Gate Web3 Wallet Service Agreement

1. Terms and Definitions

1. 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. 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. Gate or we, us, ours refer to Gate or its affiliates which offers and provides the Gate Web3 Wallet.
4. 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 of the foregoing (collectively, "Losses").
5. Order means an instruction, application, request or order to initiate an offer of Digital Asset in relation to the Gate Web3 Wallet 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.
6. 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.
7. Third Party Services means the products and services provided by third party DApps, smart contracts, open source protocols, DeFi, webpages, applications, and web wallets.
8. Wallet is a digital tool that allows users to store, manage, and interact with Digital Assets and/or blockchain-based assets (such as NFT). It is used to secure private keys—unique cryptographic codes that grant access to and control over funds on blockchain—while enabling transactions, balance tracking, and integration with decentralized applications.

2. Gate Web3 Wallet Service

1. Subject to the terms of this Agreement, eligible Users may apply and participate in the Gate Web3 Wallet Services (as defined below). Gate may make available to Users certain software services accessible via web browser and/or a mobile device application (Web3 Wallet Services). The Web3 Wallet Service may enable Users to: (i) create a new Wallet; (ii) manage Digital Assets in the Wallets connecting with the Web3 Wallet Services; (iii) be directed to a link to Third Party Services including, but not limited to, third party decentralized exchanges (DEXs) and third party decentralized applications (together with DEXs, collectively DApps); (iv) view addresses and information that are part of Digital Asset networks and broadcast transactions; (v) participate in swaps and trades on DEXs and engage in DEX activity; and (vi) access additional functionality as Gate may add from time to time.

2. Eligibility: You may only use the Web3 Wallet Services if all of the following pre-conditions are met to Gate’s satisfaction or as determined or waived by Gate in its sole and absolute discretion from time to time:

   1. have completed Gate’s due diligence on your risk profile and relevant eligibility criteria;
   2. maintain an Account;
   3. have undertaken and fully completed Gate’s required Know Your Customer (KYC) procedures;
   4. your use of the Web3 Wallet Services does not require registration, licensing or approval of any kind and/or is not prohibited by or subject to any Applicable Law or regulatory requirements in your jurisdiction; and
   5. such other conditions as may be required by Gate in any particular case.

3. Wallet Creation and Connection: To use our Web3 Wallet Services, you must create or connect at least one Wallet with us. Gate reserves the sole discretion to determine whether our Service will support and enable access for specific Wallets:

   1. A self-custody Wallet created directly through our Web3 Wallet Services (Gate Web3 Wallet);
   2. A self-custody externally owned Wallet (EOA);
   3. Hardware Wallet connecting through Bluetooth; and/or
   4. A bot account.

4. Authorization of Your Biometric Data: Gate may collect, process, and store biometric data, including, but not limited to, fingerprints, facial recognition, voice patterns, or other biometric identifiers, for the purposes of identity verification, security enhancement, fraud prevention, or service improvement. You expressly consent to the collection, processing, and storage of their biometric data by Gate and its authorized third-party service providers in accordance with Applicable Laws.

5. Recovery Phrase and Passkeys: You are solely responsible for the retention and security of your Wallet credentials, your twelve word recovery phrase for Wallets (recovery phrase) and your unique digital or hardware credentials (for example, iCloud and Google Passkeys; hardware authentication devices such as Yubikeys) that are tied to your smart contract Wallets (Passkeys). Your recovery phrase and/or Passkeys are the only way to access the cryptocurrencies associated with your Wallets. Anyone who has access to your recovery phrase and/or Passkeys can access your Digital Assets. If you lose your recovery phrase and/or Passkeys, you will not be able to access your Digital Assets in your wallet. You acknowledge that Gate does not store and is not responsible in any way for the security of your recovery phrase and/or Passkeys. You agree to hold Gate and its affiliates harmless for any losses arising from you losing your recovery phrase and/or Passkeys. You agree that Gate and its affiliates shall not be liable in any way if you lose your recovery phrase and/or Passkeys and cannot access your digital assets.

