TERMS OF USE

English follows Japanese

*The English version is a referential translation of the original Japanese version of the Terms. In the case of discrepancy between the English version and the original Japanese version of the Terms, the original Japanese version shall prevail.

Last Updated: July 31st, 2024

These terms of use (hereinafter the “Terms”) constitute a legally binding agreement between you (“you” or “your”) and Binance Japan (hereinafter “Binance Japan”, “we”, “our” or “us”). We apply the Terms on your use of the Services made available to you on or through the Platform or otherwise (hereinafter “Binance Japan Services” or “Services”). The Services may be provided by us or, if specified in the Terms, any Product Terms or any additional terms (hereinafter the “All Terms”) , by any Binance Affiliate.

By starting to use the Services, you shall agree to the terms and conditions set forth in All Terms, and a contract for the Services shall be established between you and the Company.

If you register a Binance Account and access the Platform or use the Services, please read the Terms and any other terms or conditions referenced in the Terms carefully. You need to be bound by and comply with the Terms as updated and amended from time to time. In addition, if you use the Services, the provisions of the Product Terms and Privacy Notice shall prevail.

If you do not understand and accept the Terms in their entirety, please refrain from registering a Binance Account or accessing or using the Platform or any Service.

RISK WARNING

As with any asset, the value of Crypto Assets can fluctuate significantly and there is a material risk of economic loss when trading or holding Crypto Assets. You should therefore consider whether trading or holding Crypto Assets is suitable for you in light of your financial circumstances.

Further information on the risks associated with using the Services is set out in our Risk Warning, which may be updated from time to time. You should read the Risk Warning carefully, however it does not explain all of the risks that may arise, or how such risks relate to your personal circumstances.

It is important that you fully understand the risks involved before making a decision to use the Services.We do not provide investment or consulting advice of any kind and no communication or information that we provide to you is intended as, or should be construed as, advice of any kind. 

We do not provide investment or consulting advice of any kind and no communication or information that we provide to you is intended as, or should be construed as, advice of any kind. 

It is your responsibility to determine whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance and you are responsible for any associated loss or liability. We do not recommend that any Crypto Asset should be traded or held by you. Before making the decision to trade or hold any Crypto Asset, you should conduct your own due diligence and consult your financial advisor. We are not responsible for the decisions you make to trade or hold Crypto Assets based on the information provided by us, including any losses you incur arising from those decisions.

INFORMATION ABOUT OUR AGREEMENT WITH YOU

1. Introduction

1.1. About us. The Binance group is a global blockchain and ecosystem centred around an online exchange for Crypto Assets trading, which provides users with a trading platform to buy and sell Crypto Assets, an integrated custody solution allowing users to store their Crypto Assets and other Crypto Asset-related services. 

1.2. The Terms. The Terms will govern your use of the Binance Japan Services and describe you who we are, how we will provide the Binance Japan Services to you, how the Terms may be changed or terminated, what to do if there is a problem, and other important information.

You must read the Terms, together with the documents referenced in the Terms, carefully and will need to contact us if you do not understand anything.

1.3. Additional documents. The Terms refer to a number of additional documents which also apply to your use of the Services. This includes:

a. Our Privacy Notice, which sets out the terms on which we process any personal data we collect about you, or that you provide to us. 

b. Our Risk Warning, which sets out important information on the risks that can arise when trading or holding Crypto Assets. 

c. The Fee Structure page on our Website. 

d. Pre-contract documents and the terms or the terms and conditions, which set out additional terms and conditions that will apply to your use of specific Services.

You need to acknowledge that you will be bound by, and to comply with any relevant additional terms and conditions that apply to your use of the Services.

2. Eligibility

2.1. Eligibility criteria. To be eligible to open a Binance Account and use the Services, you must:

a. be an individual, corporation, legal person, entity or other organisation with the full power, authority and capacity to (1) access and use the Services; and (2) comply with your obligations under the Terms;

b. if you are an individual, be at least 18 years old;

c. if you act as an employee or agent of a legal entity, and open a Binance Account on behalf of the legal entity, you must be duly authorised to act on behalf of and bind such legal entity for the purposes;

d. not have been previously suspended or removed from using the Services;

e. not be a Restricted Person; 

f. not currently have an existing Binance Account;

g. not a resident outside of Japan;

h. Not an anti-social force, or the like, for the Services (which means an organized crime group (boryokudan), a member of an organized crime group (boryokudanin), a quasi-member of an organized crime group (boryokudan jun koseiin), a company affiliated with an organized crime group (boryokudan kankei kigyo), a corporate racketeer (sokaiya), a politically-branded racketeer (shakai undo tou hyobo goro), a special intelligence organized crime group (tokushu chinou boryoku shudan) or any other person equivalent thereto. The same shall apply hereinafter);

i. Not a person that we have determined may be a Foreign PEP; 

j. Not a person who we determine may be, or who we determine may have been in the past, a Specified U.S. Person referred to in the FATCA Statement (“Specified U.S. Person”); 

k. Not a person who may hold or has held a U.S. Taxpayer Identification Number as referred to in the FATCA Statement (“U.S. Taxpayer Identification Number”); or

l. Not any other person whom we reasonably determine is not eligible to use the Services.

2.2. Amending our eligibility criteria. We may amend our eligibility criteria pursuant to clause 19 at our sole discretion. 

3. How we contact each other

3.1. How you can contact us. For more information on Binance, you may refer to the information found on our Website. If you have questions, feedback or complaints, you can contact us via our Customer Support team at www.binance.com/en-jp/support/requests/new. The Terms may specify contact details for particular notices. Such contact details do not monitor those notices.

3.2. How we will contact you. We will contact you using the details you provide to us. This may include contacting you by email, SMS or telephone. It is important that you ensure that your contact details are correct and up to date. If your contact details change, you must let us know immediately. We will not be responsible for your failure to receive information, notices or other important information from us. 

4. Services

4.1. Specific product terms. Once you have opened a Binance Account, you will be able to use the Services in accordance with the Terms and the Product Terms that govern your use of each specific Service.

4.2. Intra-group services. You acknowledge and agree that some of the Services may be provided by Binance Affiliates, as set out in the relevant Product Terms. 

5. Chat Service

5.1. Availability of Chat Service. We may make our interactive online chat service available to you (“Chat Service”) at any time in connection with your use of any of the Services. By using the Chat Service, you may interact with a bot, chatbot, or other non-human. When engaging with us through use of the Chat Service, you authorise us to monitor and save your chats.

5.2. Important information. The Chat Service is provided as a convenience, often to facilitate your understanding of the Services. Our Chat Service will make reasonable efforts to provide you with accurate and current information based on your question or demand. Nothing we communicate in the Chat Service will be considered a legal agreement, representation or warranty as to the Services, processes, decisions, or response times. Any personal data provided to us when using the Chat Service will be subject to the applicable privacy-related policies and notices described in our Privacy Notice.

5.3. Prohibited actions. You must not use the Chat Service to send any abusive, defamatory, dishonest, or obscene message or any messages intended to manipulate a market or make any other unfair transaction prescribed in the Financial Instruments and Exchange Act or to spread false or misleading information or messages that are otherwise in contravention of Applicable Law, and doing so may result in termination of the Chat Service session and may lead to restrictions on the availability of the Services to you.

6. Fees

6.1. Payment of Fees. You agree to pay all applicable fees, interests, charges and other sums (hereinafter collectively “Fees”) in connection with your use of the Services as set out on the Fee Structure page on our Website, or otherwise communicated to you in any relevant Product Terms.

You shall authorise us to deduct all Fees that you owe from your Binance Account under the Terms or any Product Terms in accordance with the method of calculation set out on our Fee Structure page. If you owe us an amount in one Fiat Currency or Crypto Asset and do not have sufficient assets in that Fiat Currency or Crypto Asset to repay the debts, we may use another Crypto Asset held by you to effect payment (in which case we will convert the Crypto Asset you hold into the Crypto Asset in which the sums owed to us are denominated (or the Fiat Currency equivalent), at the rate currently offered on the Platform or at such other commercially reasonable rate as we may determine). In the event that there are insufficient Crypto Assets in your Binance Account, you acknowledge that any amount due and payable from you under this clause is a debt immediately due and owing by you to us in such amount and form (whether in the form of a Crypto Asset or otherwise) as we may determine, acting in a commercially reasonable manner.

6.2. Spread. In addition to our Fees, we may also include a “spread” within our quoted Crypto Asset prices.

6.3. Amending our Fees. We may adjust our Fees from time to time in accordance with clause 19.3 of the Terms.

INFORMATION ABOUT YOUR BINANCE ACCOUNT

7. Creating a Binance Account

7.1. Account opening. You must create and maintain a Binance Account in order to access the Services and the Platform. This may be a Binance Account for an individual user, or a Corporate Binance Account where the user is a corporation, entity or other organisation.

