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Simple Earn Terms of Use

updated: 22 September 2022

1. Simple Earn

1.1. By Subscribing to a Simple Earn Offer you can, in exchange for providing Binance with your Simple Earn Assets, earn Simple Earn Rewards.
1.2. By Subscribing to a Simple Earn Offer with Binance, you acknowledge and agree that:
  1. you have read, understood and accepted all of the terms and conditions in these Simple Earn Terms; and
  2. you will be bound by and will comply with these Simple Earn Terms.
1.3. If you do not understand and accept these Simple Earn Terms in their entirety, you should not participate.
1.4. Simple Earn is not a financial product within the meaning of the Corporations Act and does not involve the provision of any financial services in respect of financial products.

2. How to participate in Simple Earn

2.1. You can Subscribe to a Simple Earn Offer through the Binance Platform.
2.1. When you provide Digital Assets to Binance for the purposes of Simple Earn, you will be prompted to agree with some or all of the following terms on the Platform:
  1. the Simple Earn Rewards Rate;
  2. the amount of Digital Assets you will use to Subscribe;
  3. the Digital Assets that you will use to Subscribe;
  4. whether the Simple Earn Offer is Flexible Simple Earn or Locked Simple Earn; and
  5. if you subscribe to Locked Simple Earn, the Locked Simple Earn Term and the Locked Distribution Frequency.
2.3. Binance may specify a minimum amount of Simple Earn Assets that are required to Subscribe to a Simple Earn Offer, and/or any Subscription Limits that apply.
2.4. You will not be able to Subscribe between 23:50 UTC and 0:10 UTC each day.

3. Flexible Simple Earn

3.1. For Flexible Simple Earn:
  1. Simple Earn Rewards:
    i) will be calculated by reference to the Simple Earn Rewards Rate on the day the Simple Earn Rewards accrues;
    ii) starts accruing at the Simple Earn Rewards Rate from the day after you Subscribe. Simple Earn Rewards will accrue from day to day and will be calculated on the basis of the number of days elapsed and a 365 day year. You do not earn any Simple Earn Rewards until the second day that you Subscribe;
    iii) will be distributed to your Spot Account the day after it is accrued, between 0:00 UTC to 08:00 UTC. This means that Simple Earn Rewards will not be distributed to your Spot Account until the third day after you Subscribe; and
    iv) is applied each day to Simple Earn Assets only, and not to Simple Earn Rewards;
    v) is provided in the same Digital Currency as your Simple Earn Assets, unless otherwise stated; and
    vi) is rounded down to 8 decimal places.
  2. the Simple Earn Rewards Rate:
    i) may be varied from time to time; and
    ii) if it is changed, the new Simple Earn Rewards Rate will apply the date and time specified by Binance. If no time is specified, it will be 0:00UTC on the day that Binance announces the change will take effect, on the Website.
  3. Redemption:
    You may choose to end your participation in a Simple Earn Offer at any time. In this regard, you note the following with regards to Redemptions:
  1. if you elect to Redeem using Fast Redemption:
    a) Simple Earn Rewards will not be accrued or distributed to your Spot Account for the day that you elect to Redeem; and
    b) your Simple Earn Assets will be returned to your Spot Account immediately (subject to any right Binance may have to retain your Simple Earn Assets in accordance with these terms); and
  2. if you elect to Redeem using Standard Redemption:
    a) Simple Earn Rewards will be accrued and distributed to your Spot Account for the day that you elect to Redeem; and
    b) your Simple Earn Assets will be returned to your Spot Account within 24 hours of your request (subject to any right Binance may have to retain your Simple Earn Assets in accordance with these terms); and
  3. in some circumstances (such as events of extreme market volatility, network delays or a significant number of simultaneous instructions to Redeem from other Binance users), your Redemption may be delayed; and
  4. you will not be able to Redeem your Simple Earn Assets between 23:50 UTC and 0:10 UTC each day.
Flexible Simple Earn: Example
You Subscribe to a Simple Earn Offer for ABC Digital Assets. The Simple Earn Rewards Rate is 10% per annum. You Subscribe using 10,000 ABC Digital Assets for Flexible Simple Earn.
You Subscribe on a Monday at 12:00 UTC. You do not earn Simple Earn Rewards for the first day (Monday). Simple Earn Rewards begins to accrue on Tuesday, and distributed to your Spot Account on Wednesday.
The amount of ABC Digital Assets distributed to your Spot Account on Wednesday is as follows:
10,000 × 10% ×1÷365 = 2.73972602 ABC
3.2. This example is intended to illustrate how Simple Earn Rewards are calculated and distributed. It is not intended to give any representation about the performance of particular Digital Assets. Nor is it intended to give any representation about the volatility of particular Digital Assets or the Digital Asset markets in general. The Digital Assets used in this example are completely fictional.

