Updated: 03 June 2024
A. Acceptance of these Terms
1. By clicking “I Accept” you acknowledge and agree that you will be bound by and will comply with these virtual asset loan service terms (“VA Loan Service Terms”), as updated and amended from time to time. By accessing and/or using the VA Loan Services, you agree that you have read and understood these VA Loan Service Terms, together with any additional documents or terms referred to in these VA Loan Service Terms. If you do not understand and accept these VA Loan Service Terms in their entirety, you should not use the VA Loan Services.
B. Scope of these Terms and Changes
2. These terms specifically govern your access to and use of the Virtual Asset loan service, the provision of Loans and any ancillary services made available by Binance (“VA Loan Services”) in accordance with these VA Loan Service Terms.
3. These VA Loan Service Terms are supplemental to and shall be read together with the Binance Terms of Use available here (“Terms of Use”) and the Binance Simple Earn Terms available here (“Simple Earn Terms”). All terms and clauses contained in the Terms of Use and the Simple Earn Terms (except to the extent expressly modified herein) are incorporated by reference with the same force and effect as if set out in their entirety in these VA Loan Service Terms. Any issues which are not included in these VA Loan Service Terms shall be governed by the Simple Earn Terms or the Terms of Use. However, in the event of any conflict or inconsistency between these terms, the order of precedence in which the documents are to be read is first, these VA Loan Service Terms, second the Simple Earn Terms, and third the Terms of Use. These VA Loan Service Terms constitute Product Terms. References in the Terms of Use to the Binance Services shall include references to the VA Loan Services contemplated hereunder. Information of some of the risks associated with using the VA Loan Services is set out in the Risk Disclosure Statement available here (“Risk Disclosure Statement”), which may be updated from time to time. You should read the Risk Disclosure Statement carefully and it is important that you fully understand the risks involved before making a decision to use the VA Loan Services.
4. Binance may make changes to these VA Loan Service Terms (or any terms or information incorporated by reference) at any time in accordance with the Terms of Use. These VA Loan Service Terms and other terms that apply to your activities in connection with the VA Loan Services may change from time to time. You should check our website for the latest terms and additional information before you enter into any new VA Loan Services transactions.
C. Grant of Loan
5. Binance is under no obligation to grant you a Loan. You may use the VA Loan Services only if all of the following conditions below are met:
a. completion of Binance’s due diligence on, among other things, your risk profile and the relevant eligibility criteria which are set forth in the Terms of Use;
b. opening of a Binance Account and full completion of Binance’s KYC procedures;
c. your utilization of the VA Loan Services does not require registration, licensing or approval of any kind and/or is not prohibited by or subject to any Applicable Law or regulatory requirements in your jurisdiction;
d. sufficiency of Eligible Collateral; and
e. such other conditions as may be required by Binance in any particular case,
in each case to Binance’s satisfaction or as determined or waived by Binance in its sole and absolute discretion from time to time.
6. If Binance determines at any time in its sole discretion that you do not meet or have ceased to meet any of the conditions set out in clause 5 above, Binance may, at its discretion and without prior notice to you, suspend the provision of the VA Loan Services to you, close your Binance Account, and/or restrict your access to the VA Loan Services.
7. At any time, at Binance’s sole and absolute discretion, without liability or prior notice to you, Binance can (i) refuse your request for granting of a Loan; (ii) change the conditions for use of the VA Loan Services; (iii) suspend the provision of all or part of the VA Loan Services; or (iv) change, update, remove, cancel, suspend, disable or discontinue any features, component or content of the Loan. By continuing to use the VA Loan Services, you agree to be bound by the latest VA Loan Service Terms and other terms that apply to your activities in connection with the VA Loan Services.
8. If Binance approves your request for a Loan, Binance will credit your Spot Account with the proceeds of the Loan, less any fees and charges (if applicable). The Loan will be granted subject to these VA Loan Service Terms, including the terms in the table below:
D. Repayment
9. You shall repay the Loan Balance at Maturity unless the Term has been extended in accordance with clause 8 above.
10. You may prepay a Loan in whole or in part at any time without penalty.
11. All repayments of any Loan (whether in whole or in part) shall be allocated first to our fees (if any), then to Interest and last to the principal amount of the outstanding Loan.
12. You hereby undertake and covenant to and for the benefit of Binance that you will pay to Binance, the Secured Obligations when the same become due for payment or discharge in accordance with these VA Loan Service Terms and/or the Terms of Use.
