Binance Liquid Swap User Agreement
Last updated: 23 May 2022
This Binance Liquid Swap User Agreement (this “Agreement”) shall apply to all Binance Liquid Swap Accounts, as well as your use of the Binance Liquid Swap Service. If any Binance Liquid Swap Account is opened or maintained subject to some other terms, then this Agreement is in addition to those other terms.
The headings are inserted for convenience only and shall not affect the construction of this Agreement. Expressions in the singular form shall include the plural and vice versa, and all references to the masculine genders shall include the female and neuter genders and vice versa.
The words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import, and “otherwise” shall not be construed as limited by words with which it is associated.
Adjustments means any adjustments to the Tokens, money or other assets payable to you in accordance with this Agreement, as amended from time to time.
Applicable Law means all relevant or applicable statutes, laws, rules, regulations, notices, orders, bye-laws, rulings, directives, circulars, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organisation in relation to which Binance is a member, or Binance or a relevant Binance Account, service, Binance Liquid Swap Account or Transaction is subject to, or otherwise).
Automated Market Maker Formula are the rules of the automated market maker made available by Binance and published on its website from time to time.
Binance Liquid Swap Account means an account maintained or to be maintained by Binance for you for the purpose of participating in the Binance Liquid Swap Service.
Binance Liquid Swap Service means the service provided by Binance that allows you to participate in Liquidity Farming and Swap Farming.
Confirmation means the written notice (including telex, facsimile or other electronic means from which it is possible to produce a hard copy) which contains the specific terms of a Transaction entered into between you and Binance.
Innovative Investment means a constant mean value automatic market-making system model to achieve transaction and pricing for two tokens, where the prices of the two tokens in the pool are affected by the exchange rate/token price fluctuations, and market-making returns fluctuate more greatly.
Investment Type means Stable Investment or Innovative Investment.
Liquidity Farming has the meaning given to it in paragraph 2.
Liquidity Pool means a pool of Tokens used by an automated market maker to facilitate transactions.
Loss means any and all loss, damage, costs, charges and/or expenses of whatsoever nature and howsoever arising, including without limitation legal fees on a full indemnity basis, cost of funding and loss or cost incurred as a result of the terminating this Agreement, loss of profit, loss of revenue, loss of opportunity, consequential, unforeseeable, special or indirect damages or expenses.
Manifest Error means any error, omission or misquote (whether an error of Binance or any third party) which is manifest or palpable, including a misquote by any representative of Binance taking into account the current market and currently advertised quotes, or any error or lack of clarity of any information, source, commentator, official, official result or pronunciation. The fact that you may have entered into, or refrained from entering into, a corresponding financial commitment, contract or trade in reliance on a Transaction entered into with Binance (or that you have suffered or may suffer any loss whether direct, indirect, consequential or otherwise) is deemed irrelevant as a factor and shall not be taken into account in determining whether a situation amounts to a Manifest Error.
Order means any offer to enter into a Transaction, or any of your instruction, request, application or order and howsoever sent, given or transmitted to Binance or which Binance reasonably believes to be your instruction, request, application or order and includes any instruction, request or order to revoke, ignore or vary any previous request or order.
Registration & Verification Procedures means procedures required by Binance from time required to verify a person’s identity before being able to participate in the Binance Liquid Swap Service or open a Binance Liquid Swap Account. These procedures may be in addition to any procedures required by any Applicable Law.
Swap Farming means a Transaction where you trade Digital Assets/Digital Currencies for other Digital Assets/Digital Currencies sourced from a Liquidity Pool.
Swap Fees means the fees charged by Binance for providing the Liquid Swap Service, as determined by Binance from time to time, and published on its website.
Swap Fee Income has the meaning given to it in paragraph 2.
Stable Investment means a hybrid constant function automatic market-making system model to realise the transaction and pricing between two stable tokens, and provide a low slippage trading experience, where the prices of the two tokens in the Liquidity Pool are affected more by exchange rate/token price fluctuations, and the market-making income is more stable than the Innovative Investment.
Swap Fee Rewards has the meaning given to it in paragraph 6
Transaction means any transactions in respect of the Binance Liquid Swap Service as Binance may from time to time permit to be carried out.
Transaction Terms means the terms on which you agree to enter a Transaction, including, but not limited, to any applicable automated market maker formula, the Token pair, the price of the Tokens in the Liquidity Pool, the size of the Liquidity Pool, your agreement to share rewards by reference to your portion of the Liquidity Pool, the composition of the Liquidity Pool, the Investment Type, and applicable Swap Fees.