6. Cloud Backup Disclaimer: Users may choose to back up their private keys to third-party cloud storage services integrated with or accessible through the Wallet (Cloud Backup Services). Cloud Backup Services are provided solely by independent third-party providers and are not operated, controlled, or managed by Gate. Users acknowledge and agree that the use of Cloud Backup Services is entirely at their own risk. Gate does not guarantee or provide any mechanism for the recovery of lost or inaccessible private keys. Users are advised to implement additional secure backup strategies to safeguard their private keys. Gate does not have access to, store, or control the private keys backed up through such services. Users are solely responsible for ensuring the security, confidentiality, and recoverability of their private keys. Users agree to indemnify and hold Gate harmless from any claims, damages, or losses incurred as a result of their reliance on Cloud Backup Services. Gate shall not be liable for any loss, breach, unauthorized access, deletion, corruption, or inability to retrieve private keys resulting from the use of Cloud Backup Services. This includes, but is not limited to, losses arising from:

   1. service outages, failures, or malfunctions of the Cloud Backup Services;
   2. unauthorized access, hacking, or security breaches affecting the Cloud Backup Services;
   3. user misconfiguration, forgotten credentials, or accidental deletion of stored data; and/or
   4. any actions, omissions, or policies of the third-party providers.

7. Disclaimer of Liability for DApp Disconnection: Users acknowledge and agree that access to DApps through Gate may be subject to interruptions, disconnections, or failures due to various factors beyond Gate’s control, including, but not limited to, internet service disruptions, blockchain network congestion, third-party server failures, or regional IP restrictions. Users understand and accept that disconnection from DApps may result in the inability to complete transactions, access funds, or execute time-sensitive operations, which may lead to significant financial losses. Users assume full responsibility for any risks associated with such disconnections. Gate shall not be held liable for any direct, indirect, incidental, or consequential damages, including, but not limited to, lost transactions, loss of assets, missed trading opportunities, or any other financial or non-financial losses arising from:

   1. Internet service provider failures, network instability, or connectivity issues;
   2. restrictions imposed by governments, regulatory bodies, or third-party service providers;
   3. DApp downtimes, malfunctions, or smart contract failures; or
   4. any security or operational vulnerabilities affecting the blockchain network.

8. Management Fees: A management fee might be charged by Gate. The management fee might be used to cover costs such as contract handling fees, funding fees, and other operational expenses. However, the rate of the management fee may change based on actual costs, and the latest fee structure will be announced periodically on the Platform without further notice to you.

9. At any time, at Gate’s sole and absolute discretion, without liability or prior notice to you, Gate can: (i) change the conditions for use of the Web3 Wallet Services; (ii) suspend the provision of all or part of the Web3 Wallet Services; (iv) change, update, remove, cancel, suspend, disable or discontinue any features, component or content of the Web3 Wallet Services. By continuing to use the Web3 Wallet Services, you agree to be bound by the latest Gate Web3 Wallet Service Agreement and other terms that apply to your activities in connection with the Web3 Wallet Services.

10. You authorize Gate to access, supervise and operate your Account under the conditions as set out in Clause 2 of this Agreement.

3. Termination

1. Trigger Event

   A "Trigger Event" shall be deemed to occur if:

   1. 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;
   2. you have failed to comply with or perform any of your obligations contemplated in this Agreement, whether in respect of your Gate Web3 Wallet, 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 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);

   3. you fail to promptly provide Gate with any documentation requested for the purposes of any:

      1. KYC 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. 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 KYC checks, credit checks, anti-money laundering requirements or any other internal assessments conducted by Gate.
   4. (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;
   5. (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;
   6. (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;
   7. 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;
   8. 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;
   9. 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 the Gate Web3 Wallet and/or Web3 Wallet Services);
   10. Gate determines in its sole and absolute discretion that you have acted in an abusive manner to any representative of Gate;
   11. you directly or indirectly participate in this Gate Web3 Wallet with more than one Account;
   12. 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;
   13. 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;
   14. Gate reasonably believes that any of the circumstances set out under clauses 3.1(a) to 3.1(m) 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;
   15. a manifest error (that is, any error, omission or misquote (whether an error is from us or any 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
   16. 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 a third party) or Gate otherwise reasonably believes that you have used the Gate Web3 Wallet with improper intent (collectively referred to as "Market Manipulation"), which Gate, acting in good faith and a commercially reasonable manner, believes could reasonably result in reputational harm to Gate, compromise the integrity of the markets maintained by Gate and/or result in losses being sustained by other users.