4. Flexible Auto-Subscribe

4.1. You may instruct Binance to automatically transfer one or more Eligible Simple Earn Currencies from your Spot Account to your Simple Earn Account (Flexible Auto-Subscribe).
4.2. If you elect to Flexible Auto-Subscribe, Binance will transfer all Digital Assets in your Spot Account, denominated in the Eligible Simple Earn Currency, to your Simple Earn Account at 02:00 (UTC), and 20:00 (UTC) each day.
4.3. These Digital Assets will be used to Subscribe to Simple Earn Offers made available to you by Binance, and will form part of your Simple Earn Assets. Simple Earn Rewards will be calculated and distributed to your Spot Account in accordance with these Simple Earn Terms.
4.4. Binance reserves the right not to act on your instructions to Flexible Auto-Subscribe. It may refuse to act on these instructions for any reason, including but not limited to, that the Subscription Limit for a Simple Earn Offer has been reached.
Auto-Subscribe: Example
You turn on the Auto-Subscribe feature at 21:00 UTC on Wednesday for BCD. BCD is an Eligible Digital Currency. You hold 10,000 BCD and 5,000 ABC Digital Assets in your Spot Account.
Digital Assets are transferred from your Spot Account to your Simple Earn Account at 02:00 (UTC), and 20:00 (UTC) each day. As you elected to Flexible Auto-Subscribe at 21:00 (UTC) on Wednesday, ABC Digital Assets in your Spot Account will not be automatically transferred until 02:00 UTC on Thursday.
You do not earn Simple Earn Rewards for the first day (Thursday). Simple Earn Rewards begins to accrue on Friday, and is distributed to your Spot Account on Saturday.
4.5. This example is intended to illustrate how Flexible Auto-Subscribe works. It is not intended to give any representation about the performance of particular Digital Assets. Nor are they intended to give any representation about the volatility of particular Digital Assets or the Digital Asset markets in general. The Digital Assets used in this example are completely fictional.

5. Locked Simple Earn

5.1. For Locked Simple Earn:
  1. Simple Earn Rewards:
    i) will be calculated by reference to the Simple Earn Rewards Rate on the day the Simple Earn Rewards accrues;
    ii) starts accruing at the Simple Earn Rewards Rate from the day after you Subscribe. Simple Earn Rewards will accrue from day to day and will be calculated on the basis of the number of days elapsed and a 365 day year. You do not earn any Simple Earn Rewards for the first day that you Subscribe;
    iii) is provided in the same Digital Currency as your Simple Earn Assets, unless otherwise stated;
    iv) will be distributed to your Spot Account, at the agreed Locked Distribution Frequency; and
    v) is rounded down to 8 decimal places.
  2. the Simple Earn Rewards Rate:
    i) may be varied by from time to time; and
    ii) if it is changed, it will apply from the time and date specified by Binance. If no time is specified, it will be 0:00UTC on the day that Binance announces that the change will take effect (as set out on the Binance Website).
  3. Redemption:
  1. Binance may, in its sole discretion, permit you to Early Redeem. Your right to Early Redeem may be withdrawn at any time.
  2. If you Early Redeem your Simple Earn Assets before the Settlement Date, you:
    a) are not entitled to any Simple Earn Rewards; and
    b) authorise Binance to deduct any Simple Earn Rewards arising from your Subscription that has been distributed to your Spot Account, or from the Simple Earn Assets you used to Subscribe.
  3. Binance may, in its sole discretion, Subscribe to a Simple Earn Offer with 5% of the Simple Earn Rewards that would have been earned had you not Early Redeemed, on your behalf, on the following terms:
    a) the Locked Simple Earn Term is ninety (90) days;
    b) Simple Earn Assets cannot be Early Redeemed; and
    c) Simple Earn Rewards will be in the same digital currency that would have been earned had you not Early Redeemed.
  4. Should you Early Redeem, it may take up to 72 hours before Simple Earn Assets will be returned to your Spot Account.

