BFUSD Terms

a. By purchasing BFUSD you acknowledge that you have read, understood and accepted all of the terms and conditions in these terms (these “BFUSD Terms”), together with any additional documents or terms referred to in these BFUSD Terms, and you acknowledge and agree that you will be bound by and will comply with these BFUSD Terms. If you do not understand and accept these BFUSD Terms in their entirety, then you should not purchase or otherwise hold BFUSD.

b. These BFUSD Terms are supplemental to, form part of and are subject to the Binance terms of use (as updated and amended from time-to-time, the “Terms of Use”) and the Binance futures services agreement (as updated or amended from time-to-time, the “Binance Futures Services Agreement”) and the provisions set out in the Terms of Use and the Binance Futures Services Agreement shall continue to apply (together with these BFUSD Terms, the “Agreement”). These BFUSD Terms constitute Product Terms (as defined in the Terms of Use). References in the Terms of Use to the “Binance Services” shall include references to the services contemplated hereunder. In the event of any conflict or inconsistency between these BFUSD Terms, the Terms of Use, and the Binance Futures Services Agreement, these BFUSD Terms shall prevail with respect to the services contemplated hereunder, unless expressly stated otherwise.

c. The Agreement is legally binding between you and NEST Services Limited (“Binance”), an entity incorporated and registered under the laws of the Republic of Seychelles with registration number 238045 and address at House of Francis, Room 303, Ile Du Port, Mahe, Seychelles.

d. All terms and references used in these BFUSD Terms and which are defined and construed in the Terms of Use or the Binance Futures Services Agreement, but are not defined or construed in these BFUSD Terms, shall have the same meaning and construction in the Terms of Use and the Binance Futures Services Agreement.

e. Binance may make changes to these BFUSD Terms (or any terms or information incorporated by reference) at any time in accordance with the Terms of Use.

f. Without prejudice to sub-clause (e), unless otherwise expressly agreed by Binance in writing, this version of these BFUSD Terms shall replace and supersede all previous versions of these BFUSD Terms that may have been accepted by you or otherwise made available on the Platform.

a. This product is only available to certain users in certain countries. This product is not intended for users/countries to which restrictions/prohibitions apply.

b. Binance reserves the right to adjust the eligibility requirements of this product from time-to-time. Without prejudice to Binance’s rights under this Agreement, if you cease to be eligible, Binance may exercise its right to repurchase your BFUSD in accordance with clause 6 (Redemption of BFUSD; Repurchase).

a. You may purchase BFUSD on the Platform with a USD Stablecoin at an exchange rate of 1:1. Unless waived by Binance in its sole discretion, all purchases of BFUSD will be subject to a purchase fee calculated at the variable rate that is determined by Binance from time-to-time in its sole discretion and which will be incorporated in the conversion quote displayed on the Platform prior to your confirmation of a purchase transaction (in each case, a “Purchase Fee”). When you purchase BFUSD for your Futures Account with a USD Stablecoin, Binance will credit the corresponding amount of BFUSD to that Futures Account and the USD Stablecoin purchase price (including any Purchase Fee) will be debited from thatFutures Account.

b. Your BFUSD can only be held in your own Futures Accounts and cannot be withdrawn. BFUSD can be transferred between your own Futures Accounts only. BFUSD cannot be transferred to a Futures Account belonging to any other user.

c. BFUSD can only be used as a store of value or for the purpose of funding your Margin Requirements, as described more fully below in clause 4 (BFUSD as Margin). You must not attempt, nor purport, to use BFUSD for any other purpose.

d. Binance reserves the right to implement minimum or maximum transaction value limits from time-to-time, with or without prior notice, in its sole and absolute discretion.