2. Our Rights

   1. 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. Suspend (temporarily, indefinitely or otherwise) cancel or terminate any Account and/or Gate Web3 Wallet, any Services provided to you and/or Gate’s broader relationship with you or prohibit you from accessing the Gate Web3 Wallet 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. 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;
      3. Rectify any error in your Account at any time and void or reverse any Executed Orders;
      4. 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;
      5. 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. Apply any amounts of whatsoever nature standing to your credit against any amounts which you owe Gate 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. 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. Restrict your ability to withdraw any Digital Assets and/or Digital Assets from any Account;
      9. 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. Exercise such other authority and powers that may have been conferred upon Gate by this Agreement and/or the User Agreement.
   2. To the extent permitted under Applicable Laws, you will be responsible for the 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. You understand and agree that we shall not to the maximum extent permitted by law, be liable to you for any losses caused by the exercise of our rights under Clause 3.2.

4. Representations and Warranties

1. Acknowledgement

   1. You acknowledge that trading with respect to Digital Assets is a highly speculative activity involving highly leveraged and rapidly fluctuating markets. Despite such risks, you acknowledge, understand and agree that you are willing and able to assume the financial risks and other hazards of trading with respect to Digital Assets and agree that you will in no manner hold Gate responsible for losses howsoever incurred by you under or in connection with this Agreement, the User Agreement or otherwise.
   2. You acknowledge and agree that no information provided by Gate, notwithstanding 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 under the Gate Web3 Wallet. 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 participate in the Gate Web3 Wallet, Gate does not have a fiduciary relationship with or fiduciary duty towards you. No communication or information provided by us to you, notwithstanding whether included in this Agreement or any other document or statement, shall be deemed, considered or interpreted as investment, business, legal, financial, tax, trading, or any other type of advice. You shall determine whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial condition and risk tolerance, and you shall be solely responsible for any and all losses or liabilities. You should consult your own business, legal, financial or tax advisors regarding especially, inter alia, your particular opportunities, risks, obligations or further costs arising from using the Gate Web3 Wallet. Gate does not make any recommendations to you regarding whether to buy, acquire, sell, transfer or hold any Digital Assets. Before making a decision to buy, sell, transfer or hold any Digital Assets, you shall conduct due diligence and consult your financial advisor. We shall not be responsible for your decision to buy, sell, transfer or hold Digital Assets based on the information provided by the Platform.
   3. 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. Without prejudice to the generality of the foregoing, Gate shall not in any event be liable to you for any indirect or consequential loss, or for any anticipated profits or punitive damages.

2. Your Representations and Warranties

   You represent, warrant, agree and undertake that:

   1. User, including the operation team of User, is not incorporated in the United States, or is not operated in or from the United States;