All Binance Accounts are provided in our absolute discretion. We reserve the right to refuse any application for a Binance Account without reason or to limit the number of Binance Accounts that you may hold. 

7.2. Sole benefit. By opening a Binance Account you agree that:

a. where you are an individual, you will use your Binance Account only for yourself, and not on behalf of any third party, unless you have obtained our prior written consent; and

b. where you are a corporation, a permitted user for such a corporate user (hereinafter “Permitted Users”) will use the Corporate Binance Account only for your benefit, and not on behalf of any third party, unless our prior written consent has been obtained.

You are fully responsible for all activity that occurs under your Binance Account.

7.3. Identity verification. You will need to comply with our identity verification procedures before you are permitted to open a Binance Account and access and use the Services, by providing us with certain information about yourself and, where relevant, your Permitted Users. All information that you provide must be complete, accurate and truthful. You must update this information whenever it changes. 

You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify the identity of any Permitted Users, or protect you or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such inquiries.

When we carry out inquiries, you acknowledge and agree that your personal information, and that of any Permitted Users, shall comply with our Privacy Notice, may be disclosed to identity verification, compliance data recordation, various references, fraud prevention, or financial crime agencies.

You can review our Privacy Notice to have more information about how we process your Personal Data. 

7.4. Enhanced due diligence. We may require you to comply with our enhanced due diligence procedures by submitting additional information about yourself, your business or your Permitted Users, providing additional records or documentation, or having face to face meetings with representatives of Binance.

7.5. Records. We may keep a record of your Binance Account or of your information provided to us in connection with the Services for business and regulatory compliance purposes during the lifetime of your Binance Account and after the termination or closure of your Binance Account, subject to Applicable Law. Please review our Privacy Notice for more information on how we collect and use data relating to the use and performance of our Sites and the Services. 

7.6. Sub-Accounts. At our discretion, you may create and access a Binance Sub-Account. Each user  associated with a Binance Sub-Account is subject to the identity verification procedures set out in this clause ‎7. Only one natural person or corporate entity may be associated with a particular Binance Sub-Account. 

8. Information requests

8.1. When we may request information. We may require you to provide information from you at any time for the purposes of complying with any applicable laws, regulations and rules, identity verification, or, in connection with the detection of money laundering, terrorist financing, fraud, or any other financial crime, or for any other valid reason. You agree to provide us with any such information we require and keep a record of the information. 

8.2. What happens when you provide information. Your access to your Binance Account and the Transaction limits that apply to your use of the Services may be altered as a result of information collected about you on an ongoing basis. If there is a reasonable suspicion that any information provided by you is wrong, untruthful, outdated, or incomplete, we may send you a notice to request corrections, remove relevant information, or do such other things that we consider necessary to ensure that the information provided by you is true and correct.

8.3. If you fail to provide any requested information. You must comply with any information request we send to you. If you decline to provide the requested information, or otherwise do not comply in a timely manner, we reserve the right to suspend or terminate your access to your Binance Account, or to all or part of the Services immediately, without notice.

9. Accessing your Binance Account

9.1. Access. To access your Binance Account you or, where relevant, your Permitted Users, must have the necessary equipment (such as a computer or smartphone) ready and you must have access to the internet. Your Binance Account can be accessed directly using the Platform or by such other mode of access (including APIs) as we may prescribe. You are only permitted to access your Binance Account by using the Access IDs we provide to you or your Permitted Users for such purposes. We may require multi-factor authentication to keep your Binance Account safe and secure.

The use of the Platform and other access methods may be subject to such additional terms as we communicate to you. 

9.2. Restricting access to third parties. You shall promise that any Binance Account(s) registered under your name will not be used by any person other than yourself or, with respect to Corporate Binance Accounts, your Permitted Users, other than in accordance with the Terms.

10. Account information and Transaction records

10.1. Your Account History. You will be able to access your Account History on the Platform. You must review your Account History carefully and let us know if you see any entries or Transactions that you do not recognise or you think are incorrect within fourteen (14) calendar days of the date that your Account History is provided or made available to you. 

10.2. Errors. We 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 amend the details of such Transaction to reflect what we reasonably consider to be the correct or fair details of such a Transaction absent Manifest Error. Without prejudice to the generality of the other terms in the Terms, and in the absence of any wilful misconduct or negligence on our part, 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 or loss of opportunity, even if Binance Japan had been advised of the possibility of the same arising or that the same were reasonably foreseeable.

10.3. Information sharing. We may be required under Applicable Law to share information about your Binance Account and Account History with third parties. You acknowledge and agree that we are entitled to disclose such information in accordance with our Privacy Notice. For more information about how we process your personal data you can review our Privacy Notice. 

USING YOUR ACCOUNT

11. Instructions

11.1. Giving Instructions. You must ensure that the Instructions that you have given us (which mean Instructions and all other acts that you perform on the Platform: the same shall apply hereinafter) are complete and accurate. We are not obliged to verify the accuracy, authenticity or validity of any Instructions, and will not monitor or cancel any Instructions on the basis that they overlap or appear to overlap. However, if we are in doubt as to the accuracy, authenticity or validity of an Instruction, we may refuse to act upon or defer acting upon any Instruction, or seek further information with respect to the Instruction.

Instructions are irrevocable and therefore once an Instruction has been submitted you, or your Permitted Users, have no right to rescind or withdraw it without our written consent. Your Instruction is not deemed to be received by us until it has been received by our server. Our record of all Instructions will be conclusive and binding on you for all purposes.

11.2. Acting on your Instructions. By submitting an Instruction you or your Permitted Users are authorising us to initiate the Transaction on your Binance Account. We are therefore authorised to credit or debit (or provide settlement information to third parties for the purposes of the third party crediting or debiting) your Crypto Assets from your Binance Account in accordance with your Instruction. If you have insufficient Crypto Assets or Fiat Currency in your Binance Account to effect the Transaction (i.e. less than the required amount to settle the Transaction and to pay all the fees associated with the Transaction), then we have the right to refuse to effect any Transaction. It is your responsibility to hold sufficient Crypto Assets or Fiat Currency credited or deposited in your Binance Account.

11.3. Protection of Instructions. You are aware that Instructions and information transmitted on the Platform or by email are generally transmitted via the internet. We cannot guarantee that the Instructions and information transmitted will be completely protected against unauthorised access, and you accept the associated risks.

12. Transactions

12.1. Entering into Transactions. You may delegate to us the handling of orders for Crypto-Asset and other transactions, may deal directly with us, or may deal directly with other users in accordance with the pre-contractual document and with each of the Product Terms.

We do not represent or warrant that any Transaction will be completed successfully or within a specific time period. 

12.2. Unauthorised Transactions. You are responsible for the control and use of your Binance Account. As such, we will assume that you, or a Permitted User, have authorised any Instruction sent from your Binance Account unless we are notified otherwise. It is important that you monitor your Account History to ensure any unauthorised or suspicious activity on your Binance Account is identified and notified to us as soon as possible. We are not responsible for any claim or losses resulting from a Transaction executed as a result of an unauthorised Instruction unless you have notified us in accordance with this clause in the absence of any wilful misconduct or negligence on our part.

12.3. Retention of Transaction information. You agree that we keep (but also agree that we not required to keep)  a record of all Transaction information for the lifetime of your Binance Account as long as it is required to fulfil their intended purposes, or such other period as prescribed by Applicable Law. Please review our Privacy Notice for more information on how we collect and use data relating to the use and performance of our Sites and the Services.

12.4. Deposit You can deposit fiat currency or Crypto Assets into your Binance Accounts using the methods specified by us. The deposit of fiat currency or Crypto Assets is deemed to have been deposited when we confirm and accept the fiat currency or Crypto Assets, not when the user completes the transfer or other procedures. In addition, if Crypto Assets are deposited or sent to an address other than that specified by the Company, or if fiat currency, Crypto Assets, tokens, or any other form of assets not handled by us (hereinafter referred to as "non-handling assets") are sent or deposited to the Binance account, the user is responsible for that. The Company is not obligated to return or compensate for Crypto Assets deposited or sent to an address other than that specified by us, or non-handling assets sent or deposited to the user's Binance account, and even if we agree to return the assets, it may collect costs incurred in the return. In addition, there is a risk that crypto assets or non-handling assets deposited or sent to an address other than that specified by us may be lost during the return or other process, but we are not liable for any damages caused to the user as a result of these. When depositing Crypto Assets, you will deposit them to the address specified by us (such address belongs to a wallet owned and managed by a Binance Affiliate), and we will begin managing the Crypto Assets in our cold wallet from the time we become aware of such deposit. However, in the event that we receive more deposits than our inventory, the same amount of Crypto Assets will be held in the wallet owned and managed by the Binance Affiliate for up to one business day, and as a result, if the Binance Affiliate falls into bankruptcy on the same day, we may not be able to receive the Crypto Assets from the Binance Affiliate, and as a result, there is a risk that we may also go bankrupt and not be able to return the Crypto Assets to you.

