Version: August 2024
* English version is a referential translation of the original Japanese version of Binance Japan OTC Terms. In the case of discrepancy between the English version and the original Japanese version of the Terms, the original Japanese version shall prevail.Â
These Binance Japan OTC Terms (this âAgreementâ) shall apply to all OTC Transactions entered into between Binance Japan Inc. (âBinance Japan,â âwe,â âour,â or âusâ) and you.
In OTC Transactions, we will broker your OTC orders and place your orders in our name to Nest Services Limited (Registration Number: 238045, Address: House of Francis, Room 303, Ile Du Port, Mahe, Seychellesďź(âNestâ), a company incorporated under the laws of the Republic of Seychelles. The effect of OTC Transactions for such orders shall be attributed to you.
All terms and references used in this Agreement that are not defined herein shall have the meaning given to them in the Binance Japan Terms of Use, as updated from time to time (the âTerms of Useâ). Where a term is defined both in the Terms of Use and this Agreement, for the purposes of this Agreement only, the definition in this Agreement shall prevail.
This Agreement shall be supplemental to and is to be read together with the Terms of Use. References in the Terms of Use to the Binance Japan Services and/or Transactions shall include references to the related services contemplated hereunder. In the event of any conflict or inconsistency between this Agreement and the Terms of Use, this Agreement shall prevail with respect to the services contemplated hereunder unless expressly stated otherwise.
This version of this Agreement shall replace and supersede any previous agreements between us with respect to OTC Transactions and any previous versions of this Agreement that may have been accepted through, or otherwise made available on, the Platform. By entering into OTC Transactions, you shall confirm your acceptance of this Agreement and the Terms of Use.
1. Definitions and Interpretation
âAccepted Orderâ has the meaning given to it in clause 4.2.
âAgreed Communication Channelâ means such methods of communication as approved by Binance Japan and agreed between you and Binance Japan from time to time, which may include (without limitation) telephone, email, Whatsapp, Telegram, online chat functionality and, if available, the Platform. Binance Japan may withdraw the use of an Agreed Communication Channel at any time for any reason.
âExpiry Timeâ has the meaning given to it in clause 4.3.
âManifest Errorâ means any error, omission or misquote (whether an error of Binance Japan or any third party) which is manifest or palpable, including a misquote by any representative of Binance Japan taking into account the current market and currently advertised quotes, or any error or lack of clarity of any information, source, commentator, official, official result or pronunciation. The fact that you may have entered into, or refrained from entering into, a corresponding financial commitment, contract or trade in reliance on an OTC Transaction consummated through the brokerage of Binance Japan (or that you have suffered or may suffer any loss whether direct, indirect, consequential or otherwise) is deemed irrelevant as a factor and shall not be taken into account in determining whether a situation amounts to a Manifest Error.
âOrderâ means an instruction issued by you to Binance Japan through an Agreed Communication Channel in such form as specified by Binance Japan from time to time, which shall constitute a request to enter into an OTC Transaction on the basis of the parameters as set out in the Order.
âOTC Servicesâ means the provision of Prices by Binance Japan to you, your submission of Trade Instructions and/or Orders, and the entry into OTC Transactions, and any related services provided by Binance Japan or any Binance Japan Affiliate in connection therewith.
âOTC Transactionâ means any bilateral over the counter transaction in Crypto Assets entered into between Binance Japan and Nest pursuant to a Trade Instruction or an Order submitted by you (or on your behalf) to Binance Japan through an Agreed Communication Channel and brokered by Binance Japan to Nest, the effect of which shall be attributed to you.
âNestâ has the meaning given to it in the preamble.
âBinance Japan Affiliateâ means Binance Japan's affiliates, individually or collectively.
âPlatformâ means the digital platform made accessible via any website, page, feature, or content owned or operated by Binance Japan, any mobile application developed or provided by Binance Japan or any application programme interface (âAPIâ) made available to you or third-party applications relying on such an API or by such other means as Binance Japan may prescribe from time to time for the use of Binance Japan Services.
âPriceâ has the meaning given to it in clause 2.1.
âPrice Proposalâ means a proposal made by you through an Agreed Communication Channel for a Price.
âProductsâ means such products as Binance Japan enables you to trade in from time to time for the purposes of the OTC services, which may include (without limitation), spot transactions in certain Crypto Assets as permitted from time to time by Binance Japan and such other products as permitted in Binance Japanâs sole discretion.
