Margin Service Terms Of Use

Last Updated: 06 December 2024

IMPORTANT INFORMATION

It is important that you read this entire document.

The Margin Service is made available by InvestbyBit Pty Ltd (ABN 98 621 652 579) trading as “Binance Australia” (referred to as “Binance” in these Margin Service Terms).  Binance and its affiliates operate a platform on which users can engage in transactions to trade in Digital Assets and provide related services.

Binance does not hold an Australian Financial Services Licence or Australian Credit Licence.  Binance Australia is not a member of the Australian Financial Complaints Authority (AFCA).  In using the Margin Service, you do not have full protection under Australian consumer and small business protection regimes including, but not limited to, in relation to the provision of consumer credit and will not have access to the AFCA if there is a dispute that you cannot resolve with us.

The Margin Service is provided for INVESTMENT PURPOSES only

You should only use the Margin Service if you intend to use the Digital Assets provided to you from any Margin Loan for wholly or predominantly investment purposes.  You may be required to provide a declaration in connection with your intended use of any Margin Loan. 

What is the Margin Service?

Your use of the Margin Service allows you to request that Binance provide you Margin Loans by delivering you Digital Assets. 

Before you decide to use the Margin Service you should be aware that:

  • Margin Trading is a highly speculative activity involving highly leveraged and rapidly fluctuating markets.  Leveraged trading can magnify your gains and losses.

  • Binance may, but is not obliged to, agree to any request you make for a Margin Loan to provide you with Digital Assets with which you can make Margin Trades.  This means that there is no guarantee that you will be able to obtain a Margin Loan.

How do Margin Loans work?

Margin Loans provide you with Digital Assets with which you can make Margin Trades on the  Platform.  For each Margin Loan, you need to provide Binance Eligible Margin in the form of Digital Assets.  Binance accepts this Eligible Margin as collateral.  Binance may require additional Eligible Margin from time to time and in such amount as is necessary to meet any applicable Margin Requirements.  You should be aware that:

  • Each Margin Loan is provided on an at-call basis.  This means that Binance can require you to return the Digital Assets provided to you under the Margin Loan at any time. 

  • Each Margin Loan is subject to Margin Requirements – Margin Requirements may change from time to time.  This means you have to provide and maintain Margin in the form of Digital Assets.  You should regularly monitor your Margin Accounts to ensure the Margin Requirements are satisfied to prevent or mitigate potential losses.

  • As the value of Digital Assets fluctuate and the Margin Requirements may change from time to time: 

  • you may need to contribute additional Margin at short notice.  The amount of Margin you may have to contribute may be significant; and/or

  • Binance can take action including by liquidating all or part of your Margin if Margin Requirements are not met.  You may not receive prior notice of Binance’s intention to sell and you will incur a fee as a result of Binance taking this action.

  • If the value of your Margin does not cover what you owe Binance, you may need to provide additional Digital Assets to meet your obligations or Binance may sell the Digital Assets you have provided as security for a Margin Loan.You will not be entitled to any Airdropped Assets or Forked Digital Assets in relation to the Digital Assets that have been provided to you under a Margin Loan.

What is a Margin Call?

If you do not maintain the Margin Requirements for each Margin Account, Binance can make a Margin Call notifying you that you must provide additional Eligible Margin.  This can occur due to changes in the market and Margin Calls are made at the discretion of Binance.  A Margin Call may be at short notice.  You will need to monitor for Margin Calls in accordance with these Margin Service Terms. 

Whether or not a Margin Call is made by Binance, it is your responsibility to maintain Eligible Margin to meet the Margin Requirements.

Where the circumstances mean that Binance determines that it is reasonably necessary to sell Digital Assets without first making a Margin Call,  Binance is entitled to take any action it reasonably considers is necessary to protect its legitimate interests, including the interests of Binance, its affiliates and its customers, or to otherwise manage a material risk.

Key risks

You should be aware that the Margin Service and Margin Loans come with considerable risks including:

  • the value of your Digital Assets may fall which may result in the Margin Requirements not being met and Binance undertaking a Liquidation. This may result in your losses being amplified;

  • Binance may change the Margin Requirements and this may occur immediately;

  • Binance may remove or change the Digital Assets that are available through the Margin Service or that you are able to provide as Eligible Margin;

  • interest, fees and charges may be payable and these may exceed any returns available from your use of the Margin Service; and

  • if you are unable to meet your obligation under these Margin Service Terms, this may affect your future ability to use the services that Binance or its affiliates make available including the Binance Platform.

                1. Definitions & Interpretation

1.1 Definitions

Unless otherwise defined, capitalised words used in these Margin Service Terms have the same meaning given to them in the Terms.  The rules of interpretation set out in the Terms apply to these Margin Service Terms, except that references to clauses are to clauses in these Margin Service Terms, unless otherwise stated.  

Additional Assets” has the meaning given to this term in clause ‎10.1.

Airdrop” has the meaning given to this term in clause ‎10.1.

Airdropped Assets” has the meaning given to this term in clause ‎10.1.

Available Margin” is the parameter used to determine the maximum additional borrowing amount in respect of a Cross Margin Pro Account and is the result of the following formula calculation:  Max (∑Net Collateral - ∑Initial Margin, 0), and is more particularly described HERE.

Binance, we, our or us” means InvestbyBit Pty Ltd (ABN 621 652 597) trading as “Binance Australia".

"Binance Affiliate” has the meaning in the Terms and, for the purpose of these Margin Service Terms, includes, but is not limited to, NEST Services Limited, an entity incorporated and registered under the laws of the Republic of Seychelles with registration number 238045 and address at House of Francis, Room 303, Ile Du Port, Mahe, Seychelles. 

Collateral Margin Level ” means in respect of a Cross Margin Account, the result of the following formula calculation: 

Collateral Margin Level  = Collateral Value / Cross Margin Total Liabilities + Cross Margin Outstanding Interest

Collateral Ratio” means, in respect of Eligible Margin, the percentage of the Price Index at which such Eligible Margin is recognised for the purposes of determining the Collateral Value, as determined by Binance in its discretion.

Collateral Value” means, in respect of a Cross Margin Account or Cross Margin Pro Account (as the case may be), the total value of Eligible Margin held in that Cross Margin Account or Cross Margin Pro Account (as the case may be), calculated by multiplying the quantity of each relevant Digital Asset by the relevant Price Index and applying the relevant Collateral Ratio, if any.

Cross Margin Account” means the account or sub-account maintained by Binance for the purpose of holding Eligible Margin as collateral for your Margin Loans in Cross Margin Mode.

Cross Margin Mode” means, in respect of a Margin Loan, that you have elected that all Margin in a Cross Margin Account shall be used to collateralise that Margin Loan.  For more information on Cross Margin Mode and the differences between Isolated Margin Mode and Cross Margin Mode, please refer to the FAQ page, available HERE

Cross Margin Outstanding Interest” means the sum of all amounts of Interest calculated in respect of all Margin Loans in Cross Margin Mode minus any payments made on account of Interest in respect of those Margin Loans.

Cross Margin Pro Account” means the account or sub-account maintained by Binance for the purpose of holding Eligible Margin as collateral for your Margin Loans in Cross Margin Pro Mode. 

Cross Margin Pro Mode” means, in respect of a Margin Loan, that you have elected that all Margin in a Cross Margin Pro Account shall be used to collateralise that Margin Loan.  For more information on Cross Margin Pro Mode, please refer to the FAQ page, available HERE

Cross Margin Pro Outstanding Interest” means the sum of all amounts of Interest calculated in respect of all Margin Loans in Cross Margin Pro Mode minus any payments made on account of Interest in respect of those Margin Loans. 

Cross Margin Pro Total Liabilities” means the total principal amount outstanding plus Cross Margin Pro Outstanding Interest in respect of all Margin Loans in Cross Margin Pro Mode.

Cross Margin Total Liabilities” means the total principal amount outstanding plus Cross Margin Outstanding Interest in respect of all Margin Loans in Cross Margin Mode.

Default” has the meaning given to that term in clause ‎11.1.