6. Locked Simple Earn Auto-Subscribe

6.1. When you Subscribe to Locked Simple Earn, Binance may permit you to automatically Subscribe to a new Locked Simple Earn Offer at the Settlement Date, using the Simple Earn Assets from the preceding Locked Simple Earn Offer (Locked Auto-Subscribe). Simple Earn Rewards generated from the previous Simple Earn Offer will not be used when you Locked Auto-Subscribe.
6.2. The new Locked Simple Earn Offer will have the same Locked Simple Earn Term as the preceding Simple Earn Offer. The Simple Earn Rewards Rate may change.
6.3. Simple Earn Rewards begins to accrue from the day that you Locked Auto-Subscribe.
6.4. You can amend your Locked Auto-Subscribe Instructions at any time up until UTC 0:00 on the Settlement Date of the preceding Settlement Offer.
6.5. Binance reserves the right not to act on your Instructions to Locked Auto-Subscribe. It may refuse to act on these Instructions for any reason, including but not limited to, that the Subscription Limit for a Simple Earn Offer has been reached.

7. Changes to Simple Earn Rewards Rate

7.1. Binance does not guarantee that you will continue to receive the Simple Earn Rewards at the Simple Earn Rewards Rate shown at the time you Subscribe during your Locked Simple Earn Term. Any representation concerning possible return at the time you Subscribe (i) is an estimate only and not guaranteed, and (ii) are based on the Simple Earn Rewards Rate, which may change.
7.2. Changes to the Simple Earn Rewards Rate will be published on the Website from time to time. YOU MUST REFER TO BINANCE WEBSITE REGULARLY. BINANCE WILL NOT LIABLE FOR ANY LOSSES ARISING, OR CONNECTED WITH, CHANGES TO THE SIMPLE EARN REWARDS RATE, WHETHER OR NOT YOU WERE AWARE OF THOSE CHANGES.

8. Information requests

8.1. Binance may require information from you at any time for the purposes of complying with any Applicable Law, identity verification requirements, or in connection with the detection of money laundering, terrorist financing, fraud, or any other financial crime, or for any other valid reason. We may also provide information, or take steps, that we reasonably request to ensure that the information you have provided is true and correct.

9. Placing a stop or suspension on, or cancelling, your Simple Earn Account and Spot Account

9.1. Binance may stop, suspend or cancel your access to your Simple Earn Account or Spot Account, impose limits to your Simple Earn Account or Spot Account, or your suspend or cancel your ability to participate in Simple Earn, or delay certain transactions where:
  1. you do not provide additional information to verify your identity or source of funds as requested by Binance;
  2. Binance is required to do so by court order, to comply with any Applicable Laws (including anti-money laundering or sanctions laws);
  3. Binance is required to do so to comply with any direction or instruction from a government body or agency;
  4. Binance reasonably determines that any information you have provided to Binance is wrong, untruthful, outdated or incomplete; you do not provide additional information that we request to our reasonable satisfaction or in a timely manner; or
  5. you do not comply with clause ‎10.4.

10. Chat Service

10.1. You can use the Chat Service at any time in connection with your use of your Simple Earn Account and Spot Account. By using the Chat Service, you may interact with a bot, chatbot, or other non-human. Binance will disclose the use of a chatbot, or other non-human, to the extent required by Applicable Law. When engaging with Binance through use of the Chat Service, you acknowledge and agree that Binance may monitor and save your chats.
10.2. The Chat Service is provided as a convenience, often to facilitate your understanding of Binance's services. Binance uses all reasonable efforts to provide you with accurate and current information based your question. Nothing communicated to you through the Chat Service will be considered a legal agreement, representation or warranty as to the Binance services, processes, decisions, or response times. Any personal information shared with us when using the Chat Service will be subject to the applicable privacy-related policies and notices described in our Privacy Policy.
10.3. You may also use the User Chat service, which allows you to interact directly with other Platform users.
10.4. You must not use the Chat Service or User Chat to post or otherwise distribute, on or through the service or chat:
  1. any information that would be in breach of another person's Intellectual Property Rights;
  2. any content which we consider (in our sole discretion) to be defamatory, obscene, harassing, threatening or which includes any unlawful material or information;
  3. any information that are otherwise in contravention of any Applicable Laws;
  4. any information which we consider (in our sole discretion) is intended to manipulate a market or to spread false or misleading information or messages.
10.5. If you do not comply with clause ‎10.4, we may take the steps described in clause ‎9.
10.6. You must not use the Chat Service or any User Chat to send any abusive, defamatory, dishonest, or obscene message or any messages intended to manipulate a market or to spread false or misleading information or messages that are otherwise in contravention of Applicable Laws, and doing so may result in termination of the Chat Service session and may lead to restrictions on the availability of Binance Services to you.