âBinance Japan Partiesâ has the meaning given to it in clause 7.2(a).
âTrade Confirmationâ has the meaning given to it in clause 3.7.
âTrade Instructionâ means a trade request or instruction issued by you to Binance Japan through an Agreed Communication Channel in such form as specified by Binance Japan from time to time, which shall constitute an offer made by you to enter into an OTC Transaction on the basis of a Price provided by Binance Japan
âTrading Limitsâ has the meaning given to it in clause 5.9.
âTrading Rulesâ means any trading rules, contract specifications and other terms applicable to the Products as made available on the Platform from time to time.
2. Prices
2.1 Binance Japan may provide indicative prices in OTC Transactions in such Products as agreed from time to time (âPricesâ). Prices will be provided in response to a Price Proposal through an Agreed Communication Channel and will consist of either a bid price and an offer price or both a bid price and an offer price, as determined by Binance Japan in its sole discretion. You acknowledge and agree that Binance Japan shall determine Prices in its sole discretion and may discontinue providing Prices in some or all Products or some or all Crypto Assets and/or cease the use of an Agreed Communication Channel at any time for any reason. Binance Japan provides no representations as to the accuracy or fitness for purpose of any Agreed Communication Channel, nor does Binance Japan accept any responsibility for any Loss incurred by you arising out of or in connection with your use of an Agreed Communication Channel except in cases of willful misconduct or negligence on the part of Binance Japan.
2.2 Binance Japan shall have sole discretion as to whether it wishes to respond to a Price Proposal. The provision of a Price by Binance Japan, whether following a Price Proposal or otherwise, does not constitute an offer to you to enter into an OTC Transaction at that Price, nor does it obligate Binance Japan to accept any subsequent Trade Instruction submitted by you.
2.3 Prices are proprietary in nature and so the Prices made available by Binance Japan may differ to other prices provided in the relevant Crypto Assets by other providers. Prices are subject to constant change and whilst Binance Japan seeks to provide Prices that are up to date, circumstances may arise where Prices provided are invalid by the time that a Trade Instruction is received by Binance Japan in relation to that Price. Binance Japan shall determine how long Prices remain valid in its sole discretion. A Trade Instruction submitted in relation to a Price that is no longer valid will be rejected.
2.4 You acknowledge that the Prices are provided solely for your use of the OTC Services and you may not communicate to third parties or otherwise use the Prices for any other reason without the prior consent of Binance Japan unless otherwise provided herein.
2.5 You acknowledge that any Price provided by Binance Japan may be inclusive of bid-ask spread and/or a mark-up determined by Binance Japan to be appropriate for you and the type of OTC Transactions. Binance Japan is not under any obligation to disclose the specific amount of any bid-ask spread and/or mark-up to you (unless otherwise agreed in writing or required by law).Â
2.6 You acknowledge and agree that to the extent you are accessing and using the Binance Convert Services for Crypto Assets offered by Binance Japan, the Terms of Use and the terms of use for other products  shall apply to govern the use of the Binance Japan Convert Services, including the use of any Binance Japan API Connection.
3. Trade Instructions
3.1 To enter into an OTC Transaction on the basis of a Price provided by Binance Japan, you may do so by entering a Trade Instruction. Each Trade Instruction must include such details as requested from Binance Japan from time to time, depending on the type of OTC Transaction you are looking to enter into, including (without limitation), the relevant trading pairs, the Price (which must be latest Price received from Binance Japan and shall not have expired or been withdrawn by Binance Japan, provided that Binance Japan may in its discretion execute (including brokering a Trade Instruction to Nest; hereinafter the same) a Trade Instruction which references a Price that has expired) and the applicable notional amount (which shall be no less than any minimum amount and no more than any maximum amount that may be specified by Binance Japan from time to time).
3.2 Binance Japan shall have no obligation to accept any Trade Instruction. Acceptance by Binance Japan of any Trade Instruction which does not comply with all of the requirements set out in this clause 3 shall not obligate Binance Japan to accept any subsequent non-confirming Trade Instruction.
3.3 Where any Trade Instruction is ambiguous or inconsistent with any other Trade Instruction, Binance Japan shall be entitled to rely and act upon any Trade Instruction in accordance with any reasonable interpretation thereof which Binance Japan believes in good faith to be the correct interpretation.