   2. 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. accept and agree to the terms of this Agreement; and
      2. receive and/or use the Gate Web3 Wallet and/or Web 3 Wallet Services;
   3. you have made your own independent decisions to accept the terms of this Agreement, to access and use the Gate Web3 Wallet and/or Web3 Wallet Services and decide as to whether the Gate Web3 Wallet is suitable or appropriate for you. You are not relying on any communication (whether written or oral) from Gate as investment advice or as a recommendation to enter into any transactions in relation to the Digital Assets or as an assurance or guarantee of any expected results of such transactions;
   4. 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 the Gate Web3 Wallet;
   5. you shall not grant permission to any third party to use or access your Gate Web3 Wallet. You are fully responsible for all acts or omissions of any third party user with access to your Gate Web3 Wallet. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Web3 Wallet Services, Platform and/or information;
   6. you will not use the Gate Web3 Wallet or the Web3 Wallet Services for any illegal purpose or manner such as fraudulent or criminal activities, including, but not limited to, money laundering, terrorist financing or illegal fundraising;
   7. you will not use any automated programs, software, engines, web crawlers, web analysis tools, data mining tools or similar tools to access the Web3 Wallet Services, collect or process the content provided by the Gate Web3 Wallett, interfere or attempt to interfere with any user or any access to the Web3 Wallet Services in other ways;
   8. you are not an employee of any governmental or self-regulatory organization in any jurisdiction, including any exchange 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 traded in connection with your Account, and you shall promptly notify Gate if you become so employed;
   9. you shall comply with all Applicable Laws and cease to access any Web3 Wallet Services where such compliance becomes impossible;
   10. 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 the Web3 Wallet Services provided under this Agreement;
   11. unless you specifically notify Gate and Gate agrees, no person other than you has any interest in connection with your use of the Gate Web3 Wallet and/or Web3 Wallet Services;
   12. 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 Gate Web3 Wallet and/or any Digital Asset held in your wallet;
   13. any person(s) empowered to act on your behalf have been duly authorized;
   14. all information and/or documents provided by you or on your behalf to Gate in connection with the 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;
   15. you shall not knowingly or recklessly permit the use of Gate’s Web3 Wallet Services, facilities or your Gate Web3 Wallet 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;
   16. no related parties of User (including User) has been involved in any market misconduct, gross negligence, fraudulent or illegal activities;
   17. no related parties of User (including User) has been a party to any bankruptcy, insolvency, liquidation, winding-up or dissolution proceedings or their equivalent;
   18. 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;
   19. 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
   20. no related parties of User (including User) shall perform any acts of control, intervention and manipulation of the market price of the Digital Asset.

   The above representations, warranties, agreement and undertakings shall be deemed repeated whenever you access Gate Web3 Wallet and/or Web3 Wallet Services.

3. Separate Warranties

   Each warranty and representation in this Agreement is construed independently and is not limited by reference to another warranty or representation.

4. Reliance on Representations

   You acknowledge and agree that Gate provides the Gate Web3 Wallet Services to you in reliance on the warranties, representations and undertakings provided by you hereof.

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:

1. any breach of terms, representations or warranties or any failure by you to comply with any provision of this Agreement or Applicable Laws;
2. your violation of any Applicable Laws 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 the Web3 Wallet Services or access our website, software, and/or system of Gate (including any network and servers used to provide the Web3 Wallet Services) operated by us or on our behalf, or the participation of the Web3 Wallet Services on your behalf;
3. any changes in any Applicable Laws that impact the Gate Web3 Wallet Services; and/or
4. 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 (d) 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 the Web3 Wallet Services and your transactions of Digital Assets, you understand that the risk disclosure statement herein is not and cannot be comprehensive or exhaustive:

1. Market Risks

   You acknowledge that transactions of Digital Assets carry inherent market risks, including, but not limited to, significant price volatility. 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.

2. Regulatory Risks

   The regulatory environment governing Digital Assets and Digital Assets is subject to ongoing evolution and change. 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

3. 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, maintenance periods, or cybersecurity incidents. While Gate takes 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.

4. Settlement Risks

   There may be unforeseen circumstances that could prevent timely settlement of transactions. You understand 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 that such delays or cancellations may adversely affect the value of Digital Assets.

5. Liquidity Risks

   Digital Assets may have limited liquidity which can lead to substantial slippage in prices or the inability to buy or sell the desired amount of assets without a significant impact on market prices. Gate does not guarantee the liquidity of any Digital Asset and you must consider the potential for illiquidity when entering into Orders and related transactions.

6. Risk of Loss

   In engaging in transactions, you acknowledge that you are doing so at your own risk and that they bear full responsibility for any loss of capital that may occur. You shall carefully assess their financial circumstances and risk tolerance before entering into transactions and to consider seeking advice from financial, legal, and tax advisors.

7. Delay

   You understand and agree that when you redeem or access your Digital Assets, the time it actually takes for you to receive the Digital Assets in your Gate Web3 Wallet may vary and be delayed. Digital Assets received and displayed on the Gate Web3 Wallet shall be final. We are not liable for any Losses as a result of the aforementioned.