11. Account information and transaction records

11.1 You will be able to view your Spot Account and Simple Earn Account history on the Binance Platform. You must review your Account History carefully and let Binance know if you see any entries or transactions that you do not recognise or you think are incorrect as soon as possible. 11.2. We may rectify any error in your Account History at any time, and reserve the right to void or reverse any transaction:
  1. involving or deriving from a manifest error (that is, 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); or
  2. to reflect what we reasonably consider to be the correct or fair details of the transaction.
11.3. We may be required under Applicable Law to share information about your Spot Account and Simple Earn Account with third parties. You acknowledge and agree that we are entitled to disclose such information.

12. Material Interests and conflicts

12.1. You acknowledge that Binance is a member of a group of companies which is involved in activities connected with Digital Assets.
12.2 You acknowledge and agree that:
  1. we may appoint one or more market makers (which may include Binance Affiliates acting in such capacity) to provide liquidity on the Binance Platform, and any such market maker may enter into any transaction with you as your counterparty;
  2. market makers may also maintain positions in various Digital Assets as part of their market making activities, including positions in Digital Assets that are contrary to your positions; and
  3. such market making activities may be done by way of algorithmic trading.
12.3. Such market making activity can have an impact on the price of Digital 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.
12.4. You acknowledge and agree that neither your relationship with Binance, nor any service Binance provides to you, nor any other matter, will give rise to any fiduciary or equitable duties on our part, or the part of any Binance or any Binance Affiliate. In particular, Binance and any Binance Affiliate may from time to time act in more than one capacity (for example, as both market maker and broker and/or as principal and agent), and in those capacities Binance may receive fees or commissions from more than one user (including you). You agree that Binance may act in such capacities and provide any other Binance Services or carry out any business with or for you, any Binance Affiliate or any other user.
12.5. You understand and agree that neither Binance 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 Binance may receive general market information in the course of providing Binance Services to you, which Binance may use in the ordinary course of its business.
12.6. Binance has established and maintain effective organisational and administrative arrangements with a view to taking all appropriate steps to identify and manage conflicts of interest between Binance and our users and relevant third parties, so as to prevent conflicts of interest from adversely affecting the interests of Binance 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, Binance will inform you of the nature and/or 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. Binance reserves the right at all times to decline to act for you where Binance is not able to manage a conflict of interest in any other way.

13. Eligible Digital Assets

13.1. Binance Simple Earn is are only available in connection with Eligible Digital Assets, which may change from time to time. A list of the Eligible Digital Assets is published on the Website. Binance may remove or suspend one or more Digital Assets from the list of Eligible Digital Assets at any time, and will update the list of Eligible Digital Assets on the Website, meaning that you will no longer be able to Subscribe using such Digital Assets as part of Binance Simple Earn and will be no longer able to hold such Eligible Digital Assets in your Simple Earn Account. We may do so with immediate effect and without reason.
13.2. We assume no responsibility or liability in connection with any attempt to use your Binance Account for Digital Assets that we do not support.
13.3. If a Digital Asset is no longer an Eligible Digital Asset, you will no longer be able to participate in any Simple Earn Offer using that Digital Asset. Any Simple Earn Offers that you have Subscribed will be automatically Redeemed.