3.4 A Trade Instruction submitted by or on your behalf through an Agreed Communication Channel constitutes an offer to Binance Japan to request that an OTC Transaction be entered into between Binance Japan and Nest on the terms as set out in such Trade Instruction and that the effect of such OTC Transaction be attributed to you. Such Trade Instructions may be accepted or rejected by Binance Japan in its sole discretion. Binance Japan may reject a Trade Instruction for any reason and nothing in this Agreement or the Terms of Use (or otherwise) obliges Binance Japan to broker any OTC Transaction to Nest and consummate such OTC Transaction. Binance Japan may refuse to enter into any OTC Transaction, accept or otherwise act on any Trade Instruction without giving any reason or any notice to you. Binance Japan shall be entitled (but not obliged) to verify and be satisfied with respect to the identity of the person purporting to give any Trade Instruction or the source and origin of any Trade Instruction and Binance Japan may rely or act upon any Trade Instruction unless and until Binance Japan is satisfied as to the matters on which Binance Japan sought verification. A Trade Instruction which is not received by Binance Japan for any reason, including the failure or delay of any Agreed Communication Channel, shall be deemed rejected. Once submitted to Binance Japan, a Trade Instruction cannot be withdrawn, cancelled or amended by you once executed unless otherwise permitted by Binance Japan in its sole discretion.
3.5 Execution of a Trade Instruction by Binance Japan, which shall occur upon express confirmation by Binance Japan to you through an Agreed Communication Channel that the related OTC Transaction is âdoneâ or has otherwise been âexecutedâ, will constitute a binding agreement to an OTC Transaction between Binance Japan and Nest on the terms of the relevant Trade Instruction, the effect of which shall be attributed to you. You acknowledge and agree that, subject to the rights of Binance Japan as otherwise set out in this Agreement, an OTC Transaction cannot be cancelled, amended or unwound once entered into without the consent of both parties regardless of whether the corresponding Trade Instruction was provided as a result of any inaccuracy or error by you, including in relation to the terms of the OTC Transaction.
3.6 Binance Japan shall notify you of the execution of a Trade Instruction and entry into of an OTC Transaction through an Agreed Communication Channel but any delay in providing such notice shall not affect the effectiveness of such OTC Transaction. If you do not receive a message through an Agreed Communication Channel indicating that a Trade Instruction has been accepted and that an OTC Transaction has been entered into within promptly after submitting the Trade Instruction to Binance Japan, you shall promptly contact Binance Japan through an Agreed Communication Channel to confirm the status of the relevant OTC Transaction.
3.7 Upon consummation of an OTC Transaction, Binance Japan will provide you with a written confirmation setting out the terms of the OTC Transaction (a âTrade Confirmationâ).
4. Orders
4.1 If permitted by Binance Japan, you may submit Orders to Binance Japan through an Agreed Communication Channel by specifying the terms of such Order in the manner as directed by Binance Japan from time to time. In addition, you may request to amend or cancel existing Orders by contacting Binance Japan through an Agreed Communication channel provided such Orders have not been executed. Binance Japan may in its sole discretion accept or reject any request to amend or cancel an Order. To the extent that Binance Japan accepts your request to amend an existing Order, the amended Order will be treated as a new Order placed by you. Binance Japan will execute Orders in accordance with this Agreement and any other terms provided on the Platform.
4.2 Binance Japan may in its sole discretion accept or reject any Order and any such acceptance or rejection shall be effective upon determination by Binance Japan. Acceptance of an Order does not amount to a binding agreement between Binance Japan and you and does not oblige Binance Japan to consummate any OTC Transaction with Nest. An Order which has been accepted by Binance Japan (an âAccepted Orderâ) may be subsequently returned to you in Binance Japanâs sole discretion and Binance Japan shall not be under any obligation to consummate any OTC Transaction between Binance Japan and Nest in response to an Order regardless of whether the Order is an Accepted Order.
4.3 An Accepted Order may be executed by Binance Japan in whole or in part at any time after acceptance but no later than the latest time for execution (if any) specified by you (the âExpiry Timeâ). Any Order (or part of any Order) not executed prior to the Expiry Time shall expire at such Expiry Time. Execution of an Order (or part of an Order) by Binance Japan shall constitute a binding agreement to an OTC Transaction between Binance Japan and Nest on the terms of such Order, the effect of which shall be attributed to you. Binance Japan shall notify you of such execution through an Agreed Communication Channel but any delay in providing such notice shall not affect the effectiveness of such OTC Transaction.