8. User Error or Fault

   You agree that you shall bear any and all Losses resulting from your own fault or error, including but not limited to: not being in accordance with the transaction prompts operation, not conducting timely transactions on the Gate Web3 Wallet, transferring your Digital Assets to a wrong Third Party Service provider or wrong address, forgetting or leakage of passwords and/or private keys, cracked passwords, your computer being invaded or hacked by others, and/or entering into the wrong address to transfer or receive Digital Assets.

9. Third Party Services and Content

   You understand and agree that when you use the Web3 Wallet Services, you may access and use Third Party Services. We shall not be liable for any and all Losses caused by your use of or access to Third Party Services. You understand and agree to our grant of access to any and all Third Party Services. We merely provide project display, revenue distribution, and other related services. We shall not be liable for any Losses incurred as a result of contract vulnerabilities; hacking incidents; suspension, discontinuation, or termination of business; bankruptcy; abnormal suspension; or cessation of Third Party Services or other potential risks. Furthermore, you agree to bear any and all Losses you may suffer as a result of the aforementioned risks. If you suffer any Losses as a result of the aforementioned risks, you understand and agree that any Digital Assets that may be stored on your digital wallet may be permanently lost. The Web3 Wallet Services may also contain links or functionality to access or use third-party websites ("Third-Party Websites"), applications ("Third-Party Applications") and other forms of Third-Party Services, or otherwise display, include, or make available content, data, information, services, applications, and materials from third parties ("Third-Party Materials"), and the Web3 Wallet Service itself may be integrated or embedded into Third-Party Websites, Third-Party Applications, Third-Party Materials or other forms of Third-Party Services through API, SDKs, and other means of integration. This does not mean that we endorse any products, services, information, and disclaimers provided therein, and we do not guarantee the accuracy of the information contained therein. When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left the Web3 Wallet Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of us, and may be open sourced applications for which no recourse is possible. We are not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. We may provide links to these Third-Party Websites and Third-Party Applications as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk. We shall not be liable for any Losses caused by your use of such third-party products and services on Third-Party Websites and Third-Party Applications. We are merely the service provider of the Web 3 Wallet Services, and it has no influence or control of the content and/or services of Third Party Services or websites, and the operators of these Third Party Services or websites are solely responsible for their content and/or services. We have no control over Third Party Platforms’ terms of use or privacy policies. Once you use the Web 3 Wallet Services, you acknowledge, understand, and agree to all the terms of service, privacy policies, and relevant transaction and operation rules, policies, or any other rules (as amended from time to time) on the Third Party Services or other third party websites. We and each provider of the Third Party Services are independent legal entities, and this Agreement do not constitute any form of agency, partnership, or cooperative relationship between the parties. We and each provider of Third Party Services and any third party shall be responsible for their respective claims, debts, and disputes that arise from the performance of their respective contracts and agreements.

10. Third Party Service Disruption and/or Malfunction

    You understand and agree that if the Third Party Services are interrupted because of the following conditions, and you are unable to use the Web3 Wallet Services or cannot make commands or perform related trading operations, including, but not limited to, failure, delay, interruption, lack of system response, delayed system response, or any other abnormal and/or unexpected circumstances, we shall not be liable for any Losses. These circumstances include, but are not limited to:

    • Third Party Services suspends, discontinues, and/or terminates its business; closes down; and/or abnormally suspends or terminates trading services;
    • Service suspension due to maintenance as announced by us and/or the providers of Third Party Services;
    • System fails to transmit data;
    • Force Majeure event(s) that lead to the suspension of the Third Party Services;
    • Third Party Service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrade, banking issues, temporary closure arising from government regulations, etc.;
    • Third Party Service interruption or delay caused by its computer system being damaged, defective, or unable to normally perform;
    • Losses arising from technical problems that cannot be predicted or solved by existing technology in the industry;
    • Losses you or other third parties suffer that arise from the fault or delay of the third parties;
    • Losses you or other third parties suffer that arise from changes in Applicable Laws and/or government orders; or
    • Losses you or other third parties suffer that arise from Force Majeure events caused by unforeseeable, unavoidable, and/or unsolvable objective circumstances.