14. Forks

14.1. We may temporarily suspend the provision of Simple Earn, including making Simple Earn Offers or the distribution of Rewards, while we determine whether or not to support a Fork.
14.2. We are under no obligation to support a Fork of a Digital Asset that you hold in your Simple Earn Account, regardless of whether any resulting version of such Forked Digital Asset is a Dominant Digital Asset or not. If we elect to support a Fork of a Digital Asset, we will make a public announcement through the Website or by such other means as we may deem appropriate.
14.3. You acknowledge and agree that Binance has no control over, nor does Binance have the ability to influence, the creation or implementation of a Fork. Binance can provide no assurances about the security, functionality or supply of any Digital Asset for Simple Earn, including both the new Dominant Digital Asset or other Digital Assets subject to the relevant Fork. You may not be able to Subscribe with a Forked Digital Assets as part of Simple Earn, and you may lose any value associated with the relevant Digital Assets.
14.4. Binance may from time to time support Digital Assets that purport to be backed by or otherwise tied or pegged in value to another asset, including Digital Assets, Fiat Currency or commodities such as silver or gold (Backed Digital Assets). You agree that you have read, understood and accepted all of the terms and conditions and risks associated with each particular Backed Digital Asset before entering into any Transaction relating to that Backed Digital Asset. Binance has no obligation to purchase, repurchase or effect or facilitate the redemption of your Backed Digital Assets. Binance reserves the right to change, suspend, or discontinue any service in relation to any Backed Digital Asset. Binance makes no representation as to whether any particular Backed Digital Asset will hold its value as against any asset, nor as to the amount or quality of reserves or collateral held by each issuer or any third party in relation to any Backed Digital Asset.
15.1 You hereby represent and warrant to Binance, at all times, the following:
  1. 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 Binance in determining whether or not you are eligible to access the Binance Platform or to use Simple Earn;
  2. all decisions made in connection with these Simple Earn Terms were solely and exclusively based on your own judgement and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;
  3. you have full power, authority, and capacity to:
    i) access and use Simple Earn, the Binance Platform and/or the Binance services; and
    ii) enter into and deliver, and perform your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms;
  4. 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;
    ii) you will notify Binance 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;
    iii) you will inform us immediately if the corporation, partnership, or trust is dissolved either on a voluntary or involuntary basis; and
    iv) you have taken all corporate action that is necessary or desirable to authorise its entry into these Simple Earn Terms;
  5. 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 (each a Material Authorisation) which are necessary or desirable for you to obtain in order to:
    i) access and use the Binance Platform and/or the Binance services; and
    ii) enter into and deliver, and perform the transactions contemplated under these Simple Earn Terms and any agreement entered into pursuant to, or in connection with, these Simple Earn Terms, have been unconditionally obtained in writing, disclosed to us in writing, and have not been withdrawn or amended;
  6. these Simple Earn Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms;
  7. your payment obligations under this document rank at least equally with all its other unsecured and unsubordinated payment obligations (whether present or future, actual or contingent), other than obligations that are mandatorily preferred by law;
  8. no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending, or to its knowledge after due enquiry, threatened which, if adversely decided, could have a Material Adverse Effect on you;
  9. there are no reasonable grounds to suspect that you will not be able to pay your debts as and when they become due and payable;
  10. you have notified us of any Event of Default or Potential Event of Default that has occurred and is continuing, and you are not in breach of any other agreement in a manner that could have a Material Adverse Effect on you;
  11. that you are not a Restricted Person;
  12. 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
  13. your access and use of the Binance Platform and/or the Binance services, your execution and delivery of, and the performance of your obligations under these Simple Earn Terms and any agreement entered into pursuant to, or in connection with, these Simple Earn 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; or
    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.

16. Technology disclaimers

16.1. Binance may, from time to time, suspend access to your Simple Earn Account, Binance Account and/or the Binance services, for both scheduled and emergency maintenance. Binance will make reasonable efforts to ensure that transactions on the Binance Platform are processed in a timely manner, but Binance makes no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.
16.2 Although Binance makes reasonable efforts to update the information on the Sites and the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Sites and the Platform, including information in relation to the Binance services, is accurate, complete or up to date.
16.3. You are responsible for obtaining the data network access necessary to use the Binance services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Binance services and Sites and any updates thereto. Binance does not guarantee that the Binance services, or any portion thereof, will function on any particular hardware or devices. The Binance services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