e. Unless otherwise agreed in writing between you and Binance, each Futures Account will be subject to the applicable Maximum Limit. Binance reserves the right to adjust the Maximum Limit with respect to your Futures Account from time-to-time, with or without prior notice, in its sole and absolute discretion. Any BFUSD balance in excess of the applicable Maximum Limit may be repurchased by Binance in accordance with clause 6 (Redemption of BFUSD; Repurchase). You must not attempt to transfer or purchase BFUSD that would cause the BFUSD balance in your Futures Account to breach the applicable Maximum Limit. Binance will not be liable for any failed transfer or purchase of BFUSD on account of a breach of the applicable Maximum Limit.

f. Binance reserves the right to refuse to sell BFUSD to you, as Binance determines in its sole and absolute discretion. Binance also reserves the right to suspend the sale of BFUSD generally at any time where it deems necessary or desirable to do so in its sole and absolute discretion.

g. Binance will, for its own account and not on behalf of the holders of BFUSD, maintain a balance of collateral (the “BFUSD Collateral Pool”) and a portfolio of hedging transactions (the “BFUSD Hedging Portfolio”), each as determined appropriate by Binance from time-to-time in its sole and absolute discretion. Binance may generate income from the BFUSD Collateral Pool and from the BFUSD Hedging Portfolio (such amounts net of any costs, charges, commissions, fees or expenses incurred or charged by Binance in respect of the BFUSD Collateral Pool and BFUSD Hedging Portfolio, as determined by Binance, the “BFUSD Income”).

a. Subject to sub-clause (d), BFUSD is a Digital Asset that Binance has determined to accept for the purpose of satisfying Margin Requirements for Futures Accounts in multi-asset mode. In accordance with clause 4 (Margin) of the Binance Futures Services Agreement, Binance reserves the right to determine the value of any Margin, including (without limitation) to apply or adjust any value haircuts, from time to time in its sole and absolute discretion. The applicable collateral value ratio for BFUSD from time to time is published here. If your Futures Account is not set to multi-asset mode, then your BFUSD balance in that Futures Account will not count toward your Margin Requirement for that Futures Account.

b. The value of BFUSD comprising any portion of your Margin Balance for your Futures Account will not include at any time the value of any accrued but unpaid Reward Amount in respect of your BFUSD balance in that Futures Account.

c. Without prejudice to Binance’s right to repurchase BFUSD at any time, Binance reserves the right to suspend or cease accepting BFUSD for the purpose of Margin Requirements, to the extent it deems reasonably necessary in order to comply with Applicable Laws, or to protect the security, integrity or reputation of the Platform or related services.

d. BFUSD is not accepted as Margin for Portfolio Margin accounts. If you hold BFUSD and wish to upgrade to a Portfolio Margin account, please ensure that you have sufficient Margin Balance comprising other Digital Assets that are accepted for Margin Requirements, to avoid liquidation of positions. You should redeem your BFUSD balances prior to upgrading to a Portfolio Margin account. Binance will not be responsible for any loss or costs in respect of any attempt to upgrade to a Portfolio Margin account.

a. If you hold BFUSD in your Futures Account on a Calculation Day, you will be entitled to the Reward Amount (if any) in respect of that Calculation Day. Any Reward Amount will ordinarily be credited on the immediately following calendar day to your Futures Account in the form of a USD Stablecoin. Binance does not guarantee nor provide any assurance that the Applicable Reward Rate on any particular Calculation Day will be positive. The Applicable Reward Rate may be zero, in which case the Reward Amount in respect of the relevant Calculation Day will be nil.

b. Historical daily Base Rates and Boosted Rates are published HERE for information purposes only. Past reward rates are not indicative of future reward rates.

c. You hereby confirm that you understand, acknowledge and agree that the ability of Binance to generate BFUSD Income is a key factor in the calculation of the Base Rate and the Boosted Rate for any Calculation Day, and will be dependent, amongst other things, on the prevailing market conditions, including, without limitation, the “Funding Rates” and “Funding Fees” (as such terms are defined in the Binance Futures Services Agreement) for short futures positions.

d. You further confirm your understanding that the Base Rate and the Boosted Rate are independently determined by Binance in its sole discretion in respect of each Calculation Day, and that the Boosted Rate determined by Binance may be higher than the Base Rate for the same Calculation Day.