E. Collateral
13. Binance may establish collateral requirements in respect of the VA Loan Services (including but not limited to setting LTV levels that are required to be maintained by you), as may be specified by Binance from time to time (the “Collateral Requirements”). Binance may, in its sole and absolute discretion, by written notice to you, immediately vary the Collateral Requirements at any time and by any amount, determine that additional Eligible Collateral is required, and/or stipulate that such Collateral Requirements shall apply to existing Loans, as well as new Loans. Binance will not in any way be bound to or restricted by any of the Collateral Requirements previously imposed in respect of any Loan to you or any other person, nor will any such prior Collateral Requirements fetter or otherwise limit in any way Binance’s discretion to establish any Collateral Requirements in respect of the VA Loan Services.
14. In order to use the VA Loan Services, you shall deposit the Eligible Collateral in the Collateral Account and/or otherwise provide Binance with the Eligible Collateral in such form and amounts, at such times as Binance may from time to time in its sole and absolute discretion require. You shall at all times maintain a Collateral Balance sufficient to satisfy the Collateral Requirements.
15. Upon entering into a Loan, the relevant amount of the Eligible Collateral (i.e. the Collateral in respect of the Loan being entered into) will automatically be transferred to a separate collateral account (the “Collateral Account”).
a. In the case of a Flexible Rate Loan, Virtual Assets will either be transferred to the Collateral Account from your Simple Earn Account or from your Spot Account and immediately thereafter used to Subscribe for a Flexible Simple Earn Offer for the relevant type of Virtual Asset. Collateral that is used to Subscribe for a Flexible Simple Earn Offer will accrue Real-Time Rewards and Bonus Tiered Rewards. Any Real-Time Rewards accrued on the Collateral Balance shall constitute Collateral.
b. In the case of a Stable Rate Loan, Virtual Assets will be transferred to the Collateral Account from your Spot Account.
16. All Collateral shall be held subject to Binance’s general rights in respect of your Virtual Assets as set out in the Terms of Use and as afforded by Applicable Law.
17. A list of Eligible Collateral will be prescribed by Binance on the Loan Data Page and certain Virtual Assets may only be valued as Collateral on a discounted basis. Binance may (but shall not be obliged to) notify you of any changes to the list of Eligible Collateral or discounts applied to the valuation thereof prior to those changes taking effect.
18. If at any time the LTV fails to meet the Collateral Requirements you agree to immediately transfer additional Eligible Collateral to the Collateral Account to satisfy the Collateral Requirements, whether or not a Margin Call has been made by Binance pursuant to clause 24 below.
19. You acknowledge that Collateral may be held and used by Binance to secure the Secured Obligations. All Collateral shall be held by Binance, notwithstanding any provision or Instructions to the contrary, as continuing security for the Secured Obligations and shall be subject to a general right of set off in favour of Binance. You hereby charge to Binance, by way of first fixed charge, and assign to Binance, by way of security, all your rights to, and interests in, the Collateral as continuing security for the payment and discharge of the Secured Obligations. For the avoidance of doubt, notwithstanding any provision of the Terms of Use, you shall have no right to withdraw or to submit any Instructions to request a withdrawal of any Virtual Assets that constitute Collateral.
20. Once the Loan has been repaid in full, all remaining Collateral in the Collateral Account corresponding to that Loan will be returned to your Spot Account or Simple Earn Account.
F. Additional Collateral
21. If Binance determines that additional Eligible Collateral is required pursuant to clause 13 above, you shall, upon demand, deposit with Binance such additional Eligible Collateral immediately or within a specified period of time (which may be less than 24 hours), provided that, notwithstanding any such demand for additional Eligible Collateral, Binance may at any time exercise its rights under section J (Default and Termination). In making such determination in respect of the Collateral provided for any Loan, Binance shall not be required to take into consideration the Collateral held by Binance in respect of any other Loan.