17. General Terms

17.1. All terms and references used in these Simple Earn Terms and which are defined and construed in the Binance Australia Terms of Use (the Terms of Use), but are not defined or construed in these Terms, shall have the same meaning and construction in the Terms of Use.
17.2. The Simple Earn Terms are to be read together with the Terms of Use and the Binance Simple Earn Service User Agreement (User Agreement). In the event of any conflict or inconsistency between the Simple Earn Terms and the Terms of Use, the order of precedence in which the documents are to be read is first the Simple Earn Terms, and then the Terms of Use and the User Agreement.
17.3. Binance will contact you using the details you provide to Binance. 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. If you do not, Binance will not be responsible if you do not receive information, notices or other important information from Binance.
17.4. Binance may give notice by email to your email address. It is your responsibility to ensure that the email address is up to date and accurate. Notices may be given, and are deemed to be received, if sent to your email address, whether or not a notice of delivery failure is received.
17.5. You may give us notices only as Binance directs, which may change from time to time.
17.6. Any notices, consent or other communication given under these Simple Earn Terms must be in writing, in English, and signed or otherwise authorised by the party giving it.
17.7. For more information on Binance, you may refer to the company and licence information found on Binance websites. If you have questions regarding these Simple Earn Terms, please feel free to contact Binance for clarification via our Customer Support team at www.binance.com/en/support/requests/new.
17.8. You agree and acknowledge that:
  1. Binance is not responsible for any User Material (whether provided by you or by third parties) which may be made available on the Binance Platform or the Sites; and
  2. use of any such User Material is at your own risk and that we do not provide any warranties in relation to the same.
17.9. Binance shall have the right at our sole and absolute discretion to remove, modify or reject any content that you submit to, post or display on the Binance Platform or the Sites (including any User Material) for any reason. Binance reserves the right to take any actions as Binance deems appropriate at our sole discretion, including giving a written warning to you, removing any User Material, recovering damages or other monetary compensation from you, suspending or terminating your Simple Earn Account (if any), or suspending your access to the Binance Platform and/or the Sites. Binance shall also have the right to restrict or ban you from any and all future use of any Binance Services.
17.10. You agree that Binance may record any communications, electronic, by telephone, in person or otherwise, that Binance have with you in relation to these Simple Earn Terms and your Simple Earn Account, and that any recordings that Binance keeps will be our sole property and you accept that they will constitute evidence of the communications between you and Binance. You agree that telephone conversations may be recorded without the use of a warning tone or any other further notice.
17.11. Other than in relation to Binance Affiliates, nothing expressed or referred to in these Simple Earn Terms will be construed to give any person other than the parties to these Simple Earn Terms any legal or equitable right, remedy, or claim under or with respect to these Simple Earn Terms or any clause or sub-clause of these Simple Earn Terms. The Simple Earn Terms and all of its clauses and sub-clauses are for the sole and exclusive benefit of the parties to these Simple Earn Terms and their successors and permitted assigns.
17.12. All clauses and sub-clauses of these Simple Earn Terms, which by their nature extend beyond the expiration or termination of these Simple Earn Terms, will continue to be binding and operate after the termination or expiration of these Simple Earn Terms.
17.13. No delay or omission by us in exercising any right or remedy under these Simple Earn Terms will operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies under these Simple Earn Terms. The rights and remedies provided in these Simple Earn Terms are cumulative and not exclusive of any rights or remedies provided by Applicable Law.
17.14. In addition to any legal or other remedy available under the Terms or by law, Binance may set-off any amounts you owe to under these Simple Earn Terms or otherwise. You must pay all sums that you owe to Binance free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by Applicable Law
17.15. If you receive information about another user through the Binance Platform or from utilising the Binance services, you must keep the information confidential and only use it in connection with the Binance Services 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.
17.16. In the event of your death or incapacity, the representative(s) of your estate or the survivor or survivors must give us written notice as soon as practicable. If Binance has reason to believe you have died, Binance may suspend your Simple Earn Account. Your Simple Earn Account will be suspended until:
  1. a representative of your estate or authorised beneficiary either:
    i) creates a Simple Earn Account in accordance with these Terms; or
    ii) provides wire transfer instructions; and
  2. provides sufficient legal documentation that they are entitled to receive the assets in your Binance Account; or
  3. you provide satisfactory proof that you are not deceased.
Our ability to provide your representative(s) with the assets in your Simple Earn Account is subject to the restrictions imposed by Applicable Law and these Terms. Binance does not commit to any particular timeline for the transfer of assets held to the credit of your Simple Earn Account.
17.17. 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 Binance is not responsible for determining whether any taxes apply to your use of the Binance services, or for collecting, reporting or remitting any taxes arising from any transaction or use of the Binance services.
17.18. You acknowledge that we may make certain reports to tax authorities regarding transactions made on the Binance 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.