Eligible Margin” means such Digital Assets as Binance, in its discretion, may from time to time accept as collateral in respect of Margin Loans, as specified on the Margin Data Page or in such other manner as Binance may determine in accordance with these Margin Service Terms. 

Fork” means any planned, unplanned, sudden, scheduled, expected, unexpected, publicised, not well-known, consensual, and/or controversial changes to the underlying operating rules of certain Digital Assets that may occur from time to time, in such a way as to result in the creation of one or more related versions of an existing Digital Asset.

Forked Digital Asset” means a Digital Asset that results from a Fork.

Group” has the meaning given to that term in clause ‎6.6.

Initial Risk Ratio” means the number shown under that heading for the relevant Isolated Margin Tier on the Isolated Margin Tier Data Page.

Interest” has the meaning given to this term in clause ‎9.2.

Interest Period” has the meaning given to that term in clause 9.1.

Interest Rate” has the meaning given to this term in clause ‎9.2.

Isolated Margin Account” means, in respect of each relevant trading pair, the account or sub-account maintained by Binance for the purpose of holding Margin as collateral for your Margin Loans in Isolated Margin Mode in respect of that trading pair.

Isolated Margin Mode” means, in respect of a Margin Loan for a particular trading pair, that you have elected that such Margin Loan shall be collateralised separately from Margin Loans in respect of any other trading pairs.  For more information on Isolated Margin Mode and the differences between Isolated Margin Mode and Cross Margin Mode, please refer to the FAQ page, available HERE

Isolated Margin Outstanding Interest” means, in respect of a Margin Loan in Isolated Margin Mode, the sum of all amounts of Interest calculated in respect of that Margin Loan minus any payments made on account of Interest in respect of that Margin Loan. 

Isolated Margin Tier” means the tier applicable to a Margin Loan in Isolated Margin Mode for a particular Digital Asset pair and the relevant borrowing amount, as shown on the Isolated Margin Tier Data Page.

Isolated Margin Tier Data Page” means the website containing information in respect of Margin Loans in Isolated Margin Mode available at https://www.binance.com/en/margin-data, or such other address as Binance may specify from time to time.

Isolated Margin Total Liabilities” means, in respect of a Margin Loan in Isolated Margin Mode, the principal amount outstanding plus the Isolated Margin Outstanding Interest in respect of that Margin Loan.

"Legitimate Interests” means the legitimate interests of Binance which includes the legitimate interests of Binance Affiliates and our customers.

Limit” has the meaning given to that term in clause ‎6.4.

Liquidated Assets” means any Margin and/or Other Assets that have, or may, become the subject of Liquidation.

Liquidation” has the meaning given to that term in clause ‎11.3.2.

Liquidation Fee” has the meaning given to that term in clause ‎7.9.

Liquidation Fee Rate” has the meaning given to that term in clause ‎7.9.

Liquidation Risk Ratio” means the number shown under that heading for the relevant Isolated Margin Tier on the Isolated Margin Tier Data Page.

Liquidation Service Provider” has the meaning given to that term in clause ‎7.8.

Manifest Error” means any error, omission or misquote (whether an error of Binance or any third party) which is manifest or palpable, including a misquote by any representative of Binance taking into account the current market and currently advertised quotes, or any error of any information, source, official, official result or pronunciation.

Margin” means, with respect to each Margin Account, all Digital Assets and Other Assets held in that Margin Account.  Fiat will not be accepted as Margin.

Margin Account” means the relevant Cross Margin Account, Cross Margin Pro Account or Isolated Margin Account, as applicable. 

Margin Balance” means, in respect of a Margin Account, the total value of Eligible Margin held in that Margin Account, calculated by 

multiplying the quantity of the Digital Asset by the relevant Price Index; and 

applying any discount that Binance may determine for that item of Eligible Margin from time to time, if any.

Margin Call means a notification from Binance to you to deposit additional Eligible Margin in the relevant Margin Account to avoid Liquidation and termination of the Margin Loan.

Margin Call Level” means, in respect of a Margin Account, a level determined by Binance by reference to your selected level of leverage, any Margin Call triggers you may have elected and Binance’s internal policies. 

Margin Call Ratio” means the number shown under that heading for the relevant Isolated Margin Tier on the Isolated Margin Tier Data Page.

Margin Concentration Event” has the meaning given to this term in clause ‎6.7. 

Margin Data Page” means the website containing information in respect of the Margin Services available at https://www.binance.com/en/margin-fee, or such other address as Binance may specify from time to time.

"Margin Fund ” means a balance of Digital Assets maintained by Binance for the purpose of supporting the operation of the Platform’s liquidation engine in respect of the Margin Services.

Margin Level” means:

(A) in respect of a Cross Margin Account, the result of the following formula calculation: 

Margin Level = Margin Balance / Cross Margin Total Liabilities; 

(B) in respect of a Cross Margin Pro Account, the result of the following formula calculation: 

Margin Level = (∑Net Collateral - ∑open order loss) / ∑Maintenance Margin, and is more particularly described HERE; and

(C) in respect of an Isolated Margin Account, the result of the following formula calculation: 

Margin Level = Margin Balance / Isolated Margin Total Liabilities.

Margin Loan” has the meaning given to this term in clause ‎6.1.

Margin Requirements” has the meaning given to this term in clause ‎5.9.

Margin Services” means the provision of Margin Loans, Margin Trading and any ancillary services. 

Margin Service Risks” has the meaning given to this term in the risk disclosure to these Margin Service Terms.

Margin Service Terms” has the meaning given to this term in clause ‎3.1.

Margin Trade and Margin Trading” have the meanings given to these terms in clause ‎6.1.

Market Concentration Event” has the meaning given to this term in clause ‎6.6.

Other Assets” means any Digital Assets or other property credited to any of your Binance Accounts (including, but not limited to, your “Spot” and “Earn” accounts), other than Margin.

Platform” means the digital platform that Binance or Binance Affiliates may make accessible to you via websites, a mobile app, an API connection or by such other means as Binance or Binance Affiliates may prescribe from time to time for the use of Binance Services.

Price Index” means, in respect of a Digital Asset, the current market price denominated in another Digital Asset, as calculated by Binance, in its discretion, using volume-weighted data from Binance and other major digital asset exchanges.

Secured Obligations” has the meaning given to this term in clause ‎5.11.

Statements” has the meaning given to this term in clause ‎13.1.

Terms” has the meaning given to this term in clause ‎3.2.

Transaction” means selling, purchasing, or entering into other transactions, or agreeing to sell, purchase or enter into other transactions, in Digital Asset(s), their derivatives, other asset(s), or other product(s) as Binance may from time to time permit to be carried out on the Platform, and depositing or withdrawing Digital Assets into or out of your Binance Account.

User-specified Margin Call Ratio” means the number set by the user, where a user has chosen to specify a different number for the Margin Call Ratio than the one displayed on the Margin Data Page. 

Valuation Period” means the period from (and including) the initial date a Liquidation occurs in respect of a Default to (and including) the later of (i) the date falling seven calendar days after such date, and (ii) such later date as may be determined by Binance in its discretion, taking into account such information Binance considers relevant, which may include (but is not limited to) any available market quotes, relevant market data or conditions, any costs, losses, funding, concentration of holdings and liquidity, provided that Binance may, acting in good faith , apply a shorter Valuation Period to protect Binance’s Legitimate Interests.

1.2 Exercise of rights and discretions

Due to the nature of the Margin Services, Binance has broad discretions under these Margin Service Terms. These discretions are included in these Terms and Conditions to protect our Legitimate Interests.

In exercising our rights under these Margin Service Terms, we will act in a commercially reasonable manner.

2. Acceptance of these Terms

2.1. By using the Margin Services you acknowledge that you have received, read, and accepted all of the terms and conditions in these Margin Service Terms, and you acknowledge and agree that you will be bound by and will comply with these Margin Service Terms.  If you do not accept these Margin Service Terms in their entirety, you should not use the Margin Services.