4.4 Binance Japan provides no guarantee that any Order can be filled in its entirety as this depends on factors outside of Binance Japanâs control. Binance Japan may add or remove types of Orders at its sole discretion.
5. Transactions
5.1 Unless otherwise agreed, Binance Japan will enter into OTC Transactions on your behalf in the name of Binance Japan as principal. You agree that you will use the OTC Services as principal and not as agent on behalf of any other party, unless otherwise expressly agreed by Binance Japan in writing. Subject to the foregoing, Binance Japanâs duties and obligations under this Agreement and any OTC Transaction shall be solely to you and, unless expressly agreed otherwise, Binance Japan accepts no duties, obligations or responsibilities to any other party, regardless of whether Binance Japan is made aware of any such third-parties.
5.2 You acknowledge and agree that the OTC Services are provided on a non-advised basis, meaning that Binance Japan will not provide you with any advice as to the merits of any OTC Transactions. You acknowledge and agree that you are solely responsible for any decisions taken in respect of any Trade Instructions, Orders or OTC Transactions that you make. Binance Japan will not provide you with any investment, legal, tax or other form of advice, nor can you request any such advice from Binance Japan.
5.3 You acknowledge and agree that the terms in this Agreement shall be further supplemented by Trading Rules, where applicable. In the event of any conflict or inconsistency between the terms in this Agreement and the Trading Rules, the Trading Rules shall prevail with respect to the services contemplated hereunder unless expressly stated otherwise.
5.4 You acknowledge and agree that you bear sole responsibility for any reporting of OTC Transactions by you as may be required under applicable law and regulation and that Binance Japan will not provide any infrastructure, support or assistance with respect to the reporting of OTC Transactions.
5.5 Binance Japan offers no representation as to or guarantee of liquidity in any Crypto Asset and you acknowledge and agree that Binance Japan has no ability to control liquidity and that it takes no responsibility for any Loss experienced by you which is caused by or contributed to by illiquidity in any Crypto Assets. You acknowledge and agree that you shall bear the sole responsibility and risk in relation to OTC Transactions entered into by you pursuant to this Agreement.
5.6Â Binance Japan may rectify any error in your account history at any time, and reserve the right to void or reverse any transaction:
involving or deriving from a Manifest Error; or
to reflect what we reasonably consider to be the correct or fair details of the transaction.
5.7 You acknowledge and agree that, if:
Binance Japan determines that one or more prices at which one or more OTC Transactions are executed differs materially from the prevailing market price for the relevant OTC Transaction(s) at such time, or are otherwise erroneous in nature (including without limitation inadvertently presenting a bid price as an offer price or vice versa), due to the transmission of one or more incorrect prices by Binance Japan and/or in the event of extreme market volatility; or
Binance Japan has reason to believe that you have executed an OTC Transaction with improper intent or determines that there may be suspected market manipulation, including (without limitation), capitalising on opportunities where the executable price of an OTC Transaction does not reflect prevailing market rates, or taking unfair advantage of the way in which Binance Japan offers prices,
then, in each case, Binance Japan is authorised by you (without any payment or penalty due by either Binance Japan or you and provided that such action is in compliance with Applicable Law) to either:
cancel/void such OTC Transaction(s) and treat such OTC Transaction(s) as if they had never been entered into; or
amend the price(s) of such OTC Transaction(s) (upon notice from Binance Japan to you of the amended price(s)) to reflect the prevailing market price(s) as at the relevant time, as determined by Binance Japan by reference to an available source for fair market pricing.
5.8 If Binance Japan cancels an OTC Transaction pursuant to the rights referred to in clause 5.7 above, Binance Japan will reverse any transfers of Crypto Assets that have been made to and/or from your Account in connection with such OTC Transaction as if that OTC Transaction had never taken place. If Binance Japan amends an OTC Transaction pursuant to the rights referred to in clause 5.7, Binance Japan will confirm the details of the amended terms of the OTC Transaction to you through an Agreed Communication Channel and will effect such transfers of Crypto Assets to and/or from your Account as are required to reflect the terms of the amended OTC Transaction. You acknowledge and agree that you shall be solely responsible for your own transactions with any third parties that may have been entered into in connection with or reliance on any OTC Transaction(s) that may be subject to any cancellation or amendment pursuant to Binance Japanâs rights in clause 5.7 above. You further acknowledge and agree that Binance Japan shall not be liable for any losses or damages you may incur due to the transmission of one or more incorrect prices by Binance Japan and/or in the event of extreme market volatility and/or as a result of any cancellation or amendment of OTC Transaction(s), except in cases of willful misconduct or negligence on the part of Binance Japan.