18. General Terms

18.1. All terms and references used in these Simple Earn Terms and which are defined and construed in the Binance Terms of Use (the “Terms of Use”), but are not defined or construed in these Terms, shall have the same meaning and construction in the Terms of Use.
18.2. The Simple Earn Terms are to be read together with the Terms of Use. In the event of any conflict or inconsistency between the Simple Earn Terms and the Terms of Use, the order of precedence in which the documents are to be read is first the Simple Earn Terms, and then the Terms of Use.

19. Definitions

Account History means the written record (including electronic records) of your Transactions and your Binance Account.
Applicable Law means all relevant or applicable statutes, laws (including rules of common law), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, by-laws, rulings, directives, proclamations, circulars, mandatory 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 Binance services, or any other products or deliverables provided, used or received in connection with the Binance Services or these Simple Earn Terms.
Auto-Subscribe has the meaning given it in clause ‎4.
Binance Affiliates means Binance, its affiliates, related body corporates, direct or indirect parent entity or subsidiary entity, or entity under common control, and each of their respective officers, directors, employees, agents, licensors, and contractors.
Binance Platform means the digital platform that we or any of the Binance Affiliates may make accessible to you via Sites, mobile app, a Binance API or by such other means as Binance Affiliates may prescribe from time to time for the use of Binance services.
Business Day means any day (other than a Saturday, Sunday or public holiday) on which banks are generally open for business in Sydney, New South Wales.
Chat Service means the interactive online chat service you can use to communicate with us in connection with your access to Simple Earn.
Control has the meaning given in section 50AA of the Corporations Act except that in addition an entity controls a second entity if:
  1. the first entity would be taken to control the second entity but for subsection 50AA(4); or
  2. the first entity has voting power (as defined in section 610 of the Corporations Act) of at least 50% in the second entity.
Controller has the same meaning as in the Corporations Act.
Corporations Act means the Corporations Act 2001 (Cth).
Dominant Digital Asset means a Forked Digital Asset that has dominance over one or more other versions of a Digital Asset that was subject to the relevant Fork, as determined by us in our sole discretion.
Early Redeem means ending your participation in a Simple Earn Offer before the Settlement Date.
Eligible Simple Earn Currencies means digital currencies selected by Binance, for which Binance may permit you to Auto-Subscribe.
Event of Default includes each of the following events or circumstances:
  1. if you fail to pay any amount that is due and payable these Simple Earn Terms and any agreement entered into pursuant to, or in connection with, these Simple Earn Terms when it is due;
  2. if you fail to comply with any of your obligations under these Simple Earn Terms and any agreement entered into pursuant to, or in connection with, these Simple Earn Terms (other than a failure referred to elsewhere in this clause) and:
    i) we consider that the failure cannot be remedied; or
    ii) we consider that the failure can be remedied, and the failure is not remedied within 10 Business Days after we require you to remedy it;
  3. if any representation, warranty or statement made by, or repeated by, you, in or in connection with these Simple Earn Terms and any agreement entered into pursuant to, or in connection with, these Terms, is untrue or misleading (whether by omission or otherwise) in any material respect when so made or repeated;
  4. if an Insolvency Event occurs in respect of you or, if applicable, any of your subsidiaries;
  5. if an event or a change occurs (whether or not foreseeable) which could have a Material Adverse Effect on you or, if applicable, any of your subsidiaries;
  6. if you cease to hold any Material Authorisation or to comply with any condition to which any Material Authorisation is subject;
  7. if you cease for any reason to be able lawfully to carry out all your obligations that are contemplated in these Simple Earn Terms and any agreement entered into pursuant to, or in connection with, these Simple Earn Terms;
  8. if all or any material provision of these Simple Earn Terms and any agreement entered into pursuant to, or in connection with, these Simple Earn Terms, is or becomes void, voidable, illegal or unenforceable or of limited force (other than because of equitable principles or laws affecting creditors' rights generally), or you claim this to be the case; and
  9. if, in Binance's reasonable opinion, there is a change of Control of you from that existing at the date of this document.
Fast Redemption means a Redemption described in clause 8(c)(ii).
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 Digital Asset.
Flexible Auto-Subscribe has the meaning given it in clause 10.
Flexible Simple Earn means a Simple Earn Offer with the features described in clause 8.
Fork means any planned, unplanned, sudden, scheduled, expected, unexpected, publicised, not well-known, consensual, and/or controversial changes to the underlying operating rules of certain Digital Assets that may occur from time to time, in such a way as to result in the creation of one or more related versions of an existing Digital Asset.