12.5. Withdrawal/Transfer At the request of the user, we will respond to the withdrawal of fiat currency or Crypto Assets from the Binance account in accordance with the method specified by  us. The user shall specify the payout or withdrawal destination at their own risk, and when we withdraw/transfer fiat currency or Crypto Assets in accordance with the user's instructions, we will be exempt from responsibility for such fiat currency or crypto assets, and we will not be responsible for the accuracy or validity of the payout or delivery destination information provided by the user.

13. Material interests and conflicts

13.1. Binance group. You understand that Binance Japan is a member of a group of companies which is involved in activities connected with Crypto Assets.

13.2. Market makers. You acknowledge, agree, and accept that: (1) Binance Affiliates may appoint one or more market makers (which may include Binance Affiliates acting in such capacity) to provide liquidity on the Platform, and any such market maker may provide liquidity on the Platform; (2) market makers may also maintain positions in various Crypto Assets as part of their market making activities, including positions in Crypto Assets that are contrary to your positions; and (3) such market making activities may be done by way of algorithmic trading.

Such market making activity can have an impact on the price of Crypto Assets and the liquidity at levels necessary to execute a transaction. We will not deliberately carry out market making activity with the intention of harming your interests and will endeavour to minimise any market impact. We may realise a profit, or equally, a loss, in connection with market making activity.

13.3. Nature of our duties. We and any Binance Affiliate may from time to time act in more than one capacity, and in those capacities we may receive Fees from more than one user (including you). You agree that we may act in such capacities and provide any other Services or carry out any business with or for you, any Binance Affiliate or any other user.

13.4. Material interests. You understand and agree that neither we nor any Binance Affiliate will be required to: (1) have regard to any information known to us, or to any Binance Affiliate, which is a material interest; (2) disclose any such information to you; or (3) use any such information for your benefit. You further acknowledge that from time to time we may receive general market information in the course providing the Services to you, which we may use in the ordinary course of our business to the extent permitted by Applicable Law.

13.5. Conflicts of interest. We have established and maintain effective organisational and administrative arrangements with a view to taking all appropriate steps to identify and manage conflicts of interest between us and our users and relevant third parties, so as to prevent conflicts of interest from adversely affecting the interests of our users. In cases where such organisational and administrative arrangements are not sufficient to ensure that the risks of damage to your interests will be prevented, we will inform you of the nature and sources of the relevant conflicts of interest and the steps taken to mitigate those risks in order to allow you to make an informed decision as to whether to continue to transact with us.

14. Transaction limits 

14.1. Your transaction limits. Your Binance Account may be subject to a limit on:

a. the amount or volume of Transactions you may undertake in connection with your Binance Account; and/or

b. the amount or value of Fiat Currency or Crypto Assets you may transfer into or out of your Binance Account, 

The above numbers shall be calculated in a given period (e.g. daily). Any applicable limits are shown in your Binance Account. 

14.2. Changes to your Transaction limits. We reserve the right to change any Transaction limit that applies to your Binance Account at any time at our discretion. It may also be possible for you to request a change in your limits. Any change will be made in our discretion and will be subject to any further conditions that we deem necessary. 

15. Supported Crypto Assets

15.1. Supported Crypto Assets. In terms of Crypto Assets, the Services are only available in connection with Supported Crypto Assets, which may change from time to time. A list of the Supported Crypto Assets is published on our Website. We may remove or suspend handling of one or more Crypto Assets from the list of Supported Crypto Assets with advance notice to you, meaning that you will no longer be able to access such Crypto Assets as part of the Services and will only be permitted to withdraw the Crypto Assets from your Binance Account. If Crypto Assets that are no longer Supported Crypto Assets remain in your Binance Account beyond a specified period notified to you, Binance Japan may in its reasonable discretion convert such Crypto Assets into a different type of Crypto Asset or fiat currency. Binance Japan shall notify you in advance of any conversion and you may withdraw such Crypto Assets within a reasonable period as specified by Binance Japan to you, prior to their conversion. 

We assume no responsibility or liability in connection with any attempt to use your Binance Account for Crypto Assets that we do not support in the absence of any wilful misconduct or negligence on our part. In addition we assume no liability or obligation whatsoever with regard to unsupported Crypto Assets sent to a Binance Account or with regard to Supported Crypto Assets sent to an incompatible Crypto Asset wallet address. If you send unsupported Crypto Assets to a Binance Account or Supported Crypto Assets to an incompatible Crypto Asset wallet address, then you will lose those Crypto Assets. For some lost Crypto Assets, Binance Japan may in its sole discretion offer you the option to attempt a recovery. We may charge fees to process the recovery attempt on your behalf. We will calculate all fees at our discretion, and notify you of the applicable fees at or before the time you authorize the recovery attempt. Binance Japan does not guarantee in any way the amount of assets (if any) that may be recovered in a recovery attempt. The actual amount recovered may differ from the estimated recovery amount. Binance Japan does not evaluate or provide any assurance as to the authenticity, safety, or security of unsupported Crypto Assets. You acknowledge and agree that Binance Japan is not liable for any loss incurred during the recovery attempt or subsequent use of the recovered Crypto Asset.

15.2. Forks. We may temporarily suspend any Services in relation to a particular Crypto Asset while we determine whether or not to support a Fork. We are under no obligation to support a Fork of a Crypto Asset that you hold in your Binance Account, regardless of whether any resulting version of such Forked Crypto Asset is a Dominant Crypto Asset or not. If we elect to support a Fork of a Crypto Asset, we will make a public announcement through our Website or by such other means as we may deem appropriate.

You shall understand and agree that we have no control over, nor do we have the ability to influence, the creation or implementation of a Fork. We can provide no assurances about the security, functionality or supply of any Crypto Asset, including both the new Dominant Crypto Asset or other Crypto Assets subject to the relevant Fork. You may not be able to trade the Forked Crypto Assets on the Platform and you may lose any value associated with the relevant Crypto Assets.

15.3 Forks and Airdrops. We make no promises, guarantees or warranties on the outcome of or support for potential or proposed Forks, Forked Digital Assets or Airdrops. We may determine in its sole discretion whether to You should not assume that Binance Japan will claim, list or distribute any Airdrop, Forked Digital Asset or any other Digital Asset, as well as the terms and conditions (including eligibility criteria) that will apply to any claim, listing or distribution of any Airdrop or Forked Digital Asset. If you wish to participate in a Fork or Airdrop, please withdraw the affected Digital Asset to your own private wallet well ahead of the potential or proposed Fork or Airdrop.

16. Transfer of Crypto Assets 

You shall agree to each of the following items with respect to the transfer of Crypto Assets:

(1) To provide the following information to us in a manner prescribed by us before requesting that we transfer Crypto Assets (which means the act of transmitting your Crypto Assets that we manage to the transferee address designated by you upon your request, and our using the information provided by you. The same shall apply hereinafter):

1. Your name and address and, where not the same person, that of a Permitted User (in the case of a corporation, this includes its name and the location of its head office or principal office.);

2. Crypto Asset address of the transferor (associated with you);

3. If the transferee is not yourself, the name of such transferee (in case of a corporation, its name) and the address thereof;

4. Crypto Asset address of the transferee;

5. If the transferee is a Crypto-Asset Exchange Service Provider prescribed in Article 2, Paragraph 16 of the Payment Services Act (“CAESP”), a Foreign Crypto-Asset Exchange Service Provider prescribed in Article 2, Paragraph 17 of the same Act (“Foreign CAESP”), or any other business operator handling Crypto Assets in Japan or abroad (collectively “Transferee Exchange”), the name of such business operator.

(2) We provide the Transferee Exchange with the information set out in the preceding item prior to the transfer of the relevant Crypto-Assets; and

(3) If Crypto Assets are delivered to a Crypto Assets address that we control and such delivery is deemed to be given for the purpose of transferring the value of such Crypto Assets to you, and the transmitter, a CAESP, has not given notification of the required information related to such delivery as provided in the preceding paragraph, you must provide the following information (however, this shall not apply to information that is not known to you):

1.the name and address of the transferor related to such delivery (in the case of a corporation, this includes its name and the location of its head office or principal office); and

2. If the transferor is a CAESP, a Foreign CAESP, or a Transferee Exchange, the name of such business operator.

(4) If you are asked to provide information that we require in addition to the information set forth in the preceding three (3) paragraphs prior to or after the transfer of the Crypto Assets, you shall promptly provide such information.

(5) If personal data related to a third party other than you is included in the information that the you must provide to us pursuant to this clause, you represent and warrant at the time of such provision that you have obtained consent from such third party that you may provide such information to us, or that we may provide such information to Transferee Exchange, and you shall be liable for any damage that we incur as a result of a failure to obtain such consent.

