRD PARTY PLATFORM AND RELATED SERVICES PROVIDED TO YOU 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 THIRD PARTY PLATFORM. 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, OR INFORMATION RELATING TO THE THIRD-PARTY PLATFORM OR ANY OTHER SERVICES PROVIDED BY GATE.
2. 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.
3. 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 Fees that Gate or Third Party Platform received from you in respect of the Transactions giving rise to the claim as of the date of termination of this Agreement.
4. d. You agree and accept that if the Platform or Third Party Platform cannot function properly or the API Services are interrupted arising from the following conditions, such that you are unable to use the API Services or cannot make commands or perform related trading operations, including but not limited to failure, delay, interruption, no response, delayed 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:
  1. i. Service suspension for maintenance;
  2. ii. Hacker attack(s) on Gate or Third Party 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;
  3. iii. failure to transmit data as a result of telecom equipment failures;
  4. 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 API Services;
  5. 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;
  6. vi. Service interruption or delay caused by the Platform’s computer being damaged, defective or unable to perform normally;
  7. vii. Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;
  8. viii. Losses suffered by you or other third parties arising from the fault or delay of any third-party service provider or intermediary;
  9. ix. Losses suffered by you or other third parties arising from changes in Applicable Laws;
  10. 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; and/ or
  11. xi. Other Losses not attributable to Gate due to external uncontrollable events.
MISCELLANEOUS
1. 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; 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, terrorist attacks, market failure or disruption, 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.
2. 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.
3. c. Amendments. Gate reserves the unilateral right to alter, revise, modify, and/or amend this Agreement and the terms, conditions, and specific features of Third Party Platform including, without limitation, transaction fees, and any other procedural or substantive aspect of Third Party Platform 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 Sites. It is your responsibility to regularly check relevant pages on the 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 to participate in Third Party Platform.
4. 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.
5. 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. We may assign or transfer any or all of its rights or obligations under this Agreement, in whole or in part, without notice or obtaining your consent or approval.
6. 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.
7. g. Data Retention & Privacy. Gate may collect, retain, and store Developer and End User personal information for compliance, anti-fraud, audit, and dispute-resolution purposes for a minimum period of six (6) years or such longer period as required by Applicable Laws. Developer acknowledges and consents to Gate’s cross-border transfer of such data to affiliates and processors located in jurisdictions providing adequate protection levels.
8. h. Governing law. This Agreement, together with your use of the API Services and participation in the Third Party Platform, 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.
9. i. 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. 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-seating arbitral tribunal and maybe 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.
10. j. No offer to U.S. persons and certain other jurisdictions. The content contained on the Sites does not constitute an offer or sale of securities 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. Transfer of tokens may be subject to legal restrictions under Applicable Laws. Under no circumstances shall the tokens be reoffered, resold or transferred within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended. Any public offering of the tokens to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling digital asset holder and that will contain detailed information about the company and management, as well as financial statements. You understand and agree that the information and services provided by the Company 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 API Services or information and services. We do not offer services or products to Users in a few 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 API 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 with compliance to the local jurisdiction, including termination of any Third Party Account immediately and liquidating any open positions.
11. 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.

TERMS AND DEFINITIONS

API Service

TERMINATION

REPRESENTATIONS AND WARRANTIES

INDEMNITY

RISK STATEMENT

RETENTION OF YOUR PERSONAL INFORMATION

LIMITATION OF LIABILITIES AND DISCLAIMER

MISCELLANEOUS