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Capital Connect Terms for Investment Managers

These Capital Connect Terms (this “Agreement”) shall apply to your participation in the Capital Connect Program and any Introductions as facilitated by Binance or a Binance Operator (collectively “Binance”) between; i) you as a prospective Investment Manager, and ii) the Investors (each defined below). By registering as an Investment Manager through the Capital Connect Program, you accept this Agreement. If you do not agree to these terms, you cannot visit, use, or otherwise access the Capital Connect Platform. We reserve the right to change this Agreement at any time, and by using the Capital Connect Platform you are expected to review the Agreement on a regular basis. 

If you are an Investor (defined below) please refer to these terms and conditions: Capital Connect Terms for Investors

All terms and references used in this Agreement that are not defined herein shall have the meaning given to them in the Binance Terms of Use, as updated from time to time (the “Terms of Use”). Where a term is defined both in the Terms of Use and in this Agreement, for the purposes of this Agreement only, the definition in this Agreement shall prevail. This Agreement shall be supplemental to and is to be read together with the Terms of Use. In the event of any conflict or inconsistency between this Agreement and the Terms of Use, this Agreement shall prevail with respect to the services contemplated hereunder unless expressly stated otherwise. This version of this Agreement shall replace and supersede any previous agreements between us with respect to the Capital Connect Program and any previous versions of this Agreement that may have been accepted through, or otherwise made available on, the Binance Platform. By entering into Introductions or otherwise participating in the Capital Connect Program, you confirm your acceptance of this Agreement and the Terms of Use.

1. Definitions 

“Capital Connect Platform” means the online platform that you will have access to following your inclusion as an Investment Manager in the Capital Connect Program. 

“Capital Connect Program” means any and all services provided by Binance that are related to the facilitation of an Introduction, including the Capital Connect Platform. 

“Introduction” has the meaning given to it in clause 4.3, and “Introductions” shall be interpreted accordingly. 

“Investment Manager(s)” means a person or entity that has been granted access to the Capital Connect Program, in accordance with clause 3.

“Investor” has the meaning given to it in clause 4.1. 

“Parties” means you and Binance. 

“Related Persons” has the meaning given to it in clause 7.2(a).

“Terms of Use” has the meaning set out in the particulars, above.  

2. Capital Connect

2.1 The Capital Connect Program is a Binance service that utilizes the Binance customer network in order to introduce Investors with Investment Managers. Unless otherwise agreed, the Capital Connect Program is provided free of charge to eligible Investment Managers. 

2.2 By participating in the Capital Connect Program as an Investment Manager, you agree to the listing of your organization as an Investment Manager, made available on the Capital Connect Platform or otherwise made available via the Capital Connect Program. You acknowledge and accept that Binance is providing the Capital Connect Program solely as an introductory service without any warranties or fitness for purpose. Binance’s provision of the Capital Connect Platform and Capital Connect Program and any service or offering related thereto or made available by Binance through the Capital Connect Program is provided “as is”. You further agree that the Capital Connect Program is not to be viewed as an inducement or enticement for you to enter into any particular investment contract or business relationship. You acknowledge that Binance is not providing any form of financial or investment advice to you or to the Investor, and further to clause 5, 6 and 7 you agree that any Introductions and subsequent business dealings you enter into are solely of your own discretion and at your own risk. You agree that you will be doing all necessary due diligence into any Investors you decide to engage with either as a result of any Introduction, or in any form of business otherwise related to your use of the Capital Connect Program or Capital Connect Platform. Binance will not be responsible or liable whatsoever, in the event of any dispute or conflict between Investors and Investment Managers.

3. Investment Managers

3.1 Eligibility.  Unless otherwise specified, your participation is only open to persons or entities who (i) are resident in a country or territory where Binance makes such participation available, as determined by Binance in its sole and absolute discretion, (ii) are registered as Binance customers (including having met any necessary ‘know your customer’, ‘know your business’ and/or ‘anti money laundering’ verifications as determined in Binance’s sole discretion), (iii) meet all other entry criteria specified in the announcements, promotional materials or other communications made available to applicants to be Investment Managers, (iv) meet all relevant and applicable regulatory consents, permissions, authorisations (including holding the necessary licences and/or registrations) as required in the applicable jurisdiction of the Investment Manager and as set out under any Applicable Laws, and v) are not participating in a regulated activity in breach of any Applicable Laws. 

3.2 Application. You may register your interest in becoming an Investment Manager in the Capital Connect Program by sending Binance an application or otherwise registering through the Capital Connect registration portal to be an investment contact (“Investment Manager(s)”). You may be required by Binance to fill in documentation or attestations depending on the requirements prescribed by Binance. You may also be subject to advanced due-diligence requirements from time to time.  For the avoidance of doubt, Binance is not screening any Investment Managers or Investors for suitability or fitness for purpose. 