(6) The contents of the information that you provide to us under this clause will, to your best knowledge, be accurate, appropriate and current as of the time of transfer of the Crypto Assets;

(7) You will designate the transferee for Crypto Assets on your own responsibility and we will not be responsible for the accuracy or validity of the transferee information provided by you. If we transfer Crypto Assets based on a request from you and based on the information provided by you, in the absence of any wilful misconduct or negligence on our part, we shall not be responsible for such transfer of Crypto Assets.

(8) In the following cases, we may not transfer Crypto Assets and we may not allow you to use Crypto Assets that have been delivered to you regardless of a request received from you:

1. If you do not agree to the preceding paragraphs;

2. If you fail to provide information that is required to be provided to us under this clause;

3. If we determine that the transfer of Crypto Assets falls under an act provided for in clause 28 (Prohibitions).

17. Account security

17.1. Your responsibility. You are responsible for taking appropriate action to protect your hardware and data from viruses and malicious software, and any inappropriate material. Except as provided by Applicable Law, you are responsible for backing up and maintaining duplicate copies of any information you store or transfer through the Services. We are not liable for any damage or losses resulting from your failure to comply with this clause in the absence of any wilful misconduct or negligence on our part.

17.2. Security measures. At all times, you and any Permitted Users shall maintain adequate security and control of all of your Access IDs. You are responsible for taking the necessary security measures (or ensuring that your Permitted Users take such measures) to protect your Binance Account and to keep your Access ID secure, including by:

a. strictly abiding by all of our mechanisms or procedures;

b. creating a strong password and maintaining security and control of your Access IDs;

c. keeping the Email Account and telephone number provided to us up to date in order to receive any notices or alerts that we may send you;

d. never allowing remote access or sharing your computer or computer screen with someone else when you are logged on to your Binance Account;

e. remembering that under no circumstances will we ask you to share your passwords or 2-factor authentication codes; and

f. logging out from the Sites or the Platform at the end of each visit.

You must keep the Email Account and Access IDs secure against any attacks and unauthorised access. You must notify us immediately if you have knowledge or have reason for suspecting that the security of your Email Account, or that of a Permitted User, has been compromised or if there has been any unauthorised use of your or any Permitted User’s Email Account. 

17.3. Monitoring your Account History. It is important that you monitor your Account History to ensure any unauthorised or suspicious activity on your Binance Account is identified and notified to us as soon as possible. You acknowledge that any Security Breach may result in unauthorised access to your Binance Account by third parties and the loss or theft of any Crypto Assets and/or funds held in your Binance Account and any associated accounts, including your linked bank account(s) and credit card(s).

17.4. If you suspect a Security Breach. If you suspect a Security Breach, you understand and agree to the following items:

a. you shall notify us immediately in the manner set out in clause ‎3.1 and continue to provide us with accurate and up to date information throughout the duration of the Security Breach; 

b. your Binance Account is immediately locked via the disable account function on the Platform or via any other method as may be prescribed by us from time to time; and

c. you take any other steps that we may reasonably require to reduce, manage or report any Security Breach. 

We reserve the right to request that you provide, and you agree to provide, any and all information and documents we deem relevant or necessary in connection with an actual or suspected Security Breach, and may provide such information to any third party that we deem necessary in order to resolve any Security Breach. 

OTHER IMPORTANT INFORMATION

18. Privacy

18.1. The Privacy Notice. Our collection and use of personal information in connection with the Terms, the Services, the Platform and any Site is as provided in our Privacy Notice (as updated from time to time). You acknowledge that we may process personal data in relation to you, that you have provided to us, or we have collected from you in connection with the Terms and in accordance with Privacy Notice. Your personal data will be processed in accordance with the Privacy Notice, which shall form part of the Terms. 

You represent and warrant that:

a. you have read and understood our Privacy Notice;

b. our business is changed regularly and our Privacy Notice is also changed concomitantly. Therefore, if we will provide you with a revised Privacy Notice from time to time, which you will read promptly.

19. Changes to the Terms, etc.

19.1. How and when we can make changes. We can make changes to the All Terms. If we modify or amend the All Terms, we shall notify you by email or through our Website of the changes to the All Terms, the contents of the modified All Terms, and the timing of the effective date, after setting forth the effective date.

19.2. When changes come into effect. Changes to the All Terms will come into effect  on the effective date described in the notice we have given to you. If you do not wish to accept the changes, you are free to close your Binance Account in accordance with clause ‎20.1 of the Terms. 

19.3. Changes to Fees. We may also make changes to the Fees set out in the Fee Structure page on our Website, which includes introducing new fees, in accordance with clause ‎19.1 of the Terms. If you do not wish to accept the changes, you are free to close your Binance Account in accordance with clause ‎20.1 of the Terms.

20. Closing your Binance Account 

20.1. Your right to close your Binance Account. You may terminate your Binance Account at any time by following the account termination procedures as prescribed by us from time to time. You will not be charged for terminating your Binance Account, although you will be required to pay any outstanding amounts owed to us. You authorise us to cancel or suspend any pending transactions at the time of account cancellation, and to deduct any outstanding amounts that you owe us from your Binance Account.

In certain cases, you may not be able to close your Binance Account, including where:

a. you are trying to evade an investigation by relevant authorities;

b. you have a pending Transaction or an open Dispute;

c. your Binance Account has any outstanding amounts owed to us; or

d. your Binance Account is subject to a freeze, hold, limitation or reserve.

20.2. What happens when your Binance Account is closed. If your Binance Account is closed, you will be required to withdraw all Crypto Assets held in your Binance Account. In the event that you fail to withdraw your Crypto Assets, or if you have not accessed your Binance Account for a continuous period of 90 days, will send you notice of our intention to treat your account as dormant. 

20.3. What happens when your account becomes dormant. If you do not respond to the notice in 20.2 within 30 days, we may:

a. mark your Binance Account as a dormant account;

b. convert the Crypto Assets to a different type of Crypto Asset. In doing so, we will not be liable for any loss of profit, tax obligations or any other loss, damage or expense incurred by you resulting from such conversion;

c. transfer such dormant account (including any Crypto Assets held in the account) to another Binance Affiliate, any third-party custodian or an isolated wallet where we consider it is reasonably necessary to do so. If this happens, you have the right to retrieve your Crypto Assets, subject to satisfying our reasonable verification requirements; 

d. charge a dormant account fee which may be to cover the cost of maintaining the Crypto Assets with any Binance Affiliate or any third party, with such fee to be withdrawn directly from the dormant account on a monthly basis; and

e. close a dormant account at any time.

After a dormant account is closed, it cannot be reactivated and you will need to register a new Binance Account, in accordance with the terms, if you wish to continue to use the Services. You acknowledge that we will be under no obligation to pay any reward, incentive or interest which we might otherwise have agreed to pay, under the applicable Product Terms, to your dormant account in relation to the Crypto Assets credited to it.

21. Termination, suspension, holds and restrictions

21.1. Our right. We may at any time modify or discontinue (hereinafter “Discontinuation”), temporarily or permanently, any portion or feature of the Services. In particular, we may: (1) refuse to complete or block, cancel, or, where permitted by Applicable Law, reverse any Transaction you have authorised; (2) terminate, suspend, or restrict your access to any or all of the Services; (3) terminate, suspend, close, hold or restrict your access to any or all of your Binance Account(s); (4) refuse to transmit information or Instructions to third parties (including but not limited to third-party wallet operators); or (5) take whatever action we consider reasonably necessary, in each case with immediate effect and for any reason, to the extent reasonably necessary for Discontinuation of the Services; including, but not limited to where:

a. upon giving 14 days notice;

b. you are not, or are no longer, eligible to use one or more of the Services;

c. if we reasonably determine that you have engaged in any act as set forth in clause 28 (Prohibitions);

d. we reasonably suspect that:

i. the person logged into your Binance Account is not you, or we suspect that the Binance Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;

ii. the person logged into your Corporate Binance Account is not a Permitted User, or we suspect that the Corporate Binance Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;

iii. more than one natural person has access to or transacts using the same Binance Account, or we suspect that Binance Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;

iv. information provided by you is wrong, untruthful, not current or incomplete;

e. we have reasonable concerns in relation to your creditworthiness or financial status, including:

i. If the debt is not repaid by the due date that we designate;

ii. If you suspend payment or become insolvent, or if a petition for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings or commencement of any similar proceedings is filed;

iii. If a bill or a check drawn or accepted by you has been dishonored, or if you have become subject to a disposition of suspension of transactions by a clearinghouse or other similar disposition;

iv. If a petition for attachment, provisional attachment, provisional disposition, compulsory execution or auction is filed against you;

v. If you become subject to a disposition of tax delinquency;

vi. If you become subject to a ruling for commencement of guardianship, commencement of curatorship or commencement of assistance, if we confirm your status, etc. and if we reasonably determine that it is difficult for you to continue to use the Services;

f. pending submission of such information and documents in accordance with clause ‎8;

g. pending submission of Enhanced Due Diligence in accordance with clause ‎7.4;

h. we reasonably consider that we are required to perform the Discontinuation by Applicable Law, or any court or authority to which we are subject in any jurisdiction;

i. we have determined or suspect:

i. that you have breached the Terms or any Product Terms;

ii. that you have breached any express or implied warranties in the Terms, or any representations you have made;

iii. that any Transaction is unauthorised, erroneous, fraudulent, or unlawful or we have determined or suspect that your Binance Account or the Services are being used in a fraudulent, unauthorised, or unlawful manner;

iv. there is any occurrence of money laundering, terrorist financing, fraud or any other crime in connection with your Binance Account or your use of the Services;

j. the use of your Binance Account is subject to any pending, ongoing or threatened litigation, investigation, or judicial, governmental or regulatory proceedings and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Binance Account activity;

k. you are in default of any obligation to us due to a chargeback or on any other basis;

l. any email communication to your Email Account is returned as undeliverable;

m. an issue has arisen with the verification of your identity;

n. you have taken any action that may circumvent our controls such as opening multiple Binance Accounts without our written consent or abusing promotions which we may offer from time to time; or

o. any other events similar to any of the above events where we reasonably deem it necessary to do so considering the nature of, frequency of, or other factors related to such event.