5.9 You acknowledge and agree that any Trade Instructions, Orders or OTC Transactions may be subject to risk and/or limits imposed by Binance Japan from time to time which may be general or specific to you, may apply to all or certain Crypto Assets only and at all times are imposed, amended, maintained or removed at the sole discretion of Binance Japan (âTrading Limitsâ). Binance Japan may reject, or cancel or amend any Trade Instruction or Order that, in its sole discretion, breaches or will breach a Trading Limit. Except in cases of willful misconduct or negligence on the part of Binance Japan, Binance Japan shall have no liability to you for any Loss incurred in connection with any Trade Instructions or Orders which are rejected, or cancelled or amended by Binance Japan in circumstances where such Orders breach a Trading Limit. You undertake to cooperate with Binance Japan and supply all information and data that Binance Japan considers reasonably necessary to set appropriate Trading Limits with respect to the OTC Services.
5.10 You further acknowledge and agree that, in the absence of Manifest Error, Binance Japanâs records as to OTC Transactions entered into with you shall be final and conclusive. However, Binance Japan may at any time rectify any error on any entry, statement, Trade Confirmation or advice which has been proved to its satisfaction, and may demand immediate repayment from you of any Crypto Assets erroneously paid over to you as a result of such error. Any and all objections by you shall not be valid unless accompanied by supporting evidence for such objections. You undertake and agree to maintain appropriate records of all Orders and OTC Transactions as required pursuant to Applicable Law.
5.11 A Trade Confirmation which does not accurately reflect the relevant OTC Transaction entered into via an Agreed Communication Channel: (a) does not affect the validity of the OTC Transaction which the Trade Confirmation evidences; and (b) where there is Manifest Error, does not entitle you to enforce whatever is inaccurately recorded in the Trade Confirmation.
5.12 Binance Japan reserves the right to void or reverse from the outset any OTC Transaction involving or deriving from a Manifest Error or to amend the details of such OTC Transaction to reflect that which Binance Japan considers in its sole and absolute discretion acting in good faith to be the correct or fair details of such a Transaction absent Manifest Error.
5.13 Except in cases of willful misconduct or negligence on the part of Binance Japan, Binance Japan shall in no circumstances be liable to you for any Loss or demand of whatsoever nature you may suffer or incur in connection with any Manifest Error howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit, loss of opportunity.
5.14 Except in cases of willful misconduct or negligence on the part of Binance Japan, Binance Japan shall bear no Loss and/or liability whatsoever for failing to accept any Trade Instruction and/or Order for exercising or failing to exercise any discretion, power or authority conferred upon Binance Japan by this Agreement. Binance Japan shall not be liable to you for any and all Loss incurred by you arising from any loss or delay in the transmission or wrongful interception of any Trade Instruction and/or Order through an Agreed Communication Channel, including any equipment or system owned and/or operated by or for Binance Japan, except in cases of willful misconduct or negligence on the part of Binance Japan.
5.15 You agree to pay any applicable fees, expenses, charges and obligations related to your receipt of the OTC Services as specified by Binance Japan from time to time, together with any other amounts payable to Binance Japan under this Agreement and the Terms of Use.
5.16 All OTC Transactions are settled by way of a transfer of Crypto Assets directly to and from your Account on a per trade basis. Netting will not be applied between multiple OTC Transactions unless otherwise agreed in writing between you and Binance Japan. Binance Japan may agree to permit settlement of OTC Transactions to and from an external wallet held by you outside of the Binance Japan infrastructure, however is not obliged to do so. If Binance Japan permits settlement of OTC Transactions to an external wallet, you shall be solely liable for the payment of all fees and charges associated with such settlement and you undertake to fully reimburse Binance Japan on demand for any fees, charges or Loss incurred in connection with such settlement.