3.3. You acknowledge and agree that Binance shall determine your status as Investment Manager in its sole discretion and may discontinue providing access to the Capital Connect Program and/or cease your use of the Capital Connect Platform at any time for any reason. Binance provides no representations as to the accuracy or fitness for purpose of any aspect of the Capital Connect Program, nor does Binance accept any responsibility for any loss incurred by you arising out of or in connection with your use (or attempted use) of the Capital Connect Program or any Introductions that are made to any Investor.

3.4  Binance shall have sole discretion as to whether it wishes to respond to a request to be an Investment Manager. The acceptance of your inclusion as an Investment Manager in the Capital Connect Program, whether following an application or otherwise, does not constitute an offer or acceptance made to you to enter into any Introduction, nor does it obligate Binance to accept any subsequent requests for an Introduction submitted by you or by any Investor.

3.5 You shall (i) make your own assessment as to whether your participation in the Capital Connect Program and more generally the services provided in connection with this Agreement will require any license, authorisation or any other permission in order to carry out such activity, and (ii) if required, have and will maintain all necessary licenses, authorisations, or any other permissions from any competent authority in order to participate in the Capital Connect Program. You agree that you will comply with all Applicable Laws in relation to this Agreement.

4. Introductions

4.1 The Capital Connect Platform will provide investing participants with the profiles of available trading firms who wish to be contacted by such participants (“Investors”). The information and profiles of Investment Managers may be collected from publicly available sources, and you agree that Binance is making this information available to Investors without any warranty or fitness for purpose. 

4.2 In the event that an Investor wishes to have an Introduction with an Investment Manager, the Investor shall use the provided contact method and submit the relevant information to Binance. You acknowledge and agree that Binance shall determine whether you, as an Investment Manager, are eligible for any Introduction in its sole discretion and Binance may discontinue providing access to the Capital Connect Program and/or cease the use of the Capital Connect Platform at any time for any reason. 

4.3 Following acceptance of a request for Introduction, Binance will provide you with an introduction to the Investor via its preferred methodology (the “Introduction”). You acknowledge that Binance is under no time obligations and/or service levels to provide you with the Introduction. Due to the nature of Introductions, and the reliance on the availability of the Investors, you acknowledge that Introductions may not be completed despite the fact that the Investors’ details are available on the Capital Connect Platform. You agree that Binance is under no obligation to conclude any Introduction. 

4.4. Following the Introduction, you agree that Binance will be released from and discontinue any further services with regard to the Introduction. 

5. Due Diligence

5.1 Upon the successful completion of an Introduction you agree that Binance is released from any and all liability with respect to any and all business relationships, transactions or dealings that you undertake with the Investor (being “Subsequent Dealings”).

5.2. You agree that you will undertake a comprehensive and thorough due diligence of the Investor, on your own account and responsibility, prior to entering into any Subsequent Dealings. You agree to the representations and warranties set out in clause 6, below. 

5.3. You agree that Binance will not be privy to any Subsequent Dealings, and you will enter into the necessary contractual and legal requirements directly with the Investor. Binance is under no obligation to ensure that any Subsequent Dealings are entered into by Investors, nor is Binance under any obligation to ensure that the Subsequent Dealings are fit for purpose. 

6. Representations and warranties

6.1 In addition and without prejudice to the representations and warranties made by the Parties in the Terms of Use, you hereby represent and warrant: (a) you are capable of assessing the merits of and understanding (on your own behalf or through independent professional advice), and understand and accept the risks and the terms and conditions of this Agreement and Subsequent Dealings and are capable of assuming, and assume, the risks of the Introduction and any Subsequent Dealings; and (b) you are acting for your own account and have made your own independent decisions to take part in and/or consider and enter into the relevant Introductions and/or Subsequent Dealings and (c) you have considered whether the Introduction and/or Subsequent Dealings are appropriate and proper for you based on your own judgment and upon advice from such advisors as you have deemed necessary (including independent legal advice). 

6.2 You acknowledge and agree that you are not relying on any communication (written or oral) made by or on behalf of Binance as investment advice or as a recommendation to enter into any Introduction and/or Subsequent Dealings, it being understood that information or explanations made available by Binance (generally) or available on the Capital Connect Platform shall not be considered as investment advice or a recommendation to enter into the Introduction and/or any Subsequent Dealings. Binance is not acting as your fiduciary or adviser in connection with any aspect of the Capital Connect Program or any Subsequent Dealings.