We will take reasonable steps to provide you with appropriate notice. However, there might be times when we are required not to do so by Applicable Law.

21.2. Your acknowledgement. our decision to take certain actions, including, without limitations, to terminate, suspend, or restrict your access to your Binance Account or the Services, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.

21.3. What happens when we exercise our right. Where we terminate, suspend, hold or restrict your access to one or more Services:

a. if you have Instructions, trades, positions or Transactions that are open, they may be closed by you, or by us, depending on the circumstances of the termination, suspension, hold, restriction or other action we take;

b. any chargeback resulting from the use of your Binance Account or Services may result in an immediate suspension or restriction of your Binance Account and Services;

c. to reactivate suspended or restricted Binance Account or Services, you may be required to reimburse us for the full value of the chargeback, including any amounts that are owing to us including any applicable Fees; and

You are liable for any credited amounts in case of a chargeback, and you authorise and grant us the right to deduct costs and fees directly from any assets in your Binance Account without notice.

21.4. Unlawful possession. If we are informed and reasonably believe that any Crypto Assets or Fiat Currencies held in your Binance Account are stolen or otherwise are not lawfully possessed by you (whether by error or otherwise), we may place a hold on the affected funds and your Binance Account. Where we place a hold on some or all of any Crypto Assets or Fiat Currencies held in your Binance Account, or on your entire Binance Account, we may continue such hold until such time as evidence, acceptable to us, proves that you are entitled to possession of the Crypto Assets and/or Fiat Currency held in your Binance Account. We will not get involved in any Dispute, or the resolution of the Dispute, relating to any Crypto Assets and/or Fiat Currency held in your Binance Account. 

21.5. Access to Services in other jurisdictions. Residents of some countries may be restricted from using all or some of the Services. We may change the Services that are available to you from time to time in accordance with the clause 19.1 of the Terms. If you travel to any Prohibited Countries prescribed by us, your access to the Services may be blocked and the Services may not be available. You shall acknowledge and agree that this may impact services available to you on the Platform or your ability to manage any existing orders or open positions or otherwise use the Services. You are prohibited from circumventing any such restriction, including by use of any virtual private network (VPN) to change your Internet Protocol address.

22. Termination of Services and closure of accounts

22.1 If the Services are terminated due to cancellation, termination or any other reason pursuant to the preceding article, you shall immediately reduce the balance in the Binance Account to zero in the manner that we specify. However, if the balance in the Binance Account falls below the available amount for withdrawal in a manner otherwise than we have specified, you will abandon any claim to such account balance upon termination of the Services.

22.2 Notwithstanding the preceding paragraph, if there is any balance of Fiat Currency or Crypto Assets     in the Binance Account after the termination of the Services and we so deem it necessary, we may sell the Crypto Assets in the account at the market price we deem as appropriate as of the time prescribed by us. If you have registered a bank account for transfer, we may pay back Japanese yen into such bank account, less the withdrawal fee and the like, as of the time prescribed by us. If the amount of such balance is less than the amount of the fee for each delivery or disbursement, the amount up to the amount of the fee for the delivery or disbursement shall be accepted as a fee from such balance.

22.3 We shall not be liable for any damage incurred by you as a result of measures that we have taken pursuant to this clause, in the absence of wilful misconduct or negligence on our part.

INTELLECTUAL PROPERTY

23. Background IP

The Binance IP shall be vested in Binance. 

24. Licence of Binance IP

We grant to you a non-exclusive licence until you close your Binance Account or until we suspend or terminate your access to the Services, whichever is sooner, to use the Binance IP, excluding the Trade Marks, solely as necessary to allow you to receive the Services for non-commercial personal or internal business use, in accordance with the Terms.

25. Licence of User IP

25.1. Your grant of licence. You grant to us a perpetual, irrevocable, royalty-free, worldwide and non-exclusive licence to use the User IP to the extent it: 

a. forms part of, or is necessary for the use of, any Created IP; and

b. is necessary to allow us to provide you with the Services, from time to time. 

25.2. Our right to sub-licence. The licence granted by you under this clause ‎includes our right to sub-licence to a third party to the extent required to enable us and any Binance Affiliates to provide you with the Services, or any part of them.

  1. Created IP

26.1. Created IP. The Created IP shall automatically vest in us from time to time on the date on which it is created.

26.2. Assignment. You hereby assign to us (and agree to cause any agents, representatives or contractors to assign), with full title guarantee, title to all present and future rights and interest in the Created IP. 

If requested to do so, you shall (and agree to procure that any agents, representatives or contractors shall), without charge to us, sign and/or execute all documents and do all such acts as we may require to perfect the assignments under this clause.

27. General

27.1 Recording. You consent that we may record any communications, electronic, by telephone, over video call that we have with you in relation to the Terms, and that any recordings that we keep will constitute evidence of the communications between you and us. You agree that we may record telephone conversations and video calls so that we can respond to inquiries, ensure compliance with applicable laws, improve our services and provide customer support. 

YOUR BLIGATIONS AND LIABILITY

28. Prohibitions

By opening a Binance Account, and without prejudice to any other restriction or limitation set out in the terms, you agree that you and any Permitted User will not:

a. breach the Terms or any agreement entered into pursuant to, or in connection with, the Terms, including, but not limited to, any Product Terms;

b. use the Services in a manner that violates public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prevent other users from using the Services;

c. use the Services for resale or commercial purposes, including transactions on behalf of other persons or entities, unless expressly agreed by us in writing;

d. use the Services for anything which, in Binance’s sole opinion, is conduct designed to control or artificially affect the price of any Crypto Asset (market manipulation) including, without limitation, pump and dump schemes, wash trading, accommodation trading, front running, quote stuffing, and spoofing or layering) regardless of whether prohibited by Applicable Law;

e. engage in fraudulent activities, or cause us to suspect that you or any Permitted User have engaged in fraudulent activities or transactions;

f. use the Services to conduct games of chance, including lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or

g. (1) receive, or attempt to receive, funds from both us and another user for the same Transaction during the course of a Dispute; (2) conduct your business or use the Services in a manner that results in, or may result in, complaints, Disputes, claims, fines, penalties, or other liability to us, other users, third parties, or yourself; and (3) allow your Binance Account to have a negative value or quantity of Crypto Assets;

h. provide false, inaccurate or misleading information in connection with your use of the Services, in communications with us, or otherwise connected with the Terms;

i. (1) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the Platform, or replicate or bypass the navigational structure or presentation of Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Services; (2) attempt to access any part or function of the Platform without authorisation, or connect to Services or any of our servers or any other systems or networks of any Services provided through the Platform by hacking, password mining or any other unlawful or prohibited means; (3) probe, scan or test the vulnerabilities of Services or any network connected to the Platform, or violate any security or authentication measures on Services or any network connected to Services; (4) reverse look-up, track or seek to track any information of any other users or visitors of Services; (5) take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of Services or Binance, or the infrastructure of any systems or networks connected to Services; (6) use any devices, software or routine programs to interfere with the normal operation of Services or any transactions on Services, or any other person’s use of Services; or (7) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to us;

j. modify the whole or any part of the Platform or combine or incorporate the Platform into another programme or application;

k. disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code underlying concepts, ideas and algorithms of the Platform or any components thereof;

l. modify, replicate, duplicate, download, store, transmit to a third party, disseminate, broadcast, publish, remove or change, or otherwise alter in a manner that we do not permit any copyright statement or label, or licence, sub-licence, sell, grant security interests in such Binance IP or any part of the intellectual properties, or create derivative works or otherwise take advantage of any part of the Binance IP;

m. facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, intercept us, or expropriate any system, data or information in connection with the Services;