a. Subject to any applicable restrictions that may apply from time-to-time in accordance with this clause 6 (Redemption of BFUSD; Repurchase), you shall have the right to redeem BFUSD on the Platform for a USD Stablecoin at an exchange rate of 1:1. Unless waived by Binance in its sole discretion, all redemptions will be subject to a redemption fee calculated at the variable rate that is determined by Binance from time-to-time in its sole discretion and which will be incorporated in the conversion quote displayed on the Platform prior to your confirmation of a redemption transaction (in each case, a “Redemption Fee”). When you redeem BFUSD for a USD Stablecoin, Binance will credit the corresponding redemption amount of USD Stablecoin to your Futures Account and the BFUSD will be debited from your Futures Account.

b. Binance reserves the right to apply redemption restrictions or conditions from time-to-time, with or without notice, to the extent it deems appropriate in its sole discretion, including, without limitation, to facilitate compliance with Applicable Laws or to protect the security, integrity or reputation of the Platform.

c. Without prejudice to sub-clause 6(b), Binance reserves the right, at its sole and absolute discretion, to delay or suspend any redemption of BFUSD with or without notice, for a period of up to 7 consecutive calendar days. During such period, Binance shall not be liable for any claims, losses or damages arising directly or indirectly from any delay in processing redemption requests. Binance may impose this restriction for any reason, including, without limitation, market conditions, liquidity considerations, or operational requirements. If Binance determines to impose a suspension or delay of BFUSD redemptions (i) you will be notified on the Platform of the decision to delay or suspend redemptions and (ii) Binance may determine in its sole discretion to treat submitted but unfulfilled redemption requests as void, in which case you will need to submit a new redemption request once the suspension or delay of redemptions has been lifted.

d. Binance reserves the right, and you irrevocably consent and grant Binance the option, to repurchase BFUSD from you at any time and for any reason, with or without prior notice. In the event of such repurchase, your Futures Account will be credited with the equivalent amount of a USD Stablecoin at an exchange rate of 1:1, and the corresponding amount of BFUSD will be debited from your Futures Account. You are not entitled to any damages or compensation in respect of Binance exercising its right to repurchase. No Redemption Fee will apply if Binance exercises its right to mandatorily repurchase BFUSD.

a. Binance will, for its own account and not on behalf of the holders of BFUSD, maintain a dedicated reserve fund with respect to BFUSD (the “BFUSD Reserve Fund”). The size and composition of the BFUSD Reserve Fund will be monitored frequently by Binance, and will be determined by Binance from time-to-time in its sole and absolute discretion.

b. Binance may apply the assets in the BFUSD Reserve Fund as it deems appropriate, including, without limitation, to fund any Funding Fee costs in respect of hedge positions comprising the BFUSD Hedging Portfolio, to supplement funding of the Base Rate and/or the Boosted Rate where the BFUSD Income is insufficient, or to fund the purchase of additional assets to add to the BFUSD Collateral Pool.

c. Without prejudice to Binance’s absolute discretion, a portion of the BFUSD Income may be used by Binance to fund the BFUSD Reserve Fund, as determined by Binance from time-to-time in its sole and absolute discretion.

d. The BFUSD Reserve Fund is separate from the Insurance Fund. The Insurance Fund will not be used to fund or otherwise supplement the BFUSD Reserve Fund, and vice versa.

e. To the extent that the size of the BFUSD Reserve Fund is deemed insufficient by Binance, then Binance may (but is not required to) contribute additional assets to the BFUSD Reserve Fund. The composition of the BFUSD Reserve Fund may also be rebalanced by Binance from time-to-time, as it considers appropriate in its sole and absolute discretion.

f. If the size of the BFUSD Reserve Fund exceeds the required minimum determined by Binance from time-to-time, any funds in excess of the required minimum may be deployed by Binance for other purposes as it considers appropriate in its sole and absolute discretion.