2.2. These Margin Service Terms are a legally binding agreement between you and Binance.

2.3. Nothing expressed or referred to in these Margin Service Terms will be construed to give any person other than the parties to these Margin Service Terms any legal or equitable right, remedy, or claim under or with respect to these Margin Service Terms or any clause or sub-clause of these Margin Service Terms.  These Margin Service Terms and all of its clauses and sub-clauses are for the sole and exclusive benefit of the parties to these Margin Service Terms and their successors and permitted assignees.

2.4. Without prejudice to clauses ‎2.2 and ‎2.3 above, you acknowledge that certain Margin Services may from time to time be carried out or provided on behalf of Binance by a third-party service provider or Binance Affiliate, such third-party service provider or affiliate is not a party to these Margin Service Terms and will not be construed or otherwise deemed to be such.

3. Scope of these Terms and changes

3.1. These terms specifically govern your access to and use of the margin trading features made available by Binance through the Margin Services (these “Margin Service Terms”). 

3.2. These Margin Service Terms are supplemental to the Binance Terms of Use for users that reside in Australia (as updated and amended from time to time, the “Terms”) and the provisions set out in the Terms shall continue to apply.  These Margin Service Terms constitute “Product Terms”.  References in the Terms to the “Binance Services” shall include references to the Margin Services contemplated hereunder.  In the event of any conflict or inconsistency between these Margin Service Terms and the Terms, these Margin Service Terms shall prevail with respect to the services contemplated hereunder, unless expressly stated otherwise.

3.3. The Margin Data Page and the Isolated Margin Tier Data Page (each, updated and amended from time to time) shall be incorporated into and form part of these Margin Service Terms.  In the event of any conflict or inconsistency between these Margin Service Terms and the Margin Data Page or the Isolated Margin Tier Data Page, these Margin Service Terms shall prevail.

3.4. These Margin Service Terms allow us to make certain immediate changes to the Margin Services without prior notice to you.  This includes changes to Eligible Margin, Margin Requirements, Collateral Requirements and other requirements as specifically set out in these Margin Service Terms.  We require the ability to make these immediate changes given the nature of the Margin Service in order to manage our Legitimate Interests. 

3.5. Without limiting clause 3.4, as Product Terms Binance may make changes to these Margin Service Terms in accordance with the Terms. Any changes to these Margin Service Terms will apply on an ongoing basis, including in connection with any Margin Services that are ongoing at the time of the change.

4. Eligibility

4.1. To access and use the Margin Services, you must satisfy the eligibility criteria set forth in the Terms (as well as any applicable supplemental requirements described on the Platform from time to time, or any specific requirements that Binance may have applied to you (such as additional onboarding requirements, for example)) at all times. 

4.2. We may change our eligibility criteria relating to the use of Margin Services at any time, including, without limitation, by introducing additional requirements, in accordance with the Terms.

4.3. If you no longer meet our eligibility criteria for Margin Services at any time after you have accessed or used the Margin Services (including, without limitation, as a result of a change to your circumstances or to our eligibility criteria), we may, at our discretion, suspend or terminate your ability to access and use the Margin Services, with or without prior notice.  You accept that costs and losses that may result from or in connection with such a suspension or termination which Binance is not responsible for.

4.4. You must promptly notify us of any change in your circumstances which may materially affect your ability to meet the eligibility criteria.  You may be liable to Binance for any costs or losses that may be incurred in connection with any failure by you to comply with this undertaking.  This does not include any amounts incurred through the negligence, fraud or wilful misconduct of Binance, our employees or persons acting on our behalf or at our direction.

5. Margin Services 

5.1. You hereby represent and warrant to us on an ongoing basis that: (a) you are authorised and permitted to use the Margin Services; (b) you have not, by any conduct, act or omission, directly or indirectly, cause any of your obligations under these Margin Service Terms to not be legal, valid and binding obligations enforceable against you in accordance with their terms; and (c) your access and use of the Margin Services is not unlawful under the laws of any jurisdiction to which you are subject.  You agree to advise us immediately should you become aware of any circumstances that make any of these representations and warranties untrue.  You agree to indemnify Binance on demand against each loss, liability and cost reasonably incurred as a result of any claim or demand (including legal fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of any representation and warranty in this clause 5.1.  You are not required to indemnify Binance in relation to any amount arising as a result of the negligence, fraud or wilful misconduct of Binance, its employees, or persons acting on its behalf or direction. 

5.2. When you obtain a Digital Asset to engage in Margin Trading, you are entering into a Margin Loan and will be obliged to return the Digital Asset to Binance in accordance with these Margin Service Terms.  You agree and acknowledge that Binance has the right under these Margin Service Terms to enforce the terms of the Margin Loan against you.

5.3. We may suspend or discontinue the availability of the Margin Services in relation to any Digital Asset and/or in relation to users located in any jurisdiction, in whole or in part.  Where we do this, we will provide you with reasonable prior notice unless Binance determines that it is  reasonably necessary to immediately effect the suspension or discontinuation to protect our Legitimate Interests (in which case we may not provide you with prior notice). In such circumstances we may reduce, cancel or close out any Margin Loan or Margin Trade, or impose additional restrictions on accounts (including, without limitation, requirements to reduce exposure).  If we do so, we will provide reasonable prior notice to you except in circumstances where we determine (in our discretion) that we are required to immediately discontinue the availability of the Margin Services in relation to a particular Digital Asset to comply with our understanding of Applicable Law in any jurisdiction, or to comply with an order or request from any competent regulatory, governmental or law enforcement authority, or as required by our internal policies, in which case such suspension or discontinuance may take effect immediately, with or without notice. 

5.4. You shall be responsible, and you assume and shall bear all risk of loss, for all conduct by you relating to the Margin Services.  Binance is not liable for any loss or damage suffered by you.  This exclusion does not apply to the extent of loss arising from the negligence, fraud or wilful misconduct of Binance, our employees, or persons acting on our behalf or at our direction.

5.5. In order to use the Margin Services, you must provide and maintain in each Margin Account and/or otherwise provide Binance with Eligible Margin.  The Eligible Margin must be provided in such form and amounts, at such times and in respect of such Margin Account as Binance may (acting reasonably) require from time to time. Binance may require Eligible Margin at its  discretion irrespective of whether such requirement is identical to or reflects or is greater than any applicable margin requirements of any governmental body or self-regulatory organisation in any jurisdiction (including, without limitation, any exchange) which is required to be maintained by Binance and/or you. 

5.6. A list of Eligible Margin will be prescribed by Binance and made available to you through the  Platform.  Digital Assets may be valued as Eligible Margin on a discounted basis, as determined by Binance in its discretion.  This valuation will be made available to you through the  Platform.  Binance may  at any time (in its discretion) add or remove Digital Assets from the list of Eligible Margin and/or reduce or increase the discount and/or Collateral Ratio applied to one or more Digital Assets, if any.

5.6A The list of Eligible Margin, discounts or Collateral Ratios applied in the valuation will be available through the  Platform. This is a dynamic list that will change from time to time.  You should check the  Platform HERE to obtain details of the current status applicable to the Margin Service. 

5.6B  Binance may, in times of extreme market movements, with or without prior notice and acting in accordance with these Margin Services Terms, restrict the transfer of any additional amounts of certain types of Eligible Margin to a Cross Margin Account and/or a Cross Margin Pro Account, to the extent that Binance determines that it is reasonably necessary to protect its Legitimate Interests.

5.7. For the purpose of calculations relating to the Margin Requirements, the value of any Margin shall be determined by Binance in its discretion. 

5.8. In respect of Isolated Margin Accounts, you acknowledge and agree that separate Eligible Margin shall be provided by you in respect of each Isolated Margin Account and that the Margin in respect of each Isolated Margin Account shall be treated as separate from each other for the purposes of these Margin Service Terms.

5.9. Binance may establish margin requirements in respect of the Margin Services, including by setting the Margin Levels that are required to be maintained by you and/or the amount of Margin required to be maintained in your Margin Account (the “Margin Requirements”).  We will tell you the Margin Requirements that apply to your Margin Account through the Platform.

5.9A Binance may change the Margin Requirements at any time in accordance with these Margin Service Terms.  The reasons why we may change the Margin Requirements include, but are not limited to:

5.9A.1 a change in our view of the risk in providing the Margin Services to you; and/or

5.9A.2 a change in our view of the risk associated with any Eligible Margin.