Token means Digital Currencies and/or Digital Assets.
Overview of the Binance Liquid Swap Service
1. The Binance Liquid Swap Service allows you to participate in Liquidity Farming and Swap Farming.
2. By providing liquidity to Liquidity Pools to become a liquidity provider (Liquidity Farming), you earn rewards based on the Transaction Terms (Swap Fee Income).
3. By trading Digital Assets/Digital Currencies for other Digital Assets/Digital Currencies, you will be engaging in Swap Farming. You will pay to Binance Swap Fees and other transactions fees in relation to these Transactions that are published on the Binance website, and are updated from time to time.
How to participate in Binance Liquid Swap Services
4. To participate in the Binance Liquid Swap Service, you must complete all required Registration & Verification Procedures and comply with any other requirements as identified by Binance from time to time, and as published by Binance on its website.
5. By participating in the Binance Liquid Swap Service, you represent that you have read, understood and consented to the terms of this Agreement.
How do you earn Swap Fee Income & Swap Rewards
6. Swap Fee Income is calculated by reference to the Transaction Terms.
7. You may also be eligible for Swap Fee Rewards.
8. Swap Fee Rewards are paid at Binance’s discretion, and the terms are published on its website, which may be changed from time to time.
How we calculate and charge fees
9. Swap Fees and other transaction fees are published on the Binance website, and are updated from time to time.
10. For Liquidity Farming, you unconditionally authorise Binance to allocate and distribute the Swap Fee Income generated by the Liquidity Farming Transactions, and deduct any Swap Fees or Adjustments owing to Binance.
How to add or redeem tokens from a Liquidity Pool
11. Before using the Binance Liquid Swap Service, you must confirm the Transaction Terms. When accessing Binance’s website you will be presented with the Transaction Terms before you enter into a Transaction.
12. You may only enter into a Transaction by providing Tokens in a proportion and pairing as required by the Liquidity Pool.
13. If you add a Token or Tokens that are not paired and not in the proportion required by the Liquidity Pool, you authorise Binance to swap the Token or Tokens you added for another Token, based on the current portion composition ratio required by the Liquidity Pool. You acknowledge that you may incur transaction fees for this conversion, and that large transactions may also cause higher slippage and loss.
14. Once you have confirmed the terms of the Transaction, the Tokens will be exchanged with the assets in the Liquidity Pool.
15. You may only withdraw tokens from the Liquidity Pool to your Binance Liquid Swap Account in the same proportion and same Token pair used in the Transaction. If you wish to withdraw an unmatched Token, you need to trade another Token in the pair pool as the Token you choose to remove. You authorise Binance to swap the Token you choose to redeem into another Token based on the current portion composition ratio in the Liquidity Pool. You acknowledge that transaction fees will be incurred, and large transactions may also cause higher slippage and loss.
Risks and Liabilities
16. You must consider carefully all applicable risks, and determine whether they are acceptable to you prior to participating in the Binance Liquid Swap Service. Without limitation, these risks include the following:
a. Partial or total loss of virtual assets, or of any value attributed to virtual assets;
b. Collapse in liquidity with respect to a virtual asset;
d. Impermanent Loss;
e. Changes in the compatibility of virtual assets.
f. Regulatory uncertainty with respect to virtual assets, and government action against virtual assets and persons involved in virtual asset activities.
g. Extreme fluctuations in prevailing fees and uncertainty with respect to other transaction parameters.
h. Faults, defects, hacks, exploits, errors or unforeseen circumstances occurring in respect of the technologies on which the Binance Liquid Swap Service depends.
i. Loss of private keys.
j. Failure or non-availability of technologies on which the Binance Liquid Swap Service depends, including the Internet, and technological advancement rendering certain technologies obsolete.
k. Attacks on the Binance Liquid Swap Service or technologies on which the Binance Liquid Swap Service depends, including without limitation: i. distributed denial of service; ii. sybil attacks; iii. phishing; iv. social engineering; v. hacking; vi. smurfing; vii. malware; viii. double spending; ix. majority-mining, consensus-based or other mining attacks; x. misinformation campaigns; xi. forks; and xii. spoofing.
17. You agree that all operations performed on Binance represent your true investment intentions, and unconditionally accept the potential risks and benefits associated with their investment decisions. Each Transaction opened or closed by you will be valid and binding on you notwithstanding that the opening or closing of the Transaction being opened or closed as a result of any inaccuracy or mistake by you.