7. Retention of Your Personal Information

1. You understand and agree that we may retain and store your personal information and relevant data collected during your participation of Web3 Wallet Services in accordance with our Privacy Policy (available at https://www.gate.com/privacy-policy), our internal data protection rules and polices and/or all applicable laws, and/or for the purpose of compliance 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 resolutions.
2. 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).
3. 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.

8. Limitation of Liability and Disclaimer

1. You expressly agree that your participation or non-participation in the Gate Web3 Wallet and related services is at your own risk. Except as expressly provided otherwise in this Agreement, all products and services provided to you through the Gate Web3 Wallet and related services are strictly offered on an "as is" and "as available" basis. Gate, its affiliates, service providers, and suppliers make no representations, warranties, or guarantees of any kind, whether express or implied. This includes, without limitation, warranties of merchantability, quality, fitness for a particular purpose, title, non-infringement, error-free or omission-free operation, continuity, accuracy, or reliability of the Gate Web3 Wallet. Some jurisdictions do not allow the exclusion of implied warranties in contracts; therefore, the above exclusion may not apply to you. Gate makes no representations or warranties regarding the validity, accuracy, correctness, reliability, quality, stability, completeness, or timeliness of the technology or information related to the Gate Web3 Wallet or any other services provided by Gate.
2. Nothing in this Agreement shall exclude or limit either party's liability for fraud, death or personal injury caused by gross negligence, violation of applicable laws, or any other act that cannot legally be limited or excluded under applicable law or regulations.
3. You agree and acknowledge that Gate's total liability shall not exceed the total amount of fees received from you in the preceding twelve (12) months.
4. We do not control the quality, safety, or legality of any Third-Party Services, nor do we guarantee the authenticity or accuracy of information provided by third parties. Any transactions between you and providers of Third-Party Services are conducted at your own risk. We make no representations or warranties of any kind—express, implied, statutory, or otherwise—regarding Third-Party Services. We disclaim all warranties, including but not limited to implied or express warranties that such content or services will be uninterrupted, error-free, free of harmful components, secure, or will not be lost or altered. You agree that we are not responsible for verifying the legitimacy, safety, or suitability of any third-party applications or tokens you may interact with or receive through the Web3 Wallet Services. You acknowledge that certain Web3 Wallet Services include technical measures to enhance user safety, and you are solely responsible for understanding and appropriately using them.

5. You agree and accept that if the Platform malfunctions or the Web3 Wallet Services are interrupted due to events including, but not limited to, failures, delays, interruptions, lack of system response, delayed responses, or other abnormalities preventing you from using the services or performing trading operations, Gate and its affiliates shall not be liable for any resulting losses. These circumstances include, but are not limited to:

   1. Service suspension for maintenance;
   2. Hacker attacks on Gate, including but not limited to stealing user account passwords, secret keys, API keys, and other information, resulting in losses caused by unauthorized access to user accounts and/or illegal transfer of Digital Assets;
   3. System failure to transmit data due to telecommunications equipment malfunction;
   4. Force majeure events or accidents, including but not limited to typhoons, earthquakes, tsunamis, flooding, plagues, epidemics, power outages, war, civil unrest, government actions, terrorist attacks, and any other events that may cause the suspension of Gate and/or its services;
   5. Service interruptions or delays caused by hacking, computer viruses, technical adjustments or failures, website upgrades, banking issues, temporary closures due to government regulations, or any other reasons;
   6. Service interruptions or delays caused by damage, defects, or malfunctions in the Platform's computer system;
   7. Losses resulting from technical issues that cannot be anticipated or resolved by current industry-standard technologies;
   8. Losses incurred by you or third parties due to faults or delays caused by third parties;
   9. Losses incurred by you or third parties resulting from changes in applicable laws;
   10. Losses incurred by you or third parties resulting from force majeure events or accidents caused by other objectively unforeseeable, unavoidable, and/or insurmountable circumstances; or
   11. Other losses not attributable to Gate arising from external uncontrollable events.