n. (1) use an anonymizing proxy; (2) use any temporary, disposable, self-destructive, or similar email address when opening a Binance Account and/or using the Services; (3) use any device, software, or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our Sites or the Services; and (4) take any action that may cause us to lose any of the services from our internet service providers, or other suppliers; 

o. create, or purport to create, any security over your Fiat Currency or Crypto Assets held in any of your Binance Account without our prior written consent;

p. violate, or attempt to violate, (1) any Applicable Law; or (2) ours or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy;

q. access, use, or have attempted to access or use, the Services directly or indirectly with (1) jurisdictions Binance has deemed high risk, including but not limited to, Cuba, Iran, North Korea, Syria, (2) persons Binance has deemed high risk, including but not limited to, individuals or entities designated as a restricted person or party on any list maintained by the United States of America., United Kingdom, European Union or United Nations, including the sanctions lists maintained by the U.S. Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the U.S. Department of Commerce, or (3) Anti-Social Forces or transfer or receipt of Crypto Assets to or from such person;

r. transfer Fiat Currency deposits into and withdrawals from a Binance Account to third parties other than you (except for any acts under Applicable Law);

s. transfer or receive Crypto Assets via an address or the like that we determine is or may be related to an individual or entity subject to asset freeze measures, etc. pursuant to the Foreign Exchange and Foreign Trade Act;

t. transfer or receipt of Crypto Assets for the purpose of settlement, loan of funds or provision of credit of export and import transactions, etc;

u. carry out an act using Crypto Assets-related information (which means important information related to Crypto Assets that we handle or intend to newly handle, and which is deemed to have influence on your decisions on sales and purchases of Crypto Assets or exchanges of Crypto Assets with other Crypto Assets (except for such as is readily accessible to all of our users) for the benefit of itself or a third party; or

v. carry out any other acts similar to each of the above that we reasonably determine, in consideration of the nature, frequency, etc. of such acts, significantly interfere with the use of the Services.

29. Representations and warranties

You hereby represent and warrant to us, at all times, the following:

a. all documents and information you provide to us are true, accurate, complete, and up to date in all respects, and may be relied upon by us in determining whether or not you are eligible to access the Platform or to use the Services;

b. all decisions made by you in connection with the Terms were solely and exclusively based on your own judgement and after your own independent appraisal of your assets, ability and willingness to take relevant risks, as well as financial objectives;

c. you have full power, authority, and capacity to (1) access and use the Platform or the Services; and (2) enter into and deliver, and perform your obligations under the Terms and any agreement entered into pursuant to, or in connection with, the Terms, including, but not limited to, any Product Terms;

d. if you are a corporation, partner in a partnership, or trustee of a trust:

i. the corporation, partnership or trust has and will be operated in a way that is compliant with Applicable Law, and any partnership or trust deeds (or other similar documents);

ii. you will notify us immediately if there is any change, by way of resignation, removal, appointment or death, of any of the directors, partners, trustees, settlor(s) or ultimate beneficial owners or any person authorised to operate your Binance Account; and

iii. you will inform us immediately if the corporation, partnership, or trust is dissolved either on a voluntary or involuntary basis; 

e. all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, approvals, permissions, consents, registrations, declarations, filings with any Regulatory Authority, governmental department, commission, agency or other organisation having jurisdiction over you which are necessary or desirable for you to obtain in order to (1) access and use the Platform or the Services; and (2) enter into and deliver, and perform the Transactions contemplated under the Terms and any agreement entered into pursuant to, or in connection with, the Terms, have been unconditionally obtained in writing, disclosed to us in writing, and have not been withdrawn or amended;

f. the Terms and any agreement entered into pursuant to, or in connection with, the Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms;

g. that you are not a Restricted Person;

h. you are not and will not:

i. be an anti-social force, etc.;

ii. have any interaction or involvement with anti-social forces such as by cooperating or being involved in the maintenance, operation or management of anti-social forces through funding or any other means.

i. you do not and will not in the future make any of the following unreasonable demands:

i. accompany a demand with violence;

ii. make an unreasonable demand that exceeds the scope of our legal responsibility;

iii. use intimidation or violence in relation to transactions;

iv. damage our credit or obstruct our business by spreading false rumours or by using fraudulent means or force; or

v. carry out any other act equivalent to any of the preceding items.

j. if you are a legal entity, you are duly incorporated, duly organised, and validly existing under the laws of your jurisdiction and have full power to conduct your business. If you are an individual, you are not less than 18 years old; and

k. your access and use of the Platform andServices, your execution and delivery of, and the performance of your obligations under the Terms and any agreement entered into pursuant to, or in connection with, the Terms, will not:

i. if you are a legal entity, partner in a partnership or trustee of a trust result in a breach of or conflict with any provision of your constitution, articles of association, partnership agreement, trust deed or equivalent constitutive documents;

ii. result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; and

iii. result in you, or cause us or any third party to, breach any Applicable Law, decree or judgement of any court, or any award of any arbitrator or those of any governmental or Regulatory Authority in any jurisdiction.

30. Technology disclaimers

30.1. No representation or warranty. The Services and any information provided on the Sites and the Platform, including Chat Services, are provided on an “as is” and “as available” basis without any representation or warranty, whether express or implied, to the maximum extent permitted by Applicable Law. Specifically, we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We do not make any representations or warranties that access to the Site, the Platform, any of your Binance Account(s), Services, or any of the materials contained therein, will be continuous, uninterrupted, timely or error-free. This could result in the inability to trade on the Platform for a period of time and may also lead to time delays. 

30.2. Suspension of access. We may, from time to time, suspend access to your Binance Account or the Services, for both scheduled and emergency maintenance. We will make reasonable efforts to ensure that Transactions on the Platform are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.

30.3. Content. Although we make reasonable efforts to update the information on the Sites and the Platform, we make no representations, warranties or guarantees, whether express or implied, to the maximum extent permitted by Applicable Law that the content on the Sites and the Platform, including information in relation to the Services, is accurate, complete or up to date.

30.4. Third-party websites. Links to third-party websites (including, without limitation, content, materials, and information in the third-party websites) may be provided as a convenience but they are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the content, materials, information or services contained in any third-party websites accessible or linked from the Platform or the Sites in the absence of any wilful misconduct or negligence on our part;

30.5. Network Access and Compatibility: You are responsible for obtaining the data network access necessary to use the Services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Sites and any updates thereto. Binance does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices.  The Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

31. Indemnity

31.1. Third Party Claims. You shall indemnify us against any damage, losses (including, but not limited to, direct or indirect loss, loss of profit, loss of reputation), costs and expenses (including, but not limited to, reasonable legal fees) incurred by us arising out of any claims, suits, actions, demands, disputes, allegations or investigations, and any and all claims (collectively “Third Party Claims”) brought by any third party, government agency or industry body against us:

a. your access to or use of your Binance Account or the Services; 

b. your breach or alleged breach of the Terms or your contravention of any other clause or sub-clause of the Terms, including any Product Terms and any other terms and conditions incorporated by reference; 

c. your contravention of any Applicable Law; and 

d. your violation of the rights of any third party. 

31.2. Control. We reserve the right to assume control of the defence of any third-party claim that is subject to indemnification by you under the preceding paragraph, in which event you shall cooperate as fully required by us in asserting any available defences. 

31.3. Release. You hereby agree to release us from any and all claims and demands (and waive any rights you may have against us in relation to any Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other user or other third party in connection with the Services (including any Crypto Asset Transactions) or the subject matter of the Terms in the absence of any wilful misconduct or negligence on our part.

32. Liability

32.1. Our Liability. In the absence of any wilful misconduct or gross negligence on our part, our liability, and the liability of the Binance Affiliates, to you or any third parties is limited to the actual amount of loss or damage which is caused directly and is reasonably foreseeable by our breach of the terms, and shall in no event exceed the amount of Fees paid by you to Binance Japan in the 12 months preceding the event giving rise to the Loss. Such sum shall be paid by us to you in full and final settlement and satisfaction of ours and any Binance Affiliate’s entire liability for any and all losses and claims, howsoever arising, from the relevant breach. You acknowledge and accept that neither Binance or any Binance Affiliate is aware of any special circumstances pertaining to you.