18. Binance reserves the right to suspend and terminate the Binance Liquid Swap Service and may do so at any time.
19. Due to network delays, computer system failures, the execution of the Binance Liquid Swap Service may be delayed, paused, suspended or deviated. Binance will use its best endeavours to ensure a stable and effective operation of the execution system of the Binance Liquid Swap Service.
20. You shall verify all statements and Confirmations of Transactions sent by Binance to you from time to time. If no objection is raised within 7 days of the date of the statement, Confirmation or advice of Transactions done (or such other time period set out in the said statement, Confirmation or advice), such statement, Confirmation or advice shall be deemed conclusive and binding as against you, and you shall not be entitled to object thereto. However, Binance may at any time rectify any error on any entry, statement, Confirmation or advice which has been proved to its satisfaction, and may demand immediate repayment from you of any Tokens erroneously paid over to you as a result of such error. Any and all objections by you shall not be valid unless accompanied by supporting evidence for such objections.
21. You shall immediately notify Binance if a statement, Confirmation or advice is not received by you in the ordinary course of business or your use of Binance’s services.
22. Subject to the provisions of this Agreement, a Confirmation which does not accurately reflect the relevant Transaction:
(a) does not affect the validity of the Transaction which the Confirmation evidences; and
(b) where there is Manifest Error, does not entitle you to enforce whatever is inaccurately recorded in the Confirmation.
23. Binance reserves the right to void or reverse from the outset any Transaction involving or deriving from a Manifest Error or to amend the details of such Transaction to reflect that which Binance considers in its sole and absolute discretion acting in good faith to be the correct or fair details of such a Transaction absent Manifest Error.
24. Without prejudice to the generality of the other terms in this Agreement, and in the absence of fraud or bad faith, Binance shall in no circumstances be liable to you for any Loss or demand of whatsoever nature you may suffer or incur in connection with any Manifest Error howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit, loss of opportunity or even if Binance had been advised of the possibility of the same arising or that the same were reasonably foreseeable.
Your Representations, Warranties, Agreement and Undertakings
25. You represent, warrant, agree and undertake that:
(a) you have full capacity and authority to accept and agree to the terms of this Agreement, to open, maintain and/or continue to maintain all Binance Liquid Swap Accounts from time to time opened and/or maintained and/or continued to be maintained with Binance, and to enter into Transactions thereon;
(b) you have all authorisations, consents, licences or approvals required to accept and agree to these terms and conditions, to open, maintain and/or continue to maintain all Binance Liquid Swap Account(s) from time to time opened and/or maintained and/or continued to be maintained with Binance, and to enter into Transactions;
(c) you are not an employee of any governmental or self-regulatory organisation in any jurisdiction, including any exchange or a member firm thereof, or engaged in the business of dealing (either as agent or principal), which prohibits you from establishing a relationship with Binance in dealing in any of Tokens, and you shall promptly notify Binance if you become so employed;
(e) unless you specifically notify Binance and Binance agreed, no person other than you has an interest in any Tokens or Binance Liquid Swap Account;
(f) 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 Binance Liquid Swap Account and/or any cash, Tokens or other property in any Binance Liquid Swap Account;
(g) any Transaction, or any other dealings in relation to the Binance Liquid Swap Service are solely and exclusively based on your own judgement and after your own independent appraisal and investigation into the risks of doing so, and your own independent assessment of your financial resources, ability and willingness to take relevant risks and financial objectives;
(h) Binance shall not be under any duty or obligation to inquire into the purpose or propriety of any Transactions and shall be under no obligation to see to the application of any funds delivered by you in respect of any Binance Liquid Swap Service that is provided;
(i) any person(s) empowered to act on your behalf have been duly authorised;
(j) you have complied and shall comply with all Applicable Laws in all jurisdictions relevant to any Binance Liquid Swap Accounts, Transaction or service or facility provided or made available by Binance to you;
(k) all information and/or documents provided by or for or to be provided by or for you to Binance in relation to any application or pursuant to or under this Agreement are true, accurate, complete and not misleading in any and all respects, and nothing has been concealed from Binance which may have a material bearing on Binance’s decision to provide or continue to provide any of the services under this Agreement; and
(m) you shall not knowingly or recklessly permit the use of Binance’s services, facilities or membership in a manner which is in the opinion of Binance liable to bring Binance into disrepute, impair the dignity or degrade the good name of any of the foregoing. You shall not knowingly or recklessly create or maintain or exacerbate manipulations (or attempted manipulations), corners (or attempted corners) or violation of any Applicable Laws (or arrangements, provisions or directions made or given thereunder), or otherwise be substantially detrimental to the interests or welfare of Binance.