G. Ineligible Collateral
22. You acknowledge that on the occurrence of any of the following events when any of your Loans is outstanding:
a. the Virtual Asset in which the Collateral is denominated is no longer listed on the Platform;
b. the Virtual Asset in which the Collateral is denominated is subject to trading suspension on the Platform;
c. there is a change in any Applicable Law corresponding to the jurisdiction in which you access the VA Loan Services, to the effect that (i) the availability or transfer of the Virtual Asset in which the Collateral is denominated becomes restricted, (ii) it becomes illegal under any Applicable Law for you to transact in that particular Virtual Asset on the Platform, or (iii) Binance is otherwise unable to facilitate any Transactions involving that particular Virtual Asset on the Platform; or
d. there are other circumstances (in addition to those set out in sub-clauses (a) to (c) above) which Binance reasonably determines to have prevented or degraded your ability to continue to utilise a particular Virtual Asset as the Collateral,
Binance may in its reasonable discretion determine that the value of the Virtual Asset in which the Collateral is denominated shall be deemed to be zero.
23. If the value of the Virtual Asset in which the Collateral is denominated is deemed to be zero pursuant to clause 22 above, you shall, upon Binance’s demand and within such time frame as Binance specifies:
a. replace such Collateral by depositing another type of Virtual Asset as Eligible Collateral to restore the LTV to a level acceptable to Binance; or
b. repay the relevant Loan Balance.
H. Margin Calls
24. Binance may (but shall not be obliged to) make Margin Calls on you in respect of any of your Loans if, at any time, Binance considers that the LTV reaches or exceeds the Margin Call LTV threshold.
25. A Margin Call shall be addressed by you immediately upon delivery of the same by (i) depositing with Binance additional Eligible Collateral in the Collateral Account, and/or (ii) taking any other steps which Binance considers necessary, such that the LTV no longer reaches and exceeds the Margin Call LTV threshold.
26. Failure to satisfy a Margin Call may result in Binance, in its sole discretion, designating such event as a Default and/or triggering Liquidation.
27. Margin Calls made pursuant to clause 24 above may be communicated to you orally or in writing or in such other manner as Binance may in its sole and absolute discretion deem appropriate. Without prejudice to the generality of the foregoing, you acknowledge and agree that Binance may contact you via telephone at any of the telephone numbers provided by you to Binance for the purposes of any Margin Calls.
28. Subject to Binance’s discretion you may be permitted to set up an “auto top-up” function which will allow you to automatically transfer Eligible Virtual Assets from your Spot Account to the Collateral Account when the LTV falls below the Margin Call LTV. You acknowledge and agree that activating this feature on the Platform does not oblige Binance to issue a Margin Call or prevent Binance from issuing a Margin Call and that there is no guarantee that a transfer of Collateral will be made in time or be sufficient to avoid Liquidation.
I. Liquidation
29. Where:
a. you failed to address Binance’s demand either by replacing the relevant Collateral or repaying the relevant Loan Balance pursuant to clause 23 above;
b. a Margin Call is not addressed in accordance with clause 25 above;
c. the LTV reaches or exceeds the Liquidation LTV threshold; and/or
d. a Default has occurred and such Default is continuing,
Binance may, and shall be fully entitled (but shall not be obliged) to, sell or dispose of any or all Collateral in order to restore the LTV to a level acceptable to Binance or repay the Loan Balance in its sole discretion, whether or not a Margin Call has been made (“Liquidation”), and Binance is not required to provide notice to you before commencing Liquidation.
30. You acknowledge and agree that if the proceeds of Liquidation are insufficient to repay your Loan Balance, you shall be liable for any shortfall and such amount shall be immediately due and payable from you to Binance.
31. Without prejudice to clause 30 above, if the proceeds of Liquidation are insufficient to repay your Loan Balance, Binance may, in its sole discretion, decide to cover the shortfall due by you, in whole or in part, with funds from the Margin Insurance Fund, in which case you shall be relieved of any further liability in respect of such portion of the shortfall that Binance has agreed to cover from the Margin Insurance Fund. For the avoidance of doubt, you have no entitlement to receive the benefit of the Margin Insurance Fund and Binance is not obliged to provide any reason for its decision whether to make such benefit available to you or not. Binance shall under no circumstances be liable for any decision whether to make the Margin Insurance Fund available in a particular case or not.
32. Subject to clause 29, you give Binance the authority and discretion to sell or dispose of any or all Collateral in such manner as Binance, in its sole discretion, considers appropriate.
33. Unless Binance determines otherwise in its sole discretion, you will be liable for a liquidation fee if your Loan is liquidated, which will be equal to a percentage of the value of the assets liquidated (the “Liquidation Fee”), as calculated by Binance in its sole discretion. The rate at which the Liquidation Fee is charged (the “Liquidation Fee Rate”) is 2%, provided that Binance may change the Liquidation Fee Rate and the method by which such rate is determined at any time in its sole discretion.
