A. Binance NFT Marketplace
By participating in Binance NFT Marketplace and any of its associated services you acknowledge that you have read, understood and accepted all of the terms and conditions herein (the "NFT Marketplace Terms"), and you acknowledge and agree that you will be bound by and will comply with these NFT Marketplace Terms. If you do not understand and accept these NFT Marketplace Terms in their entirety, you should not participate.
The Binance NFT Marketplace is provided by Hash Muse Pte Ltd (the "Company") and, as such, you expressly acknowledge and agree that any references to "weā, "usā, "our" or "Binance" in this documents may be deemed to include references to the Company as the circumstances dictate for the provision of the Binance NFT Marketplace services. As such you expressly acknowledge that any of the rights and limitations set out hereunder in relation to Binance shall apply to the Company in full force and effect.
B. Overview of Binance NFT Marketplace
1. The Binance NFT Marketplace provides you with the opportunity to create (mint), sell, purchase, bid on, collect, trade, showcase and otherwise transact digital blockchain collectibles, which may be represented as a non-fungible token ("NFT") linked with certain digital media and art ("NFT Media"). We facilitate transactions between a buyer and a seller of an NFT, but we are not a party to any agreement between a buyer and a seller of an NFT on the Binance NFT Marketplace. We collect revenue on the Binance NFT Marketplace via transaction fees and other applicable fees which we display when you interact with the Binance NFT Marketplace. For the avoidance of doubt, NFTs transacted on the Binance NFT Marketplace are considered "Virtual Assets" as defined in the Terms. Binance reserves the right to (but is not required or obligated to be) take any action in relation to any disputes arising from purchases via the Binance NFT Marketplace, including in connection with any auctions or other purchase methods.
C. NFT Sellers
2. By minting, providing, or selling an NFT through the Binance NFT Marketplace, you hereby represent and warrant that you own all legal right, title, and interest in all Intellectual Property Rights to the NFT Media linked or associated with such NFT, or you are legally authorised by the Intellectual Property Right owner to mint, provide or sell the NFT on the Binance NFT Marketplace. Except for NFTs minted on the Binance NFT Marketplace, in order to list any NFT for sale on the Binance NFT Marketplace, you must first deposit the NFT for sale for custody with Binance until such time as the NFT is sold or you decide to remove the NFT from the Binance NFT Marketplace. For clarity, Binance (and any associated entity) has no obligation or liability to you for keeping, storing, or helping you recover any NFT Media associated with your NFTs.
D. NFT Buyers
3. When you purchase an NFT, you own the NFT that is associated with certain NFT Media, but you do not own any Intellectual Property Rights in such NFT Media except for the license grants expressly set forth herein. In certain cases, we may help to evaluate or provide you with information about a seller of an NFT. However, such information is provided for informational purposes only. You bear full responsibility for verifying the authenticity, legitimacy, and identity of any NFT you purchase on the Binance NFT Marketplace. We make no representations, guarantees, or promises about the identity, legitimacy, legality, decency, quality, or authenticity of any NFT on the Binance NFT Marketplace. Notwithstanding any sale clearing period that may be implemented for the sale of any NFTs, you acknowledge that Binance is not required or obligated to adjudicate or decide on any disputes in connection with any NFTs sold on the Binance NFT Marketplace.
E. Licence to your content
4. In connection with your use of the Binance NFT Marketplace, you may be able to post, upload, or submit content to be made available through the Binance NFT Marketplace, including NFT Media that is tied to NFTs you wish to sell on the Binance NFT Marketplace as a seller, and any other content associated with your NFTs ("Your Content"). You retain all rights to Your Content you post, upload, submit, or otherwise make available through the Binance NFT Marketplace, except for rights expressly granted herein. In order to operate the Binance NFT Marketplace, we must obtain from you certain license rights in Your Content so that actions we take in operating the Binance NFT Marketplace are not considered legal violations. Accordingly, by using the Binance NFT Marketplace and uploading Your Content or otherwise made Your Content available, you grant us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content in any and all media or distribution methods (now know or later developed) but solely as required to be able to operate and provide services of the Binance NFT Marketplace. You agree that this license includes the right for us to provide, promote, and improve the Binance NFT Marketplace and to make Your Content available to other companies, organisations, or individuals for the distribution, promotion, or publication of Your Content on other media and services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Binance NFT Marketplace, and solely for purpose of providing the Binance NFT Marketplace, and to otherwise permit access to disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations.