5.17 Binance Japan shall be under no obligation to provide valuations of OTC Transactions but if valuations are provided, they shall be for information purposes only and are intended solely for your own use. Unless expressly stated otherwise, any valuations will be indicative values based on mid-market levels from time to time on the date specified. Although valuations represent Binance Japanâs estimate of the current economic value of an OTC Transaction based upon mid-market levels, the valuations may also include adjustments to take account of, amongst other things, transaction size, market liquidity, and/or use of capital. For certain OTC Transactions, it may be necessary to make assumptions relating to future market conditions and derive valuations from internal proprietary models. Valuations based on different assumptions and/or models may yield different results. Any valuations provided by Binance Japan with respect to OTC Transactions neither represent the actual terms at which new OTC Transactions could be entered into nor the actual terms at which existing OTC Transactions could be liquidated or unwound. Binance Japan shall not be liable for any errors or omissions in computing or disseminating any valuation and shall not be liable for any Loss, claim or damages (whether direct, indirect, consequential or otherwise) which may arise to valuations provided to you that are used by you or any third party, except in cases of willful misconduct or negligence on the part of Binance Japan.
6. Representations and warranties
6.1 In addition and without prejudice to the representations and warranties made by the Parties in the Terms of Use, you hereby represent and warrant as follows each time you enter into a Transaction:
(a)You are capable of understanding and assessing the characteristics of and understanding (on your own behalf or through independent professional advice), and understand and accept the risks and the terms and conditions of the relevant Transaction and are capable of assuming, and assume, the risks of that Transaction; and
(b)you are acting for your own account and have made your own independent decisions to enter into the relevant Transaction and as to whether the Transaction is appropriate and proper for you based on your own judgment and upon advice from such advisors as you have deemed necessary. You are not relying on any communication (written or oral) made by Binance Japan as investment advice or as a recommendation to enter into the Transaction, it being understood that information or explanations in relation to the terms of a Transaction shall not be considered as investment advice or a recommendation to enter into that transaction. Binance Japan is not acting as your fiduciary or adviser in connection with that Transaction.
7. Limitations on liabilityÂ
7.1 You acknowledge and agree that the use of an Agreed Communication Channel in connection with the OTC Services is entirely at your own risk and accordingly, you assume full responsibility and risk of loss resulting from or relating to such use, except in cases of willful misconduct or negligence on the part of Binance Japan.
7.2 Without prejudice to the foregoing and without prejudice to or duplication of any disclaimers, limitations or liability and indemnity provisions set out in the Terms of Use, and except to the extent that liability cannot be excluded under any applicable law or regulation, you acknowledge and agree that:
(a) except in cases of willful misconduct or negligence, neither Binance Japan, Binance Affiliates, nor their respective directors, shareholders, member, officers, employees, attorneys, agents, representative, suppliers or contractors (collectively, âBinance Japan Partiesâ) shall be liable for any Loss, damage or claim of any kind whatsoever arising directly or indirectly as a result of: (i) any Price provided by Binance Japan; (ii) any errors in or omissions from an Agreed Communication Channel; (iii) any failure of an Agreed Communication Channel to transmit, or any delay in the transmission or receipt of any Trade Instruction or Order, any rejection or non-execution of any Trade Instruction or Order, or any delay by you in the receipt of any notification (including any Trade Confirmation) confirming that any Trade Instruction or Order has or has not been executed; or (iv) any unauthorised access to or use of an Agreed Communication Channel;
(b) Except in cases of willful misconduct or negligence of Binance Japan Parties, Binance Japan Parties shall have no liability arising from Trade Instructions, Orders, investment decisions or purchases of any third party goods or services (including financial instruments and Crypto Assets) based on any Price or any other information provided through an Agreed Communication Channel or otherwise;
(c) under no circumstances shall Binance Japan Parties be liable for any damages whatsoever, whether direct, indirect, punitive, special or consequential, that are directly or indirectly attributable to the use of, or inability to use, an Agreed Communication Channel or the OTC Services except in cases of willful misconduct or negligence of Binance Japan Parties;
(d) any Binance Japan Party shall not be liable for any failure to perform any obligation under this Agreement or for any delay in the performance thereof, due to force or condition beyond Binance Japan Partiesâ reasonable control; and
(e) except in cases of our willful misconduct or gross negligence, the total aggregate liability of Binance Japan Parties in connection with this Agreement and the OTC Services, whether based in contract, tort, or otherwise, will not exceed [one hundred thousand U.S. Dollars (USD 100,000).