26. The above representations, warranties, agreement and undertakings shall be deemed repeated whenever you give instructions to Binance, enter into any Transactions or establish a new Binance Liquid Swap Account with Binance.
27. In addition and without prejudice to any other right or remedy of Binance (at law or otherwise) you shall at all times indemnify, keep indemnified, and hold Binance harmless from and against any and all Loss suffered or incurred by Binance which arises (whether directly or indirectly) out of, in the course of or in connection with:
(a) any default or any failure by you to comply with any of these terms and conditions or Applicable Laws;
(c) any changes in any Applicable Laws; and/or
28. You shall further indemnify, keep indemnified and hold harmless Binance for any and all expenses, costs and legal fees (on a full indemnity basis) incurred, including but not limited to expenses, costs and legal fees incurred for producing records, and information, or payment made (whether such payment is or was or is to be made in settlement of any proceedings or in connection with any ruling, judgement, order or award) by any of them in connection with any investigations or proceedings (whether legal, regulatory, arbitration or other proceedings) brought against it in connection with Clauses 25(a) to 25(d) above. You shall provide any and all assistance to Binance in connection with such investigations or proceedings.
31. Without prejudice to the generality of the foregoing, Binance shall not in any event be liable to you for any indirect or consequential Loss, or for any anticipated profits or punitive damages.
32. Your relationship with Binance, the operation of any Binance Liquid Swap Accounts and the implementation of any Transaction shall be subject at all times to the Applicable Laws. Binance may take or refrain from taking any action whatsoever, and you shall comply with, and shall do all things required by Binance in order to procure or ensure compliance with, Applicable Laws. You agree that Binance shall not be liable to you as a result of any action taken by Binance to comply with Applicable Laws.
33. For the purpose of the Transactions, Binance may offer or make available for your access and use of the Electronic Facilities comprising of such trading systems, platforms and/or related software and technology (the “Trading Systems”) to enable, assist and/or facilitate you to place Orders, enter into and/or settle Transactions. These Trading Systems may be proprietary to Binance or may be licensed by Binance from third party licensors (the “Third Party Licensors”) for access and/or use by you. In addition to the terms of this Agreement, you agree and undertake to comply with any and all terms and conditions as Binance and/or such Third Party Licensors may from time to time prescribe or stipulate to be applicable to their provision and/or your access and/or use of such Trading Systems.
34. You acknowledge and agree that access and use of the Electronic Facilities is provided on an “as is” and “as available” basis and Binance makes no representation or warranty of any kind, express or implied, with respect to the functionality, operation, content or otherwise of the Electronic Facilities and does not represent or warrant that the Electronic Facilities or any part thereof is free from defect, failure or interruption or that they are fit for your purposes or any particular purpose and, without prejudice to the foregoing, Binance shall not in any event be liable for any system error, faults or failure of the Electronic Facilities whatsoever and howsoever arising or caused other than by fraud or wilful default of Binance.
35. To the extent that you may use third party technology, web applications, application programme interfaces, software, software code, programmes, protocols and/or other third party resources (the “Third Party Applications”) whether independently identified and selected, sourced or used by you, made available via Binance or otherwise, to provide connectivity to the Electronic Facilities offered or made available by Binance to place Orders, enter into and/or settle Transactions, you acknowledge and accept that you are solely responsible for and will bear all risks that such Third Party Applications may not be compatible with or function appropriately with the Electronic Facilities.
36. Binance disclaims and excludes unless expressly prohibited by applicable mandatory law, all terms and conditions and warranties implied by statute or common law in relation to the Electronic Facilities including, but not limited to, merchantability, satisfactory quality, suitability or fitness for any particular purpose. Technical difficulties may be encountered in connection with the Electronic Facilities. Such difficulties may include, but not be limited to, malfunctions, failures, delays, hardware damages or software erosion. Such difficulties could be the result of hardware, software or communication link inadequacies or any other cause and such difficulties could lead to possible economic and/or data loss. In the absence of fraud or wilful default, in no event will Binance, any of its related companies or affiliates or any of their respective officers, employees, agents, representatives or contractors be liable for any loss, cost, claim, demand, expense or damage including, without limitation, loss of profit, loss of revenue, loss of opportunity, consequential, unforeseeable, special or indirect damages or expenses which arise directly or indirectly as a result of accessing or using the Electronic Facilities, even if Binance had been advised of the possibility of the same arising or that the same were reasonably foreseeable.