a. All assets comprising the BFUSD Collateral Pool, the BFUSD Hedging Portfolio and the BFUSD Reserve Fund are the property of Binance as the sole legal and beneficial owner, and all right, title and interest in and to any of the BFUSD Collateral Pool, the BFUSD Hedging Portfolio and the BFUSD Reserve Fund vests in Binance free and clear of any liens, claims, charges or encumbrances or any other interest of yours or of any third person.

b. Binance does not act as a fiduciary for, nor advisor to, you.

c. Nothing in these BFUSD Terms is intended to create (nor does create) in favour of you or any third party any mortgage, charge, lien, pledge, encumbrance or other security interest in any assets comprising the BFUSD Collateral Pool, the BFUSD Hedging Portfolio nor the BFUSD Reserve Fund.

a. Each purchase and redemption of BFUSD will be subject to the Purchase Fee and Redemption Fee, which will be incorporated in the conversion quote that will be shown on the Platform prior to your confirmation of the relevant transaction, unless such fees are waived by Binance in its sole discretion from time-to-time.

b. No Redemption Fee will apply if Binance exercises its right to repurchase BFUSD.

c. Binance reserves the right to amend the fees applicable to purchases or redemptions at any time, with or without prior notice.

10. English Language Version Prevails. Where any discrepancy arises between the translated versions of these BFUSD Terms and the original English version of these BFUSD Terms, the English version shall prevail.

a. “Agreement” has the meaning given to that term in clause 1(b).

b. “Applicable Law” has the meaning given to that term in the Terms of Use.

c. “Applicable Reward Rate” means, with respect to each Calculation Day and each Futures Account, either (i) if that Futures Account is a Qualifying Trading Account with respect to that Calculation Day, the Boosted Rate; or (ii) otherwise, the Base Rate.

d. “Base Rate” means, with respect to each Calculation Day, an annualised percentage rate, based on a 365-day year, as determined by Binance in its sole and absolute discretion, and published as the “Base APY” on the Binance website HERE each day, subject to a minimum of zero. In determining the Base Rate for a Calculation Day, Binance will take into account a number of factors, including, without limitation, the aggregate amount of Qualifying Balance across all holders of BFUSD on that Calculation Day, the distribution of aggregate Qualifying Balances between Qualifying Trading Accounts and non-Qualifying Trading Accounts across all holders of BFUSD on that Calculation Day, the level of BFUSD Income in respect of that Calculation Day and the funding requirements in respect of the BFUSD Reserve Fund. If, for any reason, Binance does not publish a Base Rate with respect to a Calculation Day, then the Base Rate for that Calculation Day will be deemed zero. The Base Rate is entirely independent from the Boosted Rate (defined below).

e. “Boosted Rate” means, with respect to each Calculation Day, an annualised percentage rate, based on a 365-day year, as determined by Binance in its sole and absolute discretion, and published as the “Boosted APY” on the Binance website HERE each day, subject to a minimum of zero. In determining the Boosted Rate for a Calculation Day, Binance will take into account a number of factors, including, without limitation, the aggregate amount of Qualifying Balances across all holders of BFUSD on that Calculation Day, the distribution of aggregate Qualifying Balances between Qualifying Trading Accounts and non-Qualifying Trading Accounts across all holders of BFUSD on that Calculation Day, the level of BFUSD Income in respect of that Calculation Day and the funding requirements in respect of the BFUSD Reserve Fund. If, for any reason, Binance does not publish a Boosted Rate with respect to a Calculation Day, then the Boosted Rate for that Calculation Day will be deemed zero. The Boosted Rate is entirely independent from the Base Rate (defined above).

f. “BFUSD Collateral Pool” has the meaning given to that term in clause 3(g).

g. “BFUSD Hedging Portfolio” has the meaning given to that term in clause 3(g).

h. “BFUSD Income” has the meaning given to that term in clause 3(g).

i. “BFUSD Reserve Fund” has the meaning given to that term in clause 7(a).