34. You further acknowledge and agree that (i) you shall be liable for all trading fees and transaction costs relating to the Liquidation, (ii) you shall be liable for any losses resulting from the Liquidation, and (iii) Binance shall not be liable for any losses resulting from the Liquidation should Binance exercise any or all of its rights under these VA Loan Service Terms.
35. Failure or delay of Binance to exercise any or all of its rights under this section I (Liquidation) shall not constitute a waiver of its rights to do so at any time thereafter, nor shall Binance be subject to any liability to you for its acts or its delay or failure to so act.
J. Default and Termination
36. A “Default” shall be deemed to occur if:
a. there is a breach of any obligations or undertakings under these VA Loan Service Terms or the Terms of Use, including but not limited to any obligation to pay any amount whatsoever (principal, Interest and any other fees due to Binance under these VA Loan Service Terms) to Binance in respect of any Loan or the VA Loan Services;
b. any representations, warranties, agreements or material statements made by you to Binance under these VA Loan Service Terms or in connection with any relevant provision under the Terms of Use and the Simple Earn Terms being untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform Binance of the true position within three days;
c. it is or becomes illegal for you to comply with or perform any of your obligations under these VA Loan Service Terms or in connection to the relevant provisions under the Terms of Use and the Simple Earn Terms;
d. you fail to promptly provide Binance with verification of your identity or status or the identity or status of any person empowered by you to act on your behalf or information and/or documents in relation to credit checks and assessments conducted by Binance;
e. Binance is unable to contact you in accordance with your most recent instructions for sending notification or correspondence;
f. (in the event that you are an individual) you shall become deceased, bankrupt, of unsound mind or insane, commit an act of bankruptcy, or have action to place you in bankruptcy commenced against you;
g. (in the event that you are acting on behalf of a partnership) any of the partners thereof shall become deceased, bankrupt or insane, commit an act of bankruptcy, or have action to place any of the partners in bankruptcy commenced, or if action is commenced to dissolve and/or alter the partners or the constitutions of the partnership;
h. (in the event that you are acting on behalf of a corporation) the corporation shall be unable to pay its debts as and when they are due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;
i. any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), or steps are taken by any person to enforce any security against you;
j. you convene a meeting of your creditors or propose or make any compromise or arrangement with or any assignment for the benefit of your creditors;
k. Binance has reasonable concerns in relation to your creditworthiness, financial status or verification of your identity; or
l. an allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you, that in the good faith and commercially reasonable business judgement of Binance could reasonably result in reputational harm to Binance, or compromise the integrity of the markets maintained by Binance.
37. Without prejudice to any other right of Binance hereunder or otherwise at law, if a Default occurs, Binance may (but is not obliged to) immediately or any time thereafter, while such Default is continuing, do any one or more of the following without prior notice to you:
a. suspend (indefinitely or otherwise), cancel or terminate any Binance Account, Collateral Account, or Binance’s relationship with you or prohibit you from using Binance Services or opening any Binance Account and/or Collateral Account and accelerate any and all of your liabilities to Binance (including any and all of your Loans, fees, interests, and charges owed by you to Binance) so that they shall become immediately due and payable;
b. liquidate, accelerate and/or close out any outstanding Transaction (including any Transaction which has yet to be settled on the date on which Binance terminates such Transaction) by determining its value in good faith and in its absolute discretion as of the date of the close-out as soon as practicable after the close-out;
c. sell, dispose or otherwise transfer any Collateral or any other Virtual Assets or other property which may be credited to your Binance Account or which has been pledged to Binance by you and apply the proceeds to the discharge of your obligations, and Binance may set-off and net any of its obligations to you against any obligations of you to Binance;
d. vary the applicable Collateral Requirements or liquidate or exercise its power to sell the Collateral or part thereof or any other Virtual Assets or other property which may be credited to your Binance Account or which has been pledged to Binance by you at a price which Binance deems appropriate in the circumstance and apply the proceeds to the discharge of your obligations;
e. apply any amounts of whatsoever nature standing to your credit against any amounts which you owe Binance (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise Binance’s rights of netting or set-off against you under these VA Loan Service Terms, the Terms of Use, the Simple Earn Terms, Applicable Law or otherwise;
f. demand any shortfall after the application of sub-clause (e) above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by Binance;
g. do or omit to do anything which Binance reasonably believes to be necessary, desirable or expedient to protect Binance or its other users; and/or;
h. exercise such other authority and powers that may have been conferred upon Binance by these VA Loan Service Terms, the Terms of Use and/or the Simple Earn Terms.