The current Margin Requirements are available on the Margin Data Page. You should monitor the Margin Requirements which may change on an ongoing basis and without prior notice. Where Binance has determined that it is reasonably necessary to protect our Legitimate Interests, this may mean that additional Eligible Margin must be deposited immediately or within a specified period of time, which may be less than 24 hours on any day.

No previous statements regarding Margin Requirements shall set a precedent or bind Binance in any way.

5.10. If Binance determines that additional Eligible Margin is required, you must provide Binance with such additional Eligible Margin immediately upon demand.  Notwithstanding any such demand for additional Eligible Margin, Binance may at any time exercise its rights under clause ‎11 (Default, Termination and Liquidation).  In making a determination in respect of the Margin provided for any Margin Account, Binance is not required to take into consideration Margin held by Binance in respect of any other Margin Account.

5.11. You acknowledge that Margin is held and may be used by Binance to secure the performance of your obligations under these Margin Service Terms and the Terms.  All Margin shall be held by Binance as continuing security.  In order to protect Binance’s Legitimate Interests, Margin is subject to a general right of set-off in favor of Binance for any and all of your obligations, liabilities, monies or other amounts whatsoever at any time now or hereafter owing, due, incurred or payable by you to Binance under these Margin Service Terms, the Terms or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety (the “Secured Obligations”).  Binance may appropriate or realise any Margin as provided for in these Margin Service Terms or the Terms.  In addition, you hereby (i) charge and agree to charge, with full title guarantee, in favor of Binance by way of first fixed charge, and (ii) assign and agree to assign, with full title guarantee, to Binance, by way of security, all your rights to, and interests in, your Margin Accounts (including any sub-accounts) and any and all Digital Assets, or Other Assets standing to the credit thereof as continuing security for the payment and discharge of the Secured Obligations.  Notwithstanding any provision of the Terms (nor any other agreement between us at any time) to the contrary, you have no right to submit any Instructions to request a withdrawal of any Digital Assets other than in accordance with clause 7 (Margin Requirements).  The security constituted by these Margin Service Terms shall be a continuing security and shall not be satisfied by any intermediate payment or satisfaction of  part of the Secured Obligations but shall secure the ultimate balance of the Secured Obligations.  The security constituted by these Margin Service Terms shall be in addition to and shall not be affected by any other security now or subsequently held by Binance for all or any of the Secured Obligations.

5.12. You shall, at your own cost and upon Binance’s request, execute and do all such deeds, acts and things (including without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents) as Binance may reasonably require for the purposes of protecting Binance’s Legitimate Interests under these Margin Service Terms, including but not limited to perfecting Binance’s rights to the Margin provided by you. 

5.12A You appoint Binance and our authorised agents as your attorneys.  You may not revoke this appointment until all Secured Obligations are released in accordance with these Margin Service Terms.

Any attorney may do all acts, and execute all documents which you could yourself execute, in relation to any of the Margin or in connection with any of the matters provided for in these Margin Service Terms or the Terms, including (but without limitation):  

  1. to execute any transfer, bill of sale or other assurance in respect of your Digital Assets, moneys, fiat currencies and properties; 

  2. to exercise all the rights and powers of yours in respect of the Margin; 

  3. to ask, require, demand, receive, compound and give a good discharge for any and all moneys and claims for moneys, Digital Assets or specific performance due and to become due under or arising out of any of the Margin;

  4. to endorse any cheques or other instruments or orders in connection with any of the Margin; and

  5. to make any claims or to take any action or to institute any proceedings which Binance considers to be necessary or advisable to protect or enforce the security interest created by these Margin Service Terms.

5.13. Subject to Applicable Law, Binance may deposit in Binance’s general account or any other account, any of your Margin in your Margin Accounts and may commingle such Margin with the Digital Assets, moneys, fiat currencies and properties of Binance or of some other persons.  Any Margin and other Digital Assets held by Binance on your behalf or on behalf of other users shall be segregated from Binance’s own Digital Assets, moneys, fiat currencies and property by way of separate ledger accounting entries.  Subject to Binance’s rights under these Margin Service Terms and the Terms (including, without limitation, Binance’s rights pursuant to a Liquidation and/or the occurrence of a Default), Binance will not use, sell, transfer, loan, hypothecate, rehypothecate or pledge any Margin allocated to your Margin Accounts, unless instructed by you, authorised under these Margin Service Terms or the Terms, or compelled by a court of competent jurisdiction to do so.

5.14. You acknowledge and agree that no interest shall be paid on any Margin transferred by you to Binance and held in your Margin Accounts and that Binance shall not have any liability for fluctuations in the fiat currency-equivalent value of Margin allocated to your Margin Accounts. 

5.14A In the event of a Default or a Liquidation and after exercising its rights under these Margin Service Terms, Binance is not required to deliver to you the identical property delivered or otherwise transferred to your Margin Accounts as Margin, but only property of substantially the same kind and amount, subject to adjustments for quantity and quality variations.  You acknowledge and agree that when Binance uses the Margin in your Margin Accounts for any purpose as set out in these Margin Service Terms (including, without limitation, pursuant to a Liquidation and/or Binance’s rights in respect of a Default), such Margin will no longer be your property and shall neither constitute a loan nor constructive trust in your favour.  Binance does not act as a fiduciary to you.

5.15. All Margin shall be held subject to Binance’s general rights as set out in the Terms and as afforded by Applicable Law. 

5.16. Subject to the Terms, and in its discretion, Binance may permit you to open sub-accounts for the purposes of the Margin Services.  Each sub-account shall be treated as a separate Margin Account for the purposes of these Margin Service Terms.  The Margin Balance shall be calculated separately in respect of each sub-account.  Any Limits shall apply to the aggregate of all sub-accounts.

6. Margin Loans and Margin Trading

6.1. Subject to these Margin Service Terms and the Terms, Binance may provide to you, and you may obtain from and return to Binance from time to time, Digital Assets (each such provision of Digital Assets, a “Margin Loan”) to enable you, through the margin trading features available on the Platform, to execute a spot Transaction using the borrowed Digital Assets (“Margin Trading”, and each such trade, a “Margin Trade”).  Digital Assets acquired in a Margin Trade shall be credited to the relevant Margin Account and shall constitute Margin in that Margin Account.

6.2. Binance may accept or decline a request for a Margin Loan.  If accepted, a Margin Loan shall only be used by you for the purpose of Transactions on the Platform or as otherwise allowed under these Margin Service Terms.

6.3. Binance shall have the right to reduce, cancel, close out or vary, and, from time to time, review a Margin Loan and nothing in these Margin Service Terms shall be deemed to impose on Binance any obligation to make or continue to make a Margin Loan available to you.  Binance will exercise this right in accordance with these Margin Service Terms.

6.4. You acknowledge and agree that Binance may impose limits on the amount of Digital Assets available under a Margin Loan, the size of any Margin Trade, the amount of any Digital Asset that may be held in or withdrawn from a Margin Account or on any other relevant parameters in connection with the Margin Services (the “Limits”).  The Limits as applicable from time to time will be accessible on the  Platform.  You further agree that Binance may, from time to time, alter the Limits with or without prior notice to you and that Binance shall, without liability to you, be entitled to reduce, cancel, close out or vary any Margin Loan or Margin Trade to bring it into compliance with any Limit.  Binance will exercise this right in accordance with these Margin Service Terms.

6.5. Limits and Margin Requirements may vary for different users, depending, without limitation, on the composition of Eligible Margin in the relevant users’ Margin Account and their VIP level.

6.6. If Binance reasonably determines that you, and/or persons Binance reasonably believes to be acting in concert with you (the “Group”), have acquired or are acquiring a long or short position in a Digital Asset, or a number of related Digital Assets, of a size relative to the total amount of such Digital Asset(s) in circulation, that (a) gives you and/or the Group substantial power to influence the price of such Digital Asset(s), or (b) could put the interests of Binance and/or the interests of other users materially at risk (each a “Market Concentration Event”) then, without prejudice to any of our other rights under these Margin Service Terms and the Terms, we may  require you to (i) return all or part of the Digital Assets provided under any Margin Loan, and/or (ii) substitute other Eligible Margin for the Digital Asset(s) to which the Market Concentration Event relates, if possible, and/or (iii) reduce your long or short position in the relevant Digital Asset(s) in your Margin Account in a manner that minimises any negative impact on the market and/or the interests of other users and/or Binance.