32.2. Limitations on liability. Notwithstanding any other clause in the Terms, in the absence of any wilful misconduct or negligence on our part, neither we nor any Binance Affiliate will be responsible or liable to you or any other person or entity for damages including, but not limited to, the following:

a. any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs arising out of or in connection with the Terms, including, but not limited to:

i. any risk identified in the Risk Warning, as updated from time to time;

ii. the operation of the protocols underlying any Crypto Asset, their functionality, security, or availability;

iii. any action or inaction in accordance with the Terms;

iv. any inaccuracy, defect or omission of Crypto Assets price data, any error or delay in the transmission of such data, and interruption in any such data;

v. regular or unscheduled maintenance we carry out including any service interruption and change resulting from such maintenance; 

vi. the theft of a device enabled to access and use the Services;

vii. other users’ actions, omissions or breaches of the Terms, and any damage caused by actions of any other third parties;

viii. (1) for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack; (2) in the event that your hardware fails, is damaged or destroyed or any records or data stored on your hardware are corrupted or lost for any reason; or (3) for your use of the internet to connect to the Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced;

ix. our decision to reject your application to open a Binance Account(s), in accordance with clause ‎7.1;

x. any termination, suspension, hold or restriction of access to any Binance Account or the Services, including your inability to withdraw Crypto Assets, issue Instructions or enter into Transactions during the period of any suspension, hold or restriction, in accordance with the Terms or any Product Terms;

xi. any Transaction limits applied to your Binance Account, in accordance with clause ‎14.1;

xii. any election by us to support or not support Crypto Assets, in accordance with clause ‎15.1;

xiii. us being unable to contact you using the contact information you provided, in accordance with clause ‎3.2;

xiv. us closing a dormant account, in accordance with clause ‎20.3;

xv. the failure of a Transaction or the length of time needed to complete any Transaction, in accordance with clause ‎12.1;

xvi. the market making activities of the market makers, in accordance with clause ‎13.2;

xvii. our reliance on any Instruction sent from your Binance Account, or the Email Accounts;

xviii. our refusal or delay in acting upon any Instruction, in accordance with clause ‎11.1;

xix. any breach of security of your Email Account or a Security Breach; 

xx. losses caused to you by third party fraud or scams that involve Binance only as the recipient of your Fiat Currency or Crypto Assets, or the conversion of Fiat Currency to Crypto Assets, or the transfer of Crypto Assets away from our platform at your request;

xxi. any losses arising or in connection with new solicitations of Crypto Assets or the decision to handle or not list Crypto Assets on the Platform;

xxii. the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Services or for delays or omissions of the Services, or for the failure of any connection or communication service to provide or maintain your access to the Services, or for any interruption in or disruption of your access or any erroneous communications between you and us, regardless of cause; and 

xxiii. any Transactions, Instructions, or operations effected by you or purported to be effected by you through your Email Account or Binance Account;

b. any loss of business, profits, anticipated savings or opportunities, or any special, punitive, aggravated, incidental, indirect or consequential losses or damages, whether arising out of or in connection with our Sites, the Platform, your Binance Account, the Services, the Terms, the Product Terms, the Privacy Notice and/or any agreement entered into pursuant to, or in connection with, the Terms or otherwise; and/or

32.3. Damage or interruption. We are not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack in the absence of any wilful misconduct or negligence on our part. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. You and, where relevant, your Permitted Users are responsible for all login credentials, including usernames and passwords and must keep security details safe at all times.

33. Governing law and competent court

33.1 The Terms shall be governed by, and construed in accordance with, the laws of Japan.

33.2 The Tokyo District Court shall be the court of first instance having exclusive jurisdiction over any and all disputes arising out of or in connection with the Terms.

GENERAL FOR SERVICES

34. General terms

34.1. Applicable Law. You and any Permitted User must comply with all Applicable Law, licensing requirements and third party rights in your use of the Services, your Binance Account and the Platform.

34.2. Notices. We may give notice by email to your Email Account. It is your responsibility to ensure that the Email Account is up to date and accurate. Notices may be given, and are deemed to be received, if sent to your Email Account, at the time when such Notices would normally have been reached the account.

You may give us notices only as we direct, which may change from time to time. 

Any notices, consent or other communication given under the Terms must be in writing (including those given by electronic means), and signed or otherwise authorised by the party giving it.

34.3. Announcements. All official announcements, news, promotions and airdrops will be listed on the Website. These announcements are important, and may relate to issues that may impact the value of your Crypto Assets, or their security. You are responsible for monitoring the Website and reading and considering these announcements.

34.4. Entire agreement. The Terms, together with any applicable Product Terms, constitute the whole agreement between you and us with respect to the Services. Each party acknowledges that it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Terms or any Product Terms.

34.5. Assignment. You may not assign, transfer or otherwise dispose of any of your rights or obligations under the Terms without our prior written consent. However, we may assign, transfer or otherwise dispose of any of our rights or obligations under the Terms at any time to anyone else, including, without limitation, in connection with any merger, acquisition, or other corporate reorganisation involving Binance.

34.6. Invalidity. If, at any time, any clause or sub-clause of the Terms is or becomes illegal, invalid, or unenforceable in any respect, neither the legality, validity or enforceability of the remaining clauses or sub-clauses will in any way be affected or impaired.

34.7. Records. You agree that we may record any telephone, email and chat conversations with you, as well as any other forms of communications, including communication used to give Instructions or effect Transactions, between you and us, and that the recordings may be used as evidence in any proceedings relating to any agreement with you. These records will be our sole property.

34.8. Language. The Terms may be translated into a language other than the Japanese language. Any such translation is provided solely for your convenience. In the event of inconsistency or ambiguity, the Japanese text will prevail.

34.9. Third party rights. Other than in relation to Binance Affiliates, nothing expressed or referred to in the Terms will be construed to give any person other than the parties to the Terms any legal right, remedy, or claim under or with respect to the Terms or any clause or sub-clause of the Terms. The Terms and all of its clauses and sub-clauses are for the sole and exclusive benefit of the parties to the Terms and their successors and permitted assigns.

34.10. Survival. All clauses and sub-clauses of the Terms, which by their nature extend beyond the expiration or termination of the Terms, will continue to be binding and operate after the termination or expiration of the Terms.

34.11. Relationship of the parties. Binance Japan is not an agent of you in the performance of the Terms. The Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.

34.12. Crypto Assets. We record in your Binance Account the quantity and type of any Crypto Assets that are held by you. When you Instruct Binance Japan to transfer or otherwise deal with Crypto Assets, Binance Japan will not use any specific Crypto Assets, however identifiable, to act on your Instructions. Subject to the Terms, Binance Japan will use Crypto Assets in the same quantity and of the same type as those in your Binance Account when acting on your Instructions. 

34.13. Force Majeure. We will not be liable for any delay or failure to perform as required by the Terms to the extent the delay or failure is caused by a Force Majeure Event.

34.14. No waiver. No delay or omission by us in exercising any right or remedy under the Terms will operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies under the Terms. The rights and remedies provided in the Terms are not exclusive of any rights or remedies provided by Applicable Law.

34.15. Set-off. In addition to any legal or other remedy available under the Terms or by law, we may set-off any amounts you owe to us under the Terms or otherwise. You must pay all sums that you owe to us free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by Applicable Law.

34.16. Privacy of others. If you receive information about another user through the Platform or from utilising the Binance, you must keep the information confidential and only use it in connection with the Binance and always in accordance with Applicable Law. You must not disclose or distribute any user information to a third party or use the information in any manner except as reasonably necessary to effect a Transaction.

34.17. Death of Binance Account holder. In the event of your death or your becoming incapacitated or restricted in capacity, your heirs, guardian, curator or assistant (hereinafter “Heirs”) must notify us as soon as practicable. If we have reason to believe you have died, we may suspend your Binance Account. Your Binance Account will then be suspended until: 

a. said Heirs proceed to (1) create a Binance Account in accordance with th Terms, (2) provide sufficient legal documentation to prove that they are the heirs; and (3) give instructions to withdraw Fiat Currency and Crypto Assets from your Binance Account upon your death; 

b. said Heirs provide sufficient legal documentation that they are entitled to receive the assets in your Binance Account; or

c. you provide satisfactory proof that you are not deceased. 

Heirss who will receive your assets upon death will receive the liquidated value of the assets in the Binance Account, less any fees and costs associated with the transfer. Our ability to provide Heirs with the assets in your Binance Account is subject to the restrictions imposed by Applicable Law and the Terms. We do not commit to any particular timeline for the transfer of assets held in your Binance Account.

34.18. Tax. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether any taxes apply to your use of the Services, or for collecting, reporting or remitting any taxes arising from any Transaction or use of the Services. 

You acknowledge that we may make certain reports to tax authorities regarding Transactions made on the Platform, and that we may, in our sole discretion or as required by Applicable Law, provide you with additional documentation or records needed by you to calculate any tax obligations. We may also withhold and deduct at source any taxes due under Applicable Law in our sole discretion.

35. Transfer from Binance.com 

For customers who have been transferred from Binance.com to Binance Japan, you shall acknowledge that Binance.com has the full right under the Terms of Use (entered into between you and Binance.com) to transfer your assets and information (including but not limited to personal identifiable information, KYC information, transaction history and communication history) to Binance Japan and to take any reasonable measures in connection with such transfer (including but not limited to forced liquidation and closing of your Binance.com account) (collectively, the “Transfer”) and, therefore, that Binance.com shall incur no liability for the Transfer in the absence of any wilful misconduct or negligence on the part of Binance.com.  In addition, Binance Japan is not responsible for the Transfer (or any part thereof) in the absence of any wilful misconduct or negligence on the part of Binance Japan and, therefore, shall incur no liability in connection with or arising from the Transfer or any and all consequences thereof. Please note that the transfer from Binance.com to Binance Japan, the procedures, and/or  the counterparty of transactions, etc. are formulated in the notification sent separately.