38. To the extent permitted under Applicable Law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in respect of any Loan Balance including, but not limited to, legal counsel’s fees incurred and payable or paid by you.
K. Airdrops and Forks
39. You acknowledge that while a Loan is outstanding, the relevant Loaned Virtual Assets and/or Collateral (i) may entitle the holder of such Loaned Virtual Assets and/or Collateral to receive a certain quantity of the same or another Virtual Asset (an “Airdrop”), and/or (ii) may be subject to a Fork, and additional Virtual Assets may be distributed as part of such Airdrop (the “Airdropped Assets”) and/or the Forked Virtual Assets and be credited to holders of the relevant Virtual Asset.
40. Where the Airdropped Assets and/or Forked Virtual Assets (as described in clause 39 above) are derived from Loaned Virtual Assets (the “Additional Assets from Loaned VAs”), you acknowledge and agree that:
a. The Additional Assets from Loaned VAs shall be appropriated by Binance and all benefits flowing from rights in relation to such Additional Assets from Loaned VAs shall be retained by Binance, to the fullest extent as if they had not been transferred to you from Binance or any third party.
b. You shall have no right to the Additional Assets from Loaned VAs and Binance shall not be obliged to account to you for such Additional Assets from Loaned VAs.
c. The Additional Assets from Loaned VAs shall be a debt owed by you to Binance and shall form part of the relevant Loan. Such Additional Assets from Loaned VAs shall be reimbursed to Binance upon the distribution or your receipt of the same, failing which, Binance shall be entitled to:
i. (in the event that you received the Additional Assets from Loaned VAs in your Binance Account) debit from your Binance Account such Additional Assets from Loaned VAs;
ii. (in the event that you received the Additional Assets from Loaned VAs outside your Binance Account (for example, where the Loaned Virtual Assets were transferred out of your Binance Account and were subsequently subject to an Airdrop or a Fork)) require you to transfer such Additional Assets from Loaned VAs to it in such manner and within such time as it thinks fit;
iii. (to the extent that you have not transferred such Additional Assets from Loaned VAs to Binance pursuant to (ii) above, or you are unable to transfer such Additional Assets from Loaned VAs to Binance for any reason) debit from your Collateral Account:
(1) (where the Additional Assets from Loaned VAs and the Collateral are of the same type of Virtual Asset) an amount of Collateral which is equal to the amount of Additional Assets from Loaned VAs; or
(2) (where the Collateral is of a different type of Virtual Asset) an amount of Collateral which, upon being converted into the same type of Virtual Asset in which the Additional Assets from Loaned VAs are denominated in such manner and at such rate as Binance may determine, is equivalent to the Additional Assets from Loaned VAs in terms of value; and
iv. (in the event that the Collateral, upon the debit (and if applicable, the conversion) pursuant to (iii) above, will be insufficient to cover the value of the Additional Assets from Loaned VAs and/or maintain the LTV to a level acceptable to Binance) demand you to deposit additional Eligible Collateral in accordance with clause 21 above such that the debit (and if applicable, the conversion) fully covers the value of the Additional Assets from Loaned VAs and/or the LTV level required by Binance can be maintained subsequent to such debit (and if applicable, the conversion).
41. Where the Airdropped Assets and/or Forked Virtual Assets (as described in clause 39 above) are derived from Collateral (the “Additional Assets from Collateral”), you acknowledge and agree that:
a. The Additional Assets from Collateral shall be credited to your Spot Account.
b. For the avoidance of doubt, at no time shall any Additional Assets from Collateral be included in the calculation of the Collateral Balance.
42. Binance shall be under no obligation to pay any compensation to you in any form in respect of the Additional Assets from Loaned VAs and the Additional Assets from Collateral.