37. Binance may use or provide technology and/or electronic services, or make available technology and/or electronic services provided by third parties, for your use in connection with any Order placed or Transaction made by you with Binance. Such technology and electronic services may include, but is not limited to, trading technology, web applications, application programme interfaces, software, software code, programmes, protocols and displays (collectively, the “Technology”) for trading, analysing trades and markets, constructing automated trading systems and/or to assist or facilitate the provision, availability or connectivity of Electronic Facilities provided or made available by Binance to you for access or use. Binance provides the Technology “as is”, without any warranties of merchantability, fitness for a particular purpose, or other express or implied warranties. You acknowledge and agree that none of Binance, any Third Party Licensors and any other third party Technology providers shall be responsible for the operation or performance of any automated trading system developed with Technology or for any errors, malfunctions or breakdown of, or inability to access, any Technology or Electronic Facilities or for any delays or interruptions in transmission of Orders due to breakdown, excessive call volume or failure of transmission or communication equipment on the internet or otherwise, including, but not limited to, communications problems, computer software or hardware breakdowns, malfunctioning errors, any and all problems or glitches associated with computer problems or any other technical cause or causes.
38. You acknowledges that certain databases, programmes, protocols, displays and manuals which may form part of the Technology (the “Proprietary Information”) are proprietary and unique to Binance, Third Party Licensors or third party Technology providers, as to which copyright, patent, or other proprietary rights may be held by Binance, such Third Party Licensors, third party Technology providers or third parties from whom such Third Party Licensors or third party Technology providers have licensed or otherwise acquired such rights. You agree to take or cause to be taken any and all necessary precautions to maintain the confidentiality of such Proprietary Information, to comply with all copyright, trademark, trade secret, patent and other laws necessary to protect all rights in the Proprietary Information as advised by Binance and agrees not to remove, conceal or obliterate any copyright or other proprietary notice, which may include references to Binance, such Third Party Licensors or such other third parties’ ownership, as included in the Technology.
39. You acknowledge, accept and agree that Binance, any Third Party Licensors or any other third party Technology providers and their respective directors, officers, employees, agents, contractors and/or sub-contractors shall not be held liable for any loss, damage, cost or expense (including the loss of data) suffered or incurred by you as a result, arising out of or in connection with any errors, malfunctions, breakdowns, inability to access, faults, interruptions or delays in the Technology, or Electronic Facilities or out of any inaccuracies, errors or omissions in the information contained in the Technology or Trading Systems as supplied to, or made available for access and use by, you, provided however that this limitation does not apply to any loss, cost or damage suffered or incurred by you caused by fraud or wilful default of Binance in the performance of its duties imposed by this Agreement or Applicable Law. Each of Binance, such Third Party Licensors and such third party Technology providers makes no warranties, conditions, guarantees or representations as to satisfactory quality, fitness for a particular purpose or other warranties, conditions, guarantees or representations, whether express or implied, in law or in fact, oral or in writing, except as expressly stated in the terms of this Agreement. Under no circumstances shall Binance, such Third Party Licensors and/or such third party Technology providers be liable for any loss, damage, cost or expense of any nature whatsoever incurred or suffered by you of an indirect, incidental, special or consequential nature (including without limitation any economic loss or other loss of turnover, profits, business or goodwill) arising from or in connection with the provision of, or the availability to you of, any Technology or Electronic Facilities.
40. Without prejudice to the generality of the foregoing, you agree not to bring any legal action, whether in tort, contract or otherwise, against Binance, any Third Party Licensors or any other third party Technology providers alleging damages for, the failure by Binance to perform or otherwise settle a Transaction entered by you using Technology.
41. Use of the any service under this Agreement may require compatible hardwares or devices, internet access, web browser that includes 128-bit encryption (e.g. Chrome/Edge/Firefox/Safari/Opera, latest version recommended and require periodic updates) and Binance software (latest version recommended and requires periodic updates). Performance under this Agreement may be affected by the performance of these factors. It is not recommended to operate with a touchscreen device on a web browser. You agree that meeting these requirements is your responsibility. Binance shall not be liable for any losses resulting directly or indirectly from the incompatible hardwares or devices, personal network congestion, network delay, poor network environment and outdated version of software. Binance reserves the right to limit the number of Binance Liquid Swap Accounts that may be created from a device and the number of devices associated with a Binance Liquid Swap Account.