6.7. If Binance determines that Margin in any Margin Account is concentrated in Eligible Margin (a) that is subject to particular material market risks and/or is not sufficiently liquid, or (b) where the lack of diversification itself poses additional material risks, and Binance determines that such concentration may expose Binance and/or other users to excessive risks (each, a “Margin Concentration Event”) then, without prejudice to any of our other rights under these Margin Service Terms and the Terms, we may require you to (i) repay all or part of any Margin Loan, and/or (ii) diversify the Eligible Margin in any Margin Account, either by adding additional Eligible Margin or by substituting Eligible Margin for the Digital Asset(s) to which the concentration risks in (a) and/or (b) above are related.

6.8. In respect of any Margin Account, subject to the laws of any jurisdiction to which you are subject, you must select a permitted level of leverage to apply to each relevant Margin Account, thereby specifying the maximum initial leverage. By default, each new Margin Account is set to a permitted level of leverage determined by Binance.  You may elect to apply the maximum leverage permitted by Binance and subject to the laws of any jurisdiction to which you are subject, once such Margin Account has been opened.

7. Margin Requirements

7.1. You acknowledge and agree that it is your responsibility to monitor the Margin Requirements for your Margin Accounts.  You agree to maintain in the relevant Margin Account, at all times during the term of a Margin Loan, an amount of Eligible Margin sufficient to satisfy the Margin Requirements from time to time.

7.2. If at any time your Margin Account does not contain the amount of Eligible Margin required to meet the Margin Requirements you agree to transfer additional Eligible Margin to your Margin Account, whether or not a Margin Call has been made by Binance, to satisfy such Margin Requirements.

7.3. Without prejudice to any of Binance’s rights under these Margin Service Terms, the Terms or any Applicable Law, and unless otherwise agreed by Binance: 

7.3.1. in respect of a Cross Margin Account with a 3x leverage limit :

(A) if the Margin Level is greater than 1.1 and if the Collateral Margin Level is below or equal to 1.5, you may enter into Margin Trades but you may not apply for further Margin Loans; 

(B) if the Margin Level is greater than 1.1 but below or equal to 1.3, we may, but are not obliged to, issue a Margin Call;

7.3.2. in respect of a Cross Margin Account with a 5x leverage limit:

(A) if the Margin Level is greater than 1.1 and if the Collateral Margin Level is below or equal to 1.25, you may enter into Margin Trades but you may not apply for further Margin Loans; 

(B) if the Margin Level is greater than 1.1 but below or equal to 1.16, we may, but are not obliged to, issue a Margin Call;

7.3.3. in respect of a Cross Margin Pro Account:

(A) if the Margin Level is greater than or equal to 1.5, you may enter into Margin Trades but your ability to apply for further Margin Loans depends on your Available Margin; and

(B) if the Margin Level is greater than 1 but below or equal to 1.5, we may, but are not obliged to, issue a Margin Call.

7.4. Without prejudice to any of Binance’s rights under these Margin Service Terms, the Terms or any Applicable Law, and unless otherwise agreed by Binance, if the Collateral Margin Level: 

7.4.1. in respect of a Cross Margin Account is greater than 2, you may transfer Margin out of the Cross Margin Account up to a maximum amount that will reduce the Collateral Margin Level to 2. 

7.4.2. in respect of a Cross Margin Pro Account if the margin level is  greater than 5 , you may transfer Margin out of the Cross Margin Pro Account up to a maximum amount that will reduce the  Margin Level to ‎5 .

7.5. Without prejudice to any of Binance’s rights under these Margin Service Terms, the Terms or any Applicable Law, and unless otherwise agreed by Binance, if the Margin Level in respect of an Isolated Margin Account is:

7.5.1. greater than 2, you may enter into Margin Trades, apply for further Margin Loans and you may transfer Margin out of the relevant Isolated Margin Account, subject to maintaining the Margin Level above 2;

7.5.2. greater than the Initial Risk Ratio but below or equal to 2, you may enter into Margin Trades and apply for further Margin Loans, but you may not transfer Eligible Margin out of the relevant Isolated Margin Account;

7.5.3. greater than the Margin Call Ratio but below or equal to the Initial Risk Ratio, you may enter into Margin Trades, but you may not apply for further Margin Loans or transfer Eligible Margin out of the relevant Isolated Margin Account;

7.5.4. greater than the Liquidation Risk Ratio but below or equal to the Margin Call Ratio or the User-specified Margin Call Ratio, as applicable, we may, but are not obliged to, issue a Margin Call.

7.6. Binance may  limit or restrict transfers of Eligible Margin out of a Margin Account or any other of your Binance Accounts in its discretion, in whole or in part, to protect its Legitimate Interests.

7.7. You acknowledge and agree that, if:

(i) the Margin Level in respect of a Cross Margin Account is equal to or below 1.1; or, 

(ii) the Margin Level in respect of a Cross Margin Pro Account is equal to or below 1; or, 

(iii) the Margin Level in respect of an Isolated Margin Account is equal to or below the Liquidation Risk Ratio, 

Binance may, and shall be fully entitled (but shall not be obliged) to conduct a Liquidation, whether or not a Margin Call has been made.  Binance is not required to provide notice to you before commencing such Liquidation as having a right to take such an action is necessary for Binance in order to manage its risk associated with the Margin Service.  Binance will provide you with notice as soon as reasonably practicable in the circumstances, which may be following the Liquidation.

7.8. You give Binance the authority and discretion to sell or otherwise transfer, take over or dispose of any or all Liquidated Assets in such manner as Binance, in its discretion, sees fit.  You acknowledge and agree that, in connection with a Liquidation:  (i) the Liquidated Assets may be transferred to the account of a third party service provider and/or an affiliate of Binance (“Liquidation Service Provider”) and such Liquidation Service Provider may liquidate such assets; (ii) once the Liquidation of such assets is completed, such Liquidation Service Provider will transfer the resulting proceeds to Binance; and (iii) Binance will credit any proceeds (net of any fees) back to the relevant Margin Account to be applied in accordance with the terms of these Margin Service Terms.

7.9. In respect of any Liquidation, you will be liable for a liquidation fee, calculated as a percentage of the value of the Liquidated Assets (the “Liquidation Fee”).  The value of the Liquidated Assets will be determined by Binance acting in good faith and in a commercially reasonable manner having regard to relevant market data.  The rate at which the Liquidation Fee is charged (the “Liquidation Fee Rate”) is (i) 2% in respect of any Cross Margin Account, (ii) 3% in respect of any Cross Margin Pro Account, and (iii) 2% in respect of any Isolated Margin Account. 

7.10. You further acknowledge and agree that (i) you shall be liable for all trading fees and transaction costs reasonably incurred by Binance relating to the Liquidation, (ii) you shall be liable for any losses incurred by you or any shortfalls resulting from the Liquidation, and (iii) Binance shall not be liable for any losses resulting from the Liquidation should Binance exercise any or all of its rights under these Margin Service Terms.  However, you will not be liable for any amounts arising from the negligence, fraud or wilful misconduct of Binance, our employees, or persons acting on our behalf or at our direction.

7.11. If we do not exercise a right or remedy fully or at a given time, including a right to make a Margin Call , we may still exercise it later.  This includes where we delay or defer doing so, or we temporarily waive or vary a requirement. 

7.12. All open positions in your Margin Accounts will be marked-to-market every minute, or at such other intervals as Binance may determine from time to time in its discretion. 

7.13. You acknowledge and agree that Binance may (but is not obliged to) make Margin Calls on you in respect of any of your Margin Accounts orally or in writing or in such other reasonable manner as Binance may in its discretion determine is appropriate.  Without prejudice to the generality of the foregoing, you acknowledge and agree that Binance may contact you via telephone at any time on any of the telephone numbers provided by you to Binance for the purposes of any Margin Calls.