L. Your Representations, Warranties, Agreement and Undertakings
43. By making a request for a Loan, you represent and warrant that:
a. you satisfy the conditions as set out in clause 5 of these VA Loan Service Terms;
b. you have received, read and understand these VA Loan Service Terms, the Terms of Use and the Simple Earn Terms, including the nature and assume risks of the subject matter and you are capable of assuming, and do assume, all risks associated with the VA Loan Services described under these VA Loan Service Terms and those risks described in the Risk Disclosure Statement;
c. except with the express written consent of Binance, and except for any security or encumbrance created hereunder, no person has or will have any security or other encumbrance over any Collateral and/or any of your assets in any Binance Account or the Collateral Account;
d. you have complied with all Applicable Laws in all jurisdictions relevant to the VA Loan Services;
e. you have full legal capacity, power and all necessary authorisations to use the VA Loan Services;
f. you have obtained all necessary authorisations and consents, and taken all necessary corporate actions (as applicable) to make all payments and deliveries contemplated by these VA Loan Service Terms;
g. you are not impersonating any other person, operating under an alias or otherwise concealing your identity;
h. these VA Loan Service Terms constitute legal, valid and binding obligations enforceable against you in accordance with their terms and you will not be in breach of any Applicable Law, authorisation, document or agreement entering into or complying with obligations or exercising rights under these VA Loan Service Terms;
i. your use of the VA Loan Services and Binance’s provision of such services to you is not unlawful under the laws of any jurisdiction to which you are subject.
44. You undertake to:
a. promptly pay all of Binance’s fees, interest, commissions and/or other charges as such rates and in such manner as Binance may impose and stipulate from time to time with respect to the execution and/or performance of any Loan;
b. comply with all Applicable Laws in all jurisdictions relevant to the VA Loan Services;
c. use the Loan and the VA Loan Services in good faith;
d. exercise decency and observe universal moral and ethical standards in communication with Binance;
e. promptly, however not later than within three days, inform Binance in writing, about any changes in your personal data, information or documents submitted to Binance;
f. immediately notify Binance if an event of Default listed in clause 36 above occurs or you have reason to believe that you cannot truthfully make or repeat the representations and warranties set out in clause 43; and
g. at your own cost and at Binance’s request, execute and do all such deeds, acts and things (including without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents) as Binance may require for the purposes of these VA Loan Service Terms, including but not limited to perfecting Binance’s rights to the Collateral provided by you.
45. You undertake not to:
a. provide false, inaccurate, incomplete, out-of-date or misleading information;
b. commit, conduct or perform any misrepresentation, fraud, malicious act or criminal activities; and
c. transmit or upload any virus or other malicious software or program, or try to gain unauthorised access to other users accounts, website, network or systems relating to the VA Loan Services.
46. The above representations, warranties, agreements and undertakings shall be deemed repeated whenever you make a request for the Loan.
47. In case Binance has detected that any information submitted by you is false/not up to date/wrong, Binance may, at our sole discretion, stop the VA Loan Services and/or freeze your Binance Account. You may be held personally and criminally liable for providing false or misleading contact details (telephone, email, and residential address) and/or documents to pass the due diligence process by Binance and on further requests.
M. General exclusion
48. Binance has the sole discretion to determine which Virtual Assets are eligible to be used as Loans or Collateral. Binance may terminate a Loan without liability to you prior to Maturity if Binance determines that a Virtual Asset is no longer eligible to be used as a Loan or Collateral.
49. Binance reserves the right from time to time in its sole and absolute discretion to vary the rates of the Stable Interest Rate and the Flexible Interest Rate or impose other fees, commissions and charges in compliance with these VA Loan Service Terms and the Terms of Use.
50. Granting any Loan to you does not make Binance your trustee or investment adviser and no fiduciary relationship exists between us. We have no trust or other obligations in respect of your Binance Account other than those expressly specified hereunder. You understand and agree that Binance may charge you fees for the use of the Loan, if and to the extent applicable, at an amount as indicated in these VA Loan Service Terms and subject to revision from time to time, at our sole and absolute discretion.
51. Subject to the Terms of Use, and in its sole discretion, Binance may permit you to open sub-accounts for the purposes of the VA Loan Services.
N. Limitation of liability and indemnification
52. NOTWITHSTANDING ANY PROVISIONS IN THESE VA LOAN SERVICE TERMS, IN NO EVENT SHALL BINANCE BE LIABLE TO YOU FOR ANY TYPE OF INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING UNDER THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
53. Neither Binance nor any of its agents or nominees shall be liable for: (i) the management or performance of your Virtual Assets (including any reduction in the value); and (ii) any taxes or duties payable in respect of your Virtual Assets.