9. Miscellaneous

1. Acceptance of All Terms and Conditions. By using the Web3 Wallet Services, you acknowledge that you have read, understood, and accepted this Agreement, along with all relevant transactional and operational rules related to the Web3 Wallet Services. You agree to be legally bound by the terms and conditions herein. Please carefully review all terms of service, privacy policies, and related transactional and operational rules (as amended from time to time) published on Third Party Service platforms. Your use of the Web3 Wallet Services is permitted only after you have read, understood, and agreed to all applicable rules and policies.
2. Force Majeure. Gate shall not be liable for any inaccuracies, errors, failures, delays, or omissions related to (i) any information, (ii) the transmission or delivery of information, or (iii) the performance of its obligations under this Agreement. This includes any loss or damage arising from events beyond Gate's reasonable control, including but not limited to floods, extreme weather conditions, earthquakes, acts of God, fires, wars, insurrections, riots, labor disputes, accidents, government actions, terrorist attacks, market failures or disruptions, telecommunications or network breakdowns, communication or power failures, attacks on the security, integrity, or operation of accounts, equipment or software malfunctions, or any other causes beyond Gate's reasonable control.
3. Translation. Gate may, at its sole and absolute discretion, provide translations of this Agreement into languages other than English. You agree that any such translations are for your convenience and reference only, and that the English version shall prevail in the event of any ambiguity, discrepancy, or omission between the English text and any translated version.
4. Amendments. Gate reserves the unilateral right to alter, revise, modify, or amend this Agreement and the terms, conditions, and specific features of the Gate Web3 Wallet Services—including, without limitation, transaction fees and any other procedural or substantive aspects—as it deems necessary or desirable, without prior notice to you. Such amendments will be made in accordance with prevailing industry standards, operational requirements, and in response to feedback, technological advancements, or strategic changes. Amendments take effect immediately upon publication on the Sites. It is your responsibility to regularly review the relevant pages on the Sites to confirm the latest version of this Agreement. Gate may, but is not obligated to, notify you of updates via email or website announcements. Your continued use of the Sites and Services after any amendments constitutes your acceptance. If you do not agree to any amendments, you should immediately stop accessing and/or using the Gate Web3 Wallet Services.
5. Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain unaffected. In such event, the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to comply with applicable law in the relevant jurisdiction. If modification is not possible, that provision shall be ineffective only to the extent of its invalidity or unenforceability, without affecting the remainder of this Agreement or its enforceability in other jurisdictions.
6. Assignment. You may not assign or transfer any rights or obligations under this Agreement without our prior written consent, including any rights or obligations related to law enforcement or changes in control. We reserve the right to assign or transfer any or all of our rights or obligations under this Agreement, in whole or in part, without notice to or consent from you.
7. Waiver. No failure or delay by Gate in exercising any right, power, or remedy under this Agreement or applicable law shall constitute a waiver of such right, power, or remedy. Moreover, any single or partial exercise of any right, power, or remedy shall not preclude any other or further exercise of the same or any other rights, powers, or remedies.
8. Governing Law. This Agreement, your participation in the Gate Web3 Wallet, and any claims, counterclaims, or disputes arising directly or indirectly from this Agreement shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of law principles.
9. Dispute Resolution. Any dispute arising out of or in connection with this Agreement, or any document or transaction related thereto (including any dispute or claim concerning: (i) the existence, validity, or termination of this Agreement; and (ii) any non-contractual obligations arising out of or in connection with this Agreement) (the "Dispute"), shall initially be referred to and resolved amicably through negotiation. If the Dispute cannot be resolved by negotiation within thirty (30) days from the date one party issues a notice of dispute to the other, the Dispute shall be 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 then in effect, which are hereby incorporated by reference. The seat of arbitration shall be Panama. The arbitration tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English. Following the commencement of arbitration, you agree to make a good-faith effort to resolve the Dispute through mediation. Any settlement reached during mediation may be submitted to the arbitral tribunal then seated and may be made a consent award on agreed terms.
10. No Offer to U.S. Persons. The content 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, nor in any other jurisdiction where such offer or sale would be unlawful. The 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 in the United States will be made by means of a prospectus, obtainable from the issuer or the selling digital asset holder, containing detailed information about the company, management, and financial statements.
11. Final Decision. For any matters not expressly addressed in this Agreement, we reserve the sole and final right of interpretation to the fullest extent permitted by applicable law.