7.13A It is your obligation to ensure that a Margin Call does not occur by meeting the Margin Requirements.  

7.14. You agree to ensure that you are contactable to receive a Margin Call and keep your contact information with Binance up to date. If a Margin Call is made by Binance, you must meet the Margin Call by transferring additional Eligible Margin to the relevant Margin Account within the time specified by us (acting in a commercially reasonable manner).   

7.15. Binance may permit you to specify on the Platform the Margin Level or User-specified Margin Call Ratio, as the case may be, at which a Margin Call may be issued.  You acknowledge and agree that if you change the Margin Services obtained or otherwise make a change that affects the leverage levels applying to any Margin Service, this may mean that the specified Margin Level or User-specified Margin Call Ratio does not result in a Margin Call being made. You must ensure that you continue to keep Eligible Margin and the Margin Requirements under review. 

7.16. We may make available to you a feature on the Platform to enable an “auto top-up” function, which automatically transfers Eligible Margin from your spot account to the relevant Margin Account when the Margin Level in respect of that Margin Account falls below the Margin Call Level, Margin Call Ratio or User-specified Margin Call Ratio, as applicable.  You acknowledge and agree that activating this feature on the Platform does not oblige Binance to issue a Margin Call and that there is no guarantee that a transfer of Eligible Margin will be made in time or be sufficient to avoid Liquidation.

7.17. You acknowledge and agree that if the proceeds of Liquidation are insufficient to satisfy your Cross Margin Total Liabilities, Cross Margin Pro Total Liabilities and/or Isolated Margin Liabilities, you will be liable for any shortfall and such amount shall be immediately due and payable from you to Binance. 

7.18. You acknowledge that, as Digital Asset markets are open 24 hours a day, 7 days a week, Margin Calls and Liquidations may occur at any time, including outside of normal business hours.  You further acknowledge that the prices of Digital Assets are volatile and may decline speedily in value. 

7.19. Without prejudice to clause ‎7.17 above, if the proceeds of Liquidation are insufficient to repay your Cross Margin Total Liabilities, Cross Margin Pro Total Liabilities and/or Isolated Margin Liabilities, Binance may, in its discretion, decide to cover the shortfall due by you, in whole or in part, with funds from the Margin Fund , in which case you shall be relieved of any further liability in respect of such portion of the shortfall that Binance has agreed to cover from the Margin Fund.  You have no entitlement to receive the benefit of the Margin Fund  and Binance is not obliged to provide any reason for its decision whether to make such benefit available to you or not.  Binance shall under no circumstances be liable for any decision whether to make the Margin Fund  available in a particular case or not. 

7.20. You waive any right which you may have of first requiring Binance to proceed against or claim payment from any other person or enforce any guarantee or security before enforcing these Margin Service Terms.

7.21.  A payment or transfer is not taken to discharge any obligation under these Margin Service Terms to the extent that such payment or transfer is later claimed to be void or voidable for any reason.  You will continue to be liable as if such payment or transfer had not occurred.

7.22. Without prejudice to clause 7.1 above, you acknowledge and agree that it is your sole responsibility to monitor the Margin Requirements for your Cross Margin Pro Accounts, and agree to maintain in the relevant Cross Margin Pro Account, at all times (including, without limitation, during periods of market volatility) during the term of a Margin Loan (regardless of whether you have received any reminders from Binance with respect to the satisfaction of Margin Requirements and/or whether any Margin Call has been made), an amount of Eligible Margin sufficient to satisfy the Margin Requirements as specified by Binance from time to time.  Any failure by you to satisfy a Margin Call or satisfy the Margin Requirements in any of your Cross Margin Pro Accounts may lead to your positions being subject to immediate Liquidation and/or Binance exercising its rights as set out in clause 11 below.  Binance shall have no obligation to you or any third party to issue any reminders with respect to the satisfaction of Margin Requirements of any Cross Margin Pro Account, to issue any Margin Call in respect of any Cross Margin Pro Account and to monitor the Margin Balance of any Cross Margin Pro Account. Binance shall have no liability to you or any third party in connection with any failure of Binance to perform any of the aforementioned acts.

7.23. Without prejudice to clause 7.1 above, you acknowledge:

(i) it is your responsibility to monitor the Margin Requirements and maintain the required Eligible Margin, whether or not you have received any reminders or Margin Call from Binance; and

(ii) whether or not a Margin Call has been made, Binance may at any time exercise its rights under section 11 (Default, Termination and Liquidation).

8. Repayment of Margin Loans

8.1. Notwithstanding anything to the contrary, you   agree to return any Digital Assets provided to you under any Margin Loans plus Interest and any other fees, charges (including any other amounts owing, due, incurred or payable by you to Binance under these Margin Service Terms in respect of such Margin Loans), on demand by Binance.  To the extent not prohibited under Applicable Law, Binance may apply the proceeds from the sale of any Digital Assets, first to the payment of any Interest then due, then to any outstanding fees, charges or other expenses then due to Binance, and then to the payment of any principal amount outstanding on the Margin Loans.

9. Interest, Fees and Charges

9.1. Simple interest accrues in respect of any Margin Loan on a one-hourly basis (such one-hourly period being an “Interest Period”).  In relation to any Margin Loan entered into at any time, each Interest Period shall be for a period of one hour, and such Interest Period shall commence at the start of the relevant hour (e.g. 13:00, 14:00 etc.) and end at the end of such hour.  For the avoidance of doubt, (i) the Interest Period of a Margin Loan entered into at a time which is not at the start of an hour shall be deemed to commence at the start of that hour and end at the end of that hour (e.g. for a Margin Loan entered into at 14:55:00, the Interest Period shall commence on 14:00:00 and end on 14:59:59) and (ii) each subsequent Interest Period during the time such Margin Loan is subsisting shall commence at the top of each subsequent hour. 

9.2. The rate of interest of each Margin Loan during an Interest Period is specified on the Margin Data Page from time to time (the “Interest Rate”).  The amount of Interest which accrues in respect of a Margin Loan during an Interest Period shall be calculated as follows:  “Interest” = the principal amount of Digital Assets then outstanding under the Margin Loan * Interest Rate.

9.3. You agree to promptly pay all of Binance’s fees, interest and/or other charges at such rates and in such manner as Binance may impose and stipulate from time to time in accordance with these Margin Service Terms or Terms with respect to the execution and/or performance of any Transaction or otherwise for the maintenance of any Margin Account or the provision of any service or Margin Loan to you or in connection with any Margin Account.

9.4 Binance reserves the right from time to time in its discretion to vary the rates of fees, interest and charges or impose other fees and charges.  Fees, interest and other charges may be quoted on Binance’s website or mobile application or individually notified via other modes of communication as Binance in its discretion may deem fit.  It is your responsibility to ensure that you are aware of current applicable fees, interest rates, and charges.

9.5. You agree to deliver to Binance promptly any Digital Asset in respect of any Transaction or the Margin Services upon demand by Binance, and, in any event, within any timeframe that may be specified by Binance.

9.6. All fees, charges, Interest or sums payable from you to Binance may be settled by Binance at its discretion on the day they fall due by debiting your Margin Account or any other Binance Account with the relevant amount payable by you, being an amount of Digital Assets.  In the event that there are insufficient Digital Assets, in your Margin Account or your other Binance Accounts, you acknowledge and agree that any amount payable from you under this clause is immediately due and owing by you to Binance.

9.7. If at any time and for any reason whatsoever, the Interest Rate set under these Margin Service Terms exceed the maximum rate of interest permitted to be charged by Binance to you under Applicable Law, you and Binance agree that such Interest Rates will be reduced automatically to the maximum rate of interest permitted to be charged under Applicable Law.

9.8.  Binance shall be entitled at its discretion to charge additional interest on any sum or payment that is due to Binance from you but unpaid (including any Margin Loans) at a rate determined by reference to the applicable rate as set out in the Margin Data Page plus 2%, and to debit any Binance Account (including, without limitation, any Margin Account) in respect of such additional interest due. 