54. Even if (despite any other term of these VA Loan Service Terms) Binance is appointed as a custodian or agent or otherwise acts in any other fiduciary capacity for all or part of the Collateral, Binance may upon the enforcement of its rights, sell, dispose of, realise, convert into any other currency or otherwise deal with the Collateral as your agent or as mortgagee or pledgee, as Binance may at its discretion deem fit, without incurring any liability whatsoever or howsoever in respect of such fiduciary capacity.
55. Notwithstanding any other provision of these VA Loan Service Terms or the Terms of Use or any other right, neither Binance nor any Binance Affiliate will have any responsibility or liability for any loss or damage suffered by you in any circumstance except to the extent that such loss arises solely and directly as a result of the willful misconduct, actual fraud or material and continuing breach of obligation under these VA Loan Service Terms by Binance or any Binance Affiliate. You acknowledge and agree that neither Binance nor any Binance Affiliate is aware of any special circumstances pertaining to you, and that damages are an adequate remedy and that you shall not be entitled to any other claims or remedies at law or in equity, including but not limited to, any claim in rem, injunction, and/or specific performance.
56. WITHOUT LIMITATION TO THE FOREGOING, BINANCE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM AND SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
57. You further agree to indemnify, defend and hold harmless Binance and the Binance Affiliates from and against any claims, damages, losses, liabilities, expenses and costs (including legal fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) any third-party claim concerning these VA Loan Services Terms; (ii) your breach of any of the terms of these VA Loan Services Terms; or (iii) your use of the Loan or the VA Loan Services in violation to these VA Loan Services Terms or any Applicable Laws.
O. Survival
58. Notwithstanding suspension or termination of your access to and use of the VA Loan Services, these VA Loan Service Terms shall continue to apply to you to the extent that there are any obligations or liabilities which remain to be performed or discharged by you under these VA Loan Service Terms.
59. In addition, if any provision of these VA Loan Service Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these VA Loan Service Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.
P. Transfer, Assignment or Delegation
60. These VA Loan Service Terms, and any rights and obligations granted hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned or delegated by you to any third-party without Binance’s written consent. Binance shall reserve the right to assign, delegate or transfer these VA Loan Service Terms and the rights and obligations hereunder to any third party at any time without notice or your consent.
Q. Definitions & Interpretation
61. Unless otherwise defined, capitalised words used in these VA Loan Service Terms shall have the same meaning given to them in the Terms of Use. The rules of interpretation set out in the Terms of Use shall apply to these VA Loan Service Terms, except that references to clauses are to clauses in these VA Loan Service Terms, unless otherwise stated.
“Additional Assets from Collateral” has the meaning given to this term in clause 41.
“Additional Assets from Loaned VAs” has the meaning given to this term in clause 40.
“Airdrop” has the meaning given to this term in clause 39.
“Airdropped Assets” has the meaning given to this term in clause 39.
“Applicable Law” has the meaning given to this term in the Terms of Use.
“Binance Account” has the meaning given to this term in the Terms of Use.
“Binance Affiliates” has the meaning given to this term in the Terms of Use.
“Binance Group Entities” has the meaning given to this term in the Simple Earn Terms.
“Bonus Tiered Rewards” has the meaning given to this term in the Simple Earn Terms.
“Collateral” means, in respect of a Loan, all Eligible Collateral offered by you and held in the Collateral Account in respect of that Loan and the Real-Time Rewards accrued on any such Eligible Collateral, if any.
“Collateral Account” has the meaning given to that term in clause 15.
“Collateral Balance” means, in respect of a Loan, the total value of (a) the Collateral offered by you and held in the Collateral Account in respect of that Loan (calculated by multiplying the quantity of the Collateral by the relevant Price Index), and (b) the Real-Time Rewards accrued on the Collateral (if any).
“Collateral Requirements” has the meaning given to that term in clause 13.
“Default” has the meaning given to that term in clause 36.
“Eligible Collateral” means such Virtual Assets as Binance, in its sole discretion, may from time to time accept as collateral in respect of Loans, as specified on the Loan Data Page.
“Flexible Interest Rate” has the meaning given to that term in clause 8.
“Flexible Rate Loan” means a loan of Virtual Assets subject to these VA Loan Service Terms that incurs Flexible Rate Loan Interest and has an initial Term of one minute.
“Flexible Rate Loan Extension” has the meaning given to its term in clause 8.
“Flexible Rate Loan Interest” means the Interest accrued on a Flexible Rate Loan.
“Flexible Simple Earn Offer” has the meaning given to this term in the Simple Earn Terms.
“Fork” has the meaning given to this term in the Terms of Use.