Forked Digital Asset means a Digital Asset that results from a Fork.
Insolvency Event means, in respect of a person:
  1. an administrator being appointed to the person;
  2. a Controller or analogous person being appointed to the person or any of the person's property;
  3. an application being made to a court for an order to appoint a Controller, provisional liquidator, trustee for creditors or in bankruptcy or analogous person to the person or any of the person's property; or
  4. an application being made to a court for an order to appoint a Controller, provisional liquidator, trustee for creditors or in bankruptcy or analogous person to the person or any of the person's property; or
  5. an appointment of the kind referred to in subparagraph (b) being made (whether or not following a resolution or application);
  6. the holder of a security interest or any agent on its behalf, appointing a Controller or taking possession of any of the person's property (including seizing the person's property within the meaning of section 123 of the PPSA) or otherwise enforcing or exercising any rights under the security interest or Chapter 4 of the PPSA;
  7. the person being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand;
  8. an application being made to a court for an order for its winding up;
  9. an order being made, or the person passing a resolution, for its winding up;
  10. the person:
    i) suspending payment of its debts, ceasing (or threatening to cease) to carry on all or a material part of its business, stating that it is unable to pay its debts or being or becoming otherwise insolvent; or
    ii) being unable to pay its debts or otherwise insolvent;
  11. the person taking any step toward entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;
  12. a court or other authority enforcing any judgment or order against the person for the payment of money or the recovery of any property; or
  13. any analogous event under the laws of any applicable jurisdiction,
unless this takes place as part of a solvent reconstruction, amalgamation, merger or consolidation that has been approved by us.
Intellectual Property Rights means:
  1. copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered);
  2. applications for registration, and rights to apply for registration, of any of the foregoing rights; and
  3. all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
Locked Auto-Subscribe has the meaning given to it in clause 19.
Locked Distribution Frequency means the time or frequency at which Simple Earn Rewards will be distributed to your Spot Account.
Locked Simple Earn means a Simple Earn Offer with the features described in clause 18.
Locked Simple Earn Term means the agreed period that Simple Earn Assets must be provided to Binance, and not Redeemed, in order for you to be entitled to Simple Earn Rewards.
Material Adverse Effect means, in respect of a person, a material adverse effect in the reasonable opinion of the other party on:
  1. its business, property or financial condition;
  2. its ability to perform its obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms; or
  3. the validity or enforceability of these Terms and any agreement entered into pursuant to, or in connection with, these Terms or the rights and remedies of the other party under any these Terms and any agreement entered into pursuant to, or in connection with, these Terms.
Potential Event of Default means an event or circumstance which, with the passage of time, the giving of notice, the making of any determination or any combination of them, would become an Event of Default.
PPSA means the Personal Property Securities Act 2009 (Cth).
Redeem means ending your participation in a Simple Earn Offer.
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 list (such as the United Nations Security Council Sanctions List, 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 (b) resides, or is established, in any country listed in the List of Prohibited Countries.
Settlement Date means the last day of the Locked Simple Earn Term.
Simple Earn Account means a Binance Account that records Simple Earn Saved Assets held to your credit.
Simple Earn Assets means the Digital Assets used by you to Subscribe
Simple Earn Rewards means the Digital Assets that are paid to you as consideration for providing your Simple Earn Assets to Binance.
Simple Earn Rewards Rate means the annual percentage rate at which Simple Earn Rewards is paid to you.
Simple Earn Offer means an offer by Binance to pay you Simple Earn Rewards in return for you providing Binance with Simple Earn Assets, in accordance with these Simple Earn Terms.
Simple Earn Terms means theses terms & conditions
Sites means our Website and any other websites, pages, features, or content we own or operate.
Spot Account means your Binance Account that is used for spot transactions.
Standard Redemption means a Redemption described in clause 8(c)(iii).
Subscribe means subscribing to a Simple Earn Offer
Subscriptions Limits means the maximum amount of Simple Earn Assets, users, or the quantity of any other matter that Binance may determine its sole discretion from time to time, that may be used to Subscribe to a Simple Earn Offer.
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 Binance Services, or otherwise.