9.9. All payments to Binance shall be in such Digital Assets specified by Binance and free of deduction or withholdings (if applicable).  If you are required to effect such deductions or withholdings, then the amount due to Binance will be increased by such amount as will result in Binance receiving an amount equal to the amount Binance should have received in the absence of such deduction or withholding. 

9.10. Any applicable taxes, duties, disbursements, costs and/or other expenses reasonably incurred by Binance in connection with you or your Margin Account will be promptly reimbursed by you, and in any event within any timeframe specified by Binance. This does not include any amounts incurred through the negligence, fraud or wilful misconduct of Binance, our employees or persons acting on our behalf or at our direction.

9.11. You will on demand indemnify and hold harmless Binance for and against all reasonable out-of-pocket expense, including legal fees, execution fees, and stamp, registration, documentation or similar tax, incurred by Binance by reason of the enforcement and protection of its rights under these Margin Service Terms, the Terms or otherwise, including, but not limited to, costs of collection and costs incurred by or on behalf of Binance in connection with the liquidation, appropriation and/or application of any Margin.  This does not include any amounts incurred through the negligence, fraud or wilful misconduct of Binance, our employees or persons acting on our behalf or at our direction.

9.12. If for any reason Binance cannot deliver to you in a Digital Asset in which delivery is due, Binance may deliver the equivalent in any other Digital Asset selected by Binance based on a rate of exchange determined by Binance in good faith respect thereof at the relevant time. 

9.13. All interest, fees and other charges of Binance are exclusive of any goods and services tax or any other applicable sales tax which shall be borne and separately charged to you. 

10. Airdrops and Forks

10.1. If, while the relevant Margin Loan is outstanding, any Digital Assets that have been credited to a Margin Account as the proceeds of a Margin Loan, including any Digital Assets that were obtained via the Margin Loan and then sold short in a Margin Trade, (i) entitle the holder of such Digital Assets to receive a certain quantity of the same or another Digital Asset (an “Airdrop”), and/or (ii) are subject to a Fork, then, in respect of the Digital Assets distributed as part of such Airdrop (the “Airdropped Assets”) and/or the Forked Digital Assets (together with the Airdropped Assets, the “Additional Assets”), (A) you shall have no right to the Additional Assets and Binance is not  obliged to account to you for such Additional Assets, and (B) if (1) you have sold short the relevant Digital Assets in a Margin Trade, (2) your Binance Account has been erroneously credited with the Additional Assets, or (3) you receive the Additional Assets outside your Binance Account, for example because the Digital Assets subject to the Airdrop or Fork have been transferred out of your Binance Account, you agree to account to Binance for the Additional Assets and they shall be a debt owed by you to Binance and such debt shall form part of the relevant Margin Loan.  Binance may, at its discretion, (i) at any time demand separate payment of such amount or debit your Binance Account (including your spot account or any Margin Account) to satisfy such debt, and (ii) demand or accept payment of an amount denominated in another Digital Asset, equivalent to the value of the Additional Assets due from you to Binance, converted at such rate as Binance may determine in its discretion.

10.2. Binance is under no obligation to pay any compensation to you in any form in respect of the Additional Assets.  At no time will any Additional Assets be included in the calculation of the Margin Balance.

11. Default, Termination and Liquidation

11.1. The following events each constitute a “Default”:

11.1.1. your Eligible Margin in the Margin Account falls below the Margin Requirements as prescribed by Binance;

11.1.2. any representation, warranty, agreement or undertaking made by you to Binance (whether under or in connection with these Margin Service Terms (including, without limitation, clause ‎5 (Margin Services)), the Terms, any Product Terms or otherwise) or any other material statement made by you in or in connection with the same being untrue, inaccurate, incomplete or misleading in any material respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any material respect and you fail to inform Binance of the true position as soon as reasonably practicable;

11.1.3. you have failed to comply with or perform any of your obligations hereunder or in respect of any Margin Account or Margin Trade or under these Margin Service Terms, the Terms or any Product Terms (including without limitation your failure to make, when due, any payment or delivery required to be made by you under these Margin Service Terms or the Terms or in respect of any Margin Account or Transaction);

11.1.4. you have breached or are subject to enforcement or administrative action by relevant authorities for breaching any Applicable Law or are subject to a publicly announced investigation by relevant regulatory authorities for breaching any Applicable Laws;

11.1.5. you fail to promptly provide Binance with documentation requested by Binance for the purposes of any:  (i) “know your customer” checks, including, without limitation, documentation required for the purposes of verifying your identity, place of address, legal authority/capacity and client classification status, and/or (ii) credit checks, anti money laundering requirements or any other internal assessments conducted by Binance and/or Binance 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 Binance;

11.1.6. (in the event that you are a natural person), you become deceased, bankrupt, of unsound mind or insane, or you have commenced an 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;

11.1.7. (in the event that you are acting on behalf of a partnership) any of the partners thereof has become deceased, bankrupt or insane, or such partners have commenced an action (or have any action commenced against them) to place any of the partners into bankruptcy or personal insolvency or are otherwise unable to pay their debts as and when they fall due, or if an action is commenced to dissolve and/or alter the partners or the constitutions of the partnership;

11.1.8. (in the event that you are acting on behalf of a corporation) the corporation is unable to pay its debts as and when they are due, or an action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;

11.1.9. 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), or steps are taken by any person to enforce any security interest against you that has a material impact on your ability to perform your obligations under these Margin Service Terms;

11.1.10. 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;

11.1.11. Binance has reasonable concerns in relation to your creditworthiness, financial status or the verification of your identity (including, without limitation, any verification of your place of residence or place(s) from which you are accessing the Margin Services);

11.1.12. Binance determines that you have acted in an abusive manner to any representative of Binance or other users;

11.1.13. Binance is not able to contact you within 24 hours of attempting to establish any contact using reasonable means and contact points known to Binance, unless alternative arrangements have been made between you and Binance with reference to a specific absence by you;

11.1.14. Binance determines in good faith  that it should take any action in order to preserve its rights or interests under any Binance Account or Margin Account or under its relationship with you;

11.1.15. a Market Concentration Event and/or a Margin Concentration Event occurs;

11.1.16. Binance reasonably believes that any of the circumstances set out under clauses ‎11.1.1 to ‎11.1.15 above are reasonably likely to happen and Binance also reasonably believes that any action described in clause ‎11.2 below is necessary to protect its Legitimate Interests; or

11.1.17. a credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation, market abuse or other material illegality, breach of regulation or impropriety is made against you (whether by Binance or a third party) or Binance otherwise believes that you have used the Margin Services with improper intent, which Binance determines, acting in good faith, could reasonably result in reputational harm to Binance, compromise the integrity of the markets maintained by Binance and/or result in losses being sustained by other clients of Binance. 

11.2. Without prejudice to any other right of Binance hereunder, under the Terms, any Applicable Law or otherwise, if a Default occurs, Binance may (but is not obliged to) immediately or any time thereafter, while such Default is continuing, give you notice requiring that you rectify the Default within the specified notice period.  Binance will give you at least 14 calendar days’ notice unless Binance considers that the Default is of a kind where it might be necessary to give no notice or a short notice period to manage a material risk to us or where Binance reasonably believes immediate action is reasonably necessary to protect its Legitimate Interests.

11.3. If you do not rectify the Default during the notice period, Binance may, without further notice, do any one or more of the following:

11.3.1. suspend (indefinitely or otherwise), place restrictions on, cancel or terminate any Binance Account, Margin Account, or Binance’s relationship with you or prohibit you from using some or all Binance Services (including withdrawals from your Binance Accounts and/or entering into new Transactions) or opening any Binance Account and/or Margin Account and accelerate any and all of your liabilities to Binance (including any and all of your Margin Loans, fees, interests, and charges owed by you to Binance) so that they shall become immediately due and payable;

11.3.2. at such times and in such manner as Binance and/or (as the case may be) any Liquidation Service Provider may determine in good faith (based on factors including, but not limited to, market conditions, liquidity and portfolio health), sell, dispose of or otherwise transfer, appropriate, apply or take over any or all Margin and/or any or all Other Assets at values which Binance and/or (as the case may be) any Liquidation Service Provider, in its  discretion, deems appropriate in the circumstances (or at values determined over the Valuation Period, as the case may be) (any such act being a “Liquidation”) and apply the proceeds (net of any fees incurred by Binance and/or (as the case may be) any Liquidation Service Provider in such Liquidation) to the discharge of your obligations.  