“Forked Virtual Assets” has the meaning given to this term in the Terms of Use.
“Grace Period” means, a grace period for repaying a Stable Rate Loan, which is (i) in respect of a Stable Rate Loan with a Term of 7 days, 72 hours, (ii) in respect of a Stable Rate Loan with a Term of 30 days, 168 hours, and (iii) in respect of a Stable Rate Loan subject to a Stable Rate Loan Extension, 72 hours, in each case commencing from the Maturity (subject to the Stable Loan Extension, if applicable) of the relevant Stable Rate Loan.
“Instruction” has the meaning given to this term in the Terms of Use.
“Interest” means Flexible Rate Loan Interest or Stable Rate Loan Interest, as applicable.
“KYC” means Know Your Customer (or Client), which means the process of verifying the identity of customers or clients and assessing potential risks of illegal intentions for the business relationship.
“Liquidation” has the meaning given to that term in clause 29.
“Liquidation Fee” has the meaning given to that term in clause 33.
“Liquidation Fee Rate” has the meaning given to that term in clause 33.
“Liquidation LTV” means the percentage shown under that heading for the relevant Eligible Collateral on the Loan Data Page.
“Loan” means any Virtual Assets credit facility granted by Binance to you, including a Flexible Rate Loan or a Stable Rate Loan.
“Loan Balance” means, in respect of a Loan, all outstanding principal plus the Outstanding Interest in respect of that Loan plus any additional fees and charges, including the Liquidation Fee, if applicable.
“Loan Data Page” means the website containing information in respect of the VA Loan Services available at https://www.binance.com/en-AE/loan/data, or such other address as Binance may specify from time to time.
“Loaned Virtual Assets” means any Virtual Assets credited to you under any Loan.
“LTV” means, in respect of a Loan, the result of the following formula calculation, expressed as a percentage:
LTV = Loan Balance / Collateral Balance.
“Margin Call'' means a notification from Binance to you to deposit additional Eligible Collateral in the Collateral Account to avoid Liquidation of the Collateral and termination of the Loan.
“Margin Call LTV” means the percentage shown under that heading for the relevant Eligible Collateral on the Loan Data Page.
“Margin Insurance Fund” means a pool of Virtual Assets maintained by Binance, primarily funded by the Liquidation Fee.
“Maturity” means the time at which the Term of a Loan expires in accordance with these VA Loan Service Terms and when repayment of such Loan is due.
“Outstanding Interest” means, in respect of a Loan, the sum of all amounts of Interest calculated in respect of that Loan minus any payments made on account of Interest in respect of that Loan.
“Platform” has the meaning given to this term in the Terms of Use.
“Price Index” means, in respect of a Virtual Asset, the current market price denominated in another Virtual Asset, as calculated by Binance, in its sole discretion, using volume-weighted data from Binance and other major Virtual Asset exchanges.
“Product Terms” has the meaning given to this term in the Terms of Use.
“Real-Time Rewards” has the meaning given to this term in the Simple Earn Terms.
“Risk Disclosure Statement” has the meaning given to this term in clause 3.
“Secured Obligations” means all of your obligations, liabilities, monies or other amounts whatsoever at any time now or hereafter owing, due, incurred or payable by you to Binance under these VA Loan Service Terms, the Terms of Use or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety.
“Simple Earn Account” has the meaning given to this term in the Simple Earn Terms.
“Simple Earn Assets” has the meaning given to this term in the Simple Earn Terms.
“Simple Earn Offer” has the meaning given to this term in the Simple Earn Terms.
“Simple Earn Terms” has the meaning given to this term in clause 3.
“Spot Account” has the meaning given to this term in the Simple Earn Terms.
“Stable Interest Rate” has the meaning given to this term in clause 8.
“Stable Rate Loan” means a loan of Virtual Assets subject to these VA Loan Service Terms that incurs Stable Rate Loan Interest and has an initial Term of seven or thirty days.
“Stable Rate Loan Extension” has the meaning given to that term in clause 8.
“Subscribe” has the meaning given to this term in the Simple Earn Terms.
“Term” means the duration of a Loan as provided for in these VA Loan Service Terms.
“Transaction” has the meaning given to this term in the Terms of Use.
“VA Loan Services” has the meaning given to that term in clause 2.
“VA Loan Service Terms” has the meaning given to that term in clause 1.
“Virtual Assets” has the meaning given to this term in the Terms of Use.