36. Definitions and interpretation

36.1. In the Terms:

a. clause headings and numbering are for convenience only and do not affect the meaning, priority or interpretation of any clause or sub-clause of the Terms;

b. the words “include” or “including” shall mean including without limitation and include without limitation respectively;

c. words importing the singular include the plural and vice versa; 

d. any reference to a document is to that document as amended, varied or novated from time to time otherwise than in breach of the Terms or that document; and

e. in the event of inconsistency between the Terms (including any documents referred to in the Terms) the inconsistency shall be solved by giving such provisions and documents the following order of precedence:

i. the Product Terms;

ii. the Privacy Notice; and

iii. the Terms.

36.2. except where the context requires others, the following terms shall have the following meanings:

Access IDs means your Binance Account details, username, passwords, personal identification numbers, API keys, API secret keys, or any other codes or forms of authentication that you use to access your Binance Account or the Services or to send Instructions.

Account History means the written record (including electronic records) of your Transactions and your Binance Account.

API means application program interface.

Applicable Law means all relevant or applicable statutes, laws (including common law), rules, regulations, self-regulatory rules, notices, orders, writs, injunctions, judgements, bye-laws,  proclamations, codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organisation of which Binance is a member), that are applicable to the provision, receipt or use of the Services, or any other products or deliverables provided, used or received in connection with the Services, the Terms, or any Product Terms.

Binance Japan, we, our or us means Binance Japan K.K. .

Binance Account means any accounts (including Corporate Binance Accounts) or sub-accounts (including any Binance Sub-Account), which are opened by Binance Japan for you to record your use of Services. 

Binance Affiliate(s) mean(s) any Person (including, but not limited to, unincorporated organizations and teams) that directly or indirectly controls, is controlled by, or is under common control with Binance Japan. In addition, Binance Affiliates and Binance Japan are collectively referred to as "Binance."

Binance IP means the Created IP and all other Intellectual Property Rights held by us or licensed to, on a sublicenseable basis, us at the time of execution of the Terms and any other Intellectual Property Rights held or acquired by or licensed to, on a sub-licenseable basis, us after the execution of the Terms, and which are provided by us to you in the course of providing you with the Services.

Services means the services offered by us to you through the Platform.

Binance Sub-Account means a sub-account that is set up under a primary Binance Account.

BUSD means Binance USD, a US dollar denominated and backed stablecoin managed by Paxos Trust Company, LLC.

Chat Service has the meaning given to it in clause ‎5.

Corporate Binance Account means a Binance Account maintained for a corporation, entity, or other organisation for the provision of the Services.

Created IP means any Intellectual Property Rights created by you pursuant to the Terms, including the User Materials, but excluding any other User IP.

Crypto Assets means crypto-assets defined in Article 2, Paragraph 5 of the Payment Services Act.

Dispute means any dispute, claim, controversy or difference arising out of, relating to or having any connection with the Terms, any Product Terms, including any dispute as to their existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or the consequences of their nullity, and any dispute relating to any non-contractual obligations arising out of or in connection with them.

Dominant Crypto Asset means a Forked Crypto Asset that has dominance over one or more other versions of a Crypto Asset that was subject to the relevant Fork, as determined by us in our sole discretion.

Email Account means the email account(s) associated with your Binance Account(s), as agreed with Binance from time to time, in accordance with any processes identified by Binance when using the Platform.

Fiat Currency means any government or central bank issued national, or supra-national, currency, or other monetary obligation denominated in such currency and which is not a Crypto Asset.

Force Majeure Events means: 

a. any fire, strike, riot, civil unrest, terrorist act, war or industrial action;

b. any natural disaster such as floods, tornadoes, earthquakes and hurricanes;

c. any epidemic, pandemic or public health emergency of national or international concern;

d. any act or regulation made by a government, supra national body or authority that we believe stops us from providing the Services on the Platform;

e. the suspension or closure of Binance;

f. the nationalisation of Binance;

g. the imposition of limits or unusual terms by a government on any Crypto Assets traded on our Platform;

h. excessive changes to the price, supply or demand of any Crypto Asset;

i. technical failures in transmission, communication or computer facilities including power failures and electronic or equipment failures;

j. the failure of any supplier, intermediate broker, agent, principal custodian, sub-custodian, dealer, exchange, staking platform, liquidity pool, bridge provider, issuer of a Crypto Asset, market maker, clearing house or regulatory organisation to perform its obligations to us; 

k. liquidity providers not providing, or being unable to provide liquidity to us; 

l. any labour or trade disputes, strikes, industrial actions or lockouts (other than in each case by Binance); and/or

m. an event which significantly disrupts the market for Crypto Assets, which could include excessive movements in the price, supply or demand of a Crypto Asset, whether regulated or unregulated.

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 Crypto 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 Crypto Asset.

Forked Crypto Asset means a Crypto Asset that results from a Fork.

Instruction means any instruction, request, or order given to Binance by you or a Permitted User in relation to the operation of your Binance Account or to execute any Transaction, through such medium and in such form and manner as Binance may require.

Intellectual Property Rights means: (a) copyright, patents, and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered); (b) applications for registration, and rights to apply for registration, of any of the foregoing rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

Losses has the meaning given to it in clause ‎31.1.

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.

Mobile App means any mobile application developed or provided by us or any of the Binance Affiliates that enables you to use or otherwise access the Services.

Permitted User means any person identified by a corporate user and communicated to us, in accordance with the Terms, that is authorised to act on behalf of a corporate user with respect to any Corporate Binance Account.

Platform means the digital platform that we or any of the Binance Affiliates may make accessible to you via Sites, the Mobile App, a Binance API or by such other means as Binance Affiliates may prescribe from time to time for the use of the Services.

Privacy Notice means the privacy notice located at https://www.binance.com/en-jp/privacy. 

Product Terms means the product-specific terms and conditions that apply to the use of the Services, in addition to the Terms.

Regulatory Authority means any foreign, domestic, state, federal, cantonal, municipal or local governmental, executive, legislative, judicial, administrative, supervisory or regulatory authority, agency, quasi-governmental authority, court, commission, government organisation, self-regulatory organisation having regulatory authority, tribunal, arbitration tribunal or panel or supra-national organisation, or any division or instrumentality thereof, including any tax authority.

Restricted Person means a person or legal entity who (a) is included in any trade embargoes or economic sanctions, terrorist or corrupt foreign officials list (such as the United Nations Security Council Sanctions List,  issued by a government agency including the list of specially designated nationals maintained by the office of foreign assets control of the U.S. Department of the Treasury (OFAC), or the denied persons or entity list of the U.S. Department of Commerce or by the United Kingdom, European Union, Canada, or a list of persons or entities, etc., designated as subject to asset freeze measures, etc., under the Foreign Exchange and Foreign Trade Act of Japan), or (b) resides, or is established, or has operations, in any country listed as  a Prohibited Country as defined by us.

Risk Warning means the general risk warning published on the Website.

Security Breach means 

a. your Binance Account(s) or any of your Access IDs have been compromised;

b. the loss, theft, or unauthorised use of any of your Access IDs or any unauthorised access to and use of your Binance Account or the Services on your behalf; or

c. any other security incident (including a cyber-security attack) affecting you and/or Binance.

Sites means our Website and any other websites, pages, features, or content we own or operate.

Supported Crypto Assets means those Crypto Assets that are available in connection with your use of the Services.

Terms means the terms of use, as amended from time to time, together with any other documents expressly incorporated by reference, including Product Terms.

Trade Marks means the Intellectual Property Rights in the trade marks, service marks and logos used and displayed on or through the Platform, the Sites and/or the Services.

Transaction means selling, purchasing, or entering into any other type of transactions, or agreeing to sell, purchase or enter into any other type of transactions involving Crypto Asset(s), other asset(s) or product(s) as Binance may from time to time permit to be carried out on the Platform, and depositing or withdrawing Crypto Assets or Fiat Currency into or out of your Binance Account.

User IP means the Intellectual Property Rights held by or licensed to you at the time of indication of the Terms and any other Intellectual Property Rights held or acquired by or licensed to you after the time of indication of the Terms, excluding Binance IP. 

User Materials means the Intellectual Property Rights in any reviews, posts, information, data, and comments you or other users provide to us on the Sites (through our “Contact Us” pages or otherwise), the Platform, through use of the Services, or otherwise.

Website means the website located at http://www.binance.com/ja.

Product Terms

The crypto-assets and services which Binance Japan provides

Crypto-assets and services available on Binance.com other than above are not provided by Binance Japan and you have no right to use these crypto assets and services.