11.3.3. set-off any amounts owed by Binance or any of its affiliates to you against any amounts payable by you to Binance or any of its affiliates (whether or not arising under these Margin Service Terms, the Terms, Applicable Law or otherwise, matured or contingent and irrespective of the Digital Asset or fiat currency, place of payment or place of booking of the obligation).  If the amounts are in different Digital Assets and/or fiat currencies, Binance or any of its affiliates (including without limitation any service provider to or affiliate of Binance) may convert either amount into the Digital Asset and/or fiat currency in which the other is denominated at the rate of exchange at which Binance or any of its affiliates would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount of such Digital Asset and/or fiat currency.  If any obligation is unascertained, Binance may in good faith estimate that obligation and set-off in respect of the estimate.  Nothing in this clause ‎11.3.3 will be effective to create a charge or other security interest.  This clause ‎11.3.3 will be without prejudice and in addition to any right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which Binance is at any time other entitled or subject (whether by operation of law, contract or otherwise);

11.3.4. demand any shortfall after the application of clauses 11.3.2 and ‎11.3.3 above from you;

11.3.5. do or omit to do anything which Binance reasonably believes to be necessary, desirable or expedient to protect Binance and/ or its other users; and/or;

11.3.6. exercise such other authority and powers that may have been conferred upon Binance by these Margin Service Terms and/or the Terms and/or under Applicable Law.

11.4. Binance may take one or more of the actions set out in clause 11.3. without giving you prior notice or waiting for the expiry of any specified notice period, if any one or more of the following is satisfied:

11.4.1. Binance reasonably believes that the Default is of a kind that cannot be remedied;

11.4.3. Binance reasonably believes that we were induced by your fraud to enter into the Margin Service or provide you with a Margin Loan;

11.4.4. Binance reasonably believes that taking immediate action is reasonably necessary to protect its Legitimate Interests; or

11.4.4. Binance has made reasonable attempts to contact you without success.

11.5. Binance may, acting in good faith , elect to value (whether by itself or through a Liquidation Service Provider) the Liquidated Assets over the course of a Valuation Period.  At the end of the Valuation Period, Binance will inform you of the final valuation of the Liquidated Assets and whether their value is sufficient to discharge your obligations under the relevant Margin Loans, whether any amounts remain due from you to Binance, or whether there is a surplus to be returned to you.  Without prejudice to the generality of clause ‎11.3.1 above, Binance may, for the duration of any Valuation Period, prohibit you from using some or all Binance Services (including, without limitation, withdrawals from your Binance Accounts and/or entering into new Transactions) or opening any new Binance Account and/or Margin Account.

11.6. You agree that, in the event Margin and/or any Other Assets are liquidated by Binance and/or (as the case may be) a Liquidation Service Provider, you shall have no right or opportunity to determine the Digital Assets to be liquidated or the order, manner or price of such Liquidation.  None of Binance and such Liquidation Service Provider shall be liable for any loss sustained by you in connection with such Liquidation (or if Binance or (as the case may be) such Liquidation Service Provider delays effecting, or does not effect, such Liquidation).

11.7. Without prejudice to clause ‎11.3, in the event that Binance determines that you are in Default under clause ‎11.1.15 of these Margin Service Terms, Binance reserves the right (without liability to you or any third party) to unwind or reverse any Transactions, freeze any or all amounts allocated to your Binance Account, and/or deduct any amounts allocated to your Binance Account that relate to or arise out of any Transactions entered into by you in connection with any of the circumstances referred to in clause ‎11.1.15.

11.8. Without prejudice to clause ‎11.3.4 above, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in your Margin Account including, (but not limited to, legal counsel’s fees incurred and payable or paid by you) remaining unsatisfied after the exercise of rights and remedies by Binance under clauses ‎11.3.2 and ‎11.3.3.

11.9. Upon the occurrence of any Default or Liquidation, whether or not demand has been made, you authorize Binance to debit any of your accounts (including any Margin Account or fiat currency account) for any and all such amounts to discharge all or part of your obligations owed to Binance.

   12. Statements

12.1. You should verify all statements and confirmations in respect of the Margin Services made available to you on the Platform (“Statements”).  If you have any concerns that the Statement provided by us is not correct, you may notify Binance of those concerns and Binance will consider those concerns in good faith.  You should raise any concerns as soon as practicable.  

12.2. Where Liquidated Assets are to be valued over the course of a Valuation Period, any system-generated Statement in respect of the value of the Liquidated Assets at the start of the period of such Liquidation, if any, shall be of no effect and shall not prejudice the final value of the Liquidated Assets as determined over, and confirmed at the end of, the period of Liquidation in accordance with clause 11.3.  

12.3. Binance is committed to ensuring that Statements are accurate but mistakes may occur.  When they do, Binance is determined to make them right.  Subject to the provisions of this clause, a Statement which does not accurately reflect the relevant Transaction entered into via the Platform:

12.3.1. does not affect the validity of the Transaction which the Statement evidences; and

12.3.2. where there is Manifest Error, does not entitle you to enforce whatever is inaccurately recorded in the Statement. 

12.4 Nothing in this clause 12 precludes or extinguishes (in part or in whole) any rights or recourse that you may have under any Applicable Law (including any statutory warranties), nor any obligations or duties that Binance has to you that cannot be excluded including where those obligations or duties arise under Applicable Law.  To the extent a provision of this clause 13 has one or more of these effects, those rights, recourse, obligations or duties remain unaffected.

13. General Exclusion

13.1. In addition and without prejudice to any other right or remedy which Binance may have (under these Margin Service Terms, the Terms, any Applicable Law or otherwise), Binance shall not be liable to you in any respect for any loss or demand of whatsoever nature 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), (in the absence of fraud or bad faith of Binance) any Manifest Error howsoever arising or howsoever otherwise suffered and/or incurred by you under or in connection with these Margin Service Terms, whether such loss or demand is direct or indirect, special or consequential (including, but not limited to) loss of profit or loss of opportunity, in each case, notwithstanding that Binance may be advised of the possibility of the same arising or that the same was reasonably foreseeable.  Binance shall only be liable to you if Binance, our employees, or those acting on our behalf or at our discretion have been negligent, fraudulent or engaged in wilful misconduct.

13.2. Without prejudice to the generality of the foregoing, Binance shall not in any event be liable to you for any indirect or consequential loss, or for any loss of anticipated profits or any punitive damages.

14. Disputes, Governing Law, Jurisdiction and Arbitration

14.1. Clauses 32 (Notice of Claim and Dispute Resolution Period), 33 (Agreement to Arbitrate), 34 (Confidentiality), 35 (Governing law) and 36 (Class action waiver) of the Terms shall apply to any disputes or claims relating to, arising out of or in connection with these Margin Service Terms, including your assent to these Margin Service Terms.

15. Miscellaneous

15.1. Notwithstanding suspension or termination of your access to and use of the Margin Services, these Margin Service Terms shall continue to apply to you to the extent that there are any obligations or liabilities which remain to be performed or discharged by you under these Margin Service Terms. 

15.2. In connection with a transfer of all or substantially all the assets of Binance to a Binance Affiliate (which affiliate may be located in different jurisdiction), Binance may, upon notification to you (by way of announcement on its website recording the same or otherwise), transfer to such Binance Affiliate all of its rights, powers, liabilities and obligations under or pursuant to these Margin Service Terms and the Terms of Binance (including, without limitation, all Binance Services and Product Terms).  Upon or following such notification, such Binance Affiliate shall acquire the same rights and liabilities as it would have acquired and assumed had it been an original party to these Margin Service Terms and the Terms in substitution for Binance and (i) Binance shall be released from further obligation to you (and where you are acting as agent on behalf of an underlying client, the underlying client), and (ii) you (and where you are acting as agent on behalf of an underlying client, the underlying client) shall be released from further obligations to Binance.