7. Limitations on liability

7.1 You acknowledge and agree that the use of the Capital Connect Program, any Introductions and your entering into any Subsequent Dealings is entirely at your own risk and accordingly, you assume full responsibility and risk of loss resulting from or relating to such occurrences.

7.2 Without prejudice to the foregoing and without prejudice to or duplication of any disclaimers, limitations or liability and indemnity provisions set out in the Terms of Use, and except to the extent that liability cannot be excluded under any applicable law or regulation, you acknowledge and agree that:

(a) neither Binance nor any of its affiliates, their respective directors, shareholders, member, officers, employees, attorneys, agents, representative, suppliers or contractors (“Related Persons”) shall be liable for any loss, damage or claim of any kind whatsoever arising directly or indirectly as a result of: (i) any Introduction provided by Binance; (ii) any errors in or omissions in the Capital Connect Program or the Capital Connect Platform itself; (iii) any failure of an Investor to enter into Subsequent Dealings with you; or (iv) any Subsequent Dealings or claims related thereto;

(b) neither Binance nor any Related Persons shall have any liability arising from Subsequent Dealings, trade instructions, orders, investment decisions or purchases of any third party goods or services (including financial instruments and Digital Assets) based on any information provided through the Capital Connect Program or otherwise;

(c) under no circumstances shall Binance or any Related Persons be liable for any damages whatsoever, whether direct, indirect, punitive, special or consequential, that are directly or indirectly attributable to the use of, or inability to use, any Investor or Related Persons, even if advised of the possibility of such damages or if such damages were foreseeable;

(d) neither Binance nor any Related Persons shall be liable for any failure to perform any obligation under this Agreement or for any delay in the performance thereof, due to force or condition beyond Binance’s reasonable control; and

(e) the total aggregate liability of Binance and its Related Persons in connection with this Agreement and the Capital Connect Program, whether based in contract, tort (including negligence or strict liability), or otherwise, will not exceed fifty thousand U.S. Dollars (USD 50,000).

The foregoing limitations will apply notwithstanding any failure of essential purpose of any limited remedy.

7.3 Capital Connect Program and Capital Connect Platform, together with all content, data, information and materials contained therein, is provided ‘as is’ and ‘as available’, without warranties or representations of any kind. Binance is not obliged to verify any calculations, data output or any other information accessible through the Capital Connect Program and Capital Connect Platform and it is your sole responsibility to ensure that any such calculation or information is precise and accurate. Binance is not liable for any damages incurred by the Investment Manager or Investor as a result of wrong calculation, data output, or other information obtained from Capital Connect Program and Capital Connect Platform. 

7.4 You as the Investment Manager acknowledges and agrees that it is solely responsible for the transactions processed as a result of any Introduction or otherwise resulting from the Capital Connect Program. Binance is a facilitator of the Introduction (only, and trades are settled bilaterally outside of the Capital Connect Program and Capital Connect Platform or via authorized third parties. Binance has no influence on the conclusion, terms, settlement, payment, content or execution of transactions. Binance, to the extent permissible under law, is neither a party to nor a beneficiary of any trade and is therefore not liable for any damages incurred by the Investment Manager  or Investor in consequence of such a trade. 

8. NAMES, LOGOS AND PUBLICITY

8.1 Names and Logos. Notwithstanding anything to the contrary in this Agreement, any use of Binance's trade name, logo, or trademarks, is not permitted except with Binance's prior written consent for each instance of use and shall always be subject to Binance's branding guidelines and any other guidelines that may be provided by Binance from time to time.

 8.2 You acknowledge and agree that you shall not publish Binance’s name, logo, trademark, service mark tagline, trade names (“Binance Marks”) artwork, text, whether on your organization's site, on promotional materials without Binance’s prior written consent in each case. Specifically, the Investment Manager shall not publicize or make reference to its customers or investors, the fact that this Agreement exists without first obtaining Binance’s prior written consent. The Investment Manager is not permitted in any way to promote Binance’s brand without Binance’s prior written consent.

8.3 The Investment Manager acknowledges and agrees that:

a. the Binance Marks are the property of Binance and that they are valid and will not do anything inconsistent with Binance's ownership of, or right in, the Binance Marks;

b. all use of the Binance Marks by the Investment Manager pursuant to this Agreement will inure to the benefit of, and be on behalf of, Binance;

c. it has no claim to any Binance Marks, except as explicitly set out in this Agreement;

d. it shall not, under any circumstances, seek to register any trademark, business name, company name or domain name using or incorporating any Binance Marks; and

e. upon termination of this Agreement, it shall have no further rights whatsoever in connection with the Binance Marks.

8.4 Publicity. The Investment Manager shall not publicise (including by making press statements or by issuing press release) or release any information in relation to or about this Agreement and the Capital Connect Program, except with Binance’s prior written consent.