j. “BFUSD Terms” has the meaning given to that term in clause 1(a).

k. “Binance” has the meaning given to that term in clause 1(c).

l. “Binance Futures Services Agreement” has the meaning given to that term in clause 1(b).

m. “Calculation Day” means, in respect of each determination of a Base Rate and a Boosted Rate, the UTC day immediately prior to the date of Binance’s determination.

n. “Day Count Fraction” means 1/365.

o. “Futures Account” has the meaning given to that term in the Binance Futures Services Agreement.

p. “Insurance Fund” has the meaning given to that term in the Binance Futures Services Agreement.

q. “Margin” has the meaning given to that term in the Binance Futures Services Agreement.

r. “Margin Balance” has the meaning given to that term in the Binance Futures Services Agreement.

s. “Margin Requirement” has the meaning given to that term in the Binance Futures Services Agreement.

t. “Maximum Limit” means, with respect to each Futures Account, the maximum BFUSD balance limit for your Futures Account, as determined by Binance from time-to-time in its sole discretion, as shown on the Platform and available HERE.

u. “Purchase Fee” has the meaning given to that term in clause 3(a).

v. “Qualifying Balance” means, with respect to each Calculation Day and each Futures Account, an amount equal to the lowest balance of BFUSD in the Futures Account during that Calculation Day, as determined by Binance in good faith, measuring the BFUSD balance periodically during that Calculation Day (at such frequency as Binance may select from time-to-time in its sole and absolute discretion).

w. “Qualifying Trading Account” means, with respect to each Calculation Day, a Futures Account which has a USDS-M Futures trade volume >0 on that Calculation Day, as determined by Binance.

x. “Redemption Fee” has the meaning given to that term in clause 6(a).

y. “Reward Amount” means, with respect to each Calculation Day (CD) and each Futures Account, an amount in a USD Stablecoin calculated by Binance as follows:

aa. USD Stablecoin” means USDT and/or such other USD stablecoin(s) that is/are supported by Binance in respect of BFUSD from time-to-time, as determined by Binance in its sole discretion and as shown on the Platform.

bb. “UTC” means Coordinated Universal Time.

cc. “UTC day” means a continuous 24-hour period that begins at 00:00 UTC and ends at 23:59:59 UTC on the same calendar day. Each UTC day is independent of time zones and daylight saving time adjustments, adhering solely to the standard UTC time convention.

a. You hereby acknowledge, confirm your understanding, and agree that:

b. The above description of risks is not exhaustive, and merely serves as a summary overview of some (but not all) of the risks that may result from purchasing and holding BFUSD. Please also refer to the General Risk Warning and Responsible Trading page.

c. Neither Binance, nor any affiliate or representative of Binance, makes any representation or warranty that BFUSD is appropriate (i) for any user or in any location, nor (ii) that the transactions and services described in these BFUSD Terms are (or will continue to be) available or appropriate for any user or in any location. You are strongly encouraged to carefully review these BFUSD Terms and seek independent professional advice as to whether BFUSD is appropriate for you having regard to your personal circumstances and objectives, financial position and risk tolerance.

d. By accepting these BFUSD Terms, you hereby unconditionally and irrevocably; (i) confirm that you understand, accept and assume full responsibility for participating in BFUSD together with any and all associated risks with your purchase and holding of BFUSD, including without limitation the risks described in sub-clause (a), and (ii) have carefully assessed whether, and determined that, BFUSD is appropriate for you.

13. Disputes, Governing Law, Jurisdiction and Arbitration. For the avoidance of doubt, the clauses relating to Complaints, Notice of claim, Agreement to arbitrate; Governing law; and Class action waiver of the Terms of Use shall apply to any disputes or claims relating to, arising out of or in connection with these BFUSD Terms, including your assent to these BFUSD Terms.

14. Entire Agreement. The Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance (except as expressly provided for in the Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in the Agreement will limit or exclude any liability of a party for fraud.