5. As part of the foregoing license grant, you agree that the other users of the Binance NFT Marketplace shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Binance NFT Marketplace; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Binance NFT Marketplace. By posting or submitting Your Content to the Binance NFT Marketplace, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and grant us the license described above.
6. If you sell an NFT through the Binance NFT Marketplace, you grant to the buyer of the NFT a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the NFT Media for such purchased NFT, solely for the following purposes: (a) for the buyer's own personal use; (b) as part of a marketplace that permits the purchase and sale of such NFTs, provided that the marketplace cryptographically verifies each NFT's owner's rights to display the NFT Media for their NFTs to ensure that only the actual owner can display the NFT Media; or (c) as part of a third-party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT's owner's rights to display the NFT Media for their NFTs to ensure that only the actual owner can display the NFT Media, and provided that the NFT Media is no longer visible once the owner of the NFTs leaves the website/application (the "NFT Purchase License").
7. If you are a buyer of NFTs, then you acknowledge and agree that the NFT Purchase License set forth above only lasts as long as you are the valid owner and holder of the NFT associated with the licensed NFT Media. If you sell or transfer the NFT to another person, this NFT Purchase License will transfer to such other owner or holder of the NFT, and you will no longer have the benefits of such NFT Purchase License. Unless otherwise specified by the seller of an NFT in writing, your purchase of an NFT does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the NFT or its related NFT Media for any commercial purpose.
8. If you sell an NFT, you agree that you will not have any claims against Binance for any breach of these NFT Terms by a purchaser, including if they make commercial use of the related NFT Media in breach of these NFT Terms.
9. We have the right to remove or refuse to post any of Your Content, including NFTs, (a) for any or no reason in our sole discretion; and (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these NFT Terms or the Terms, infringes any Intellectual Property Right of any person or entity, threatens the personal safety of users of the Binance NFT Marketplace or the public, or could create liability for Binance or other users.
F. Specific Terms for the Premium Platform and Creators
10. As part of the Binance NFT Marketplace, Binance offers a premium platform (the "Premium Platform") which only allows creators that are invited or otherwise approved by Binance ("Invited Creators") to mint and sell NFTs ("Creator NFTs"). The Invited Creator's original NFT Media being the "Creator's NFT Media". Binance may enter into an addendum with any Invited Creator (a "Creator Addendum") setting forth terms for using the Premium Platform as an Invited Creator. If there is a conflict between a Creator Addendum and these NFT Terms, the provisions of the Creator Addendum shall take precedence for such Invited Creator.
11. The Invited Creator hereby grants to Binance a perpetual, irrevocable, and exclusive right and license to use, reproduce, and display the Creator's NFT Media in connection with the promotion of the Creator's NFT Media, the Creator's NFTs and the Binance NFT Marketplace. For clarity, unless otherwise specified in a Creator Addendum, the exclusive license granted above means that Invited Creator cannot itself, or grant to any other party any right to, use, reproduce, display the Creator's NFT Media in connection with non-fungible tokens or any other collectibles, platforms or services.
12. In order for Binance to exercise its rights to the Creator's NFT Media, Invited Creator will provide Binance with high-resolution images and NFT Media as reasonably requested by Binance. Binance shall have the sole control over the promotion and marketing of the Creator's NFTs, including the sole discretion to select certain Creator's NFTs or Invited Creators to participate in events hosted by Binance. As reasonably requested by Binance, Invited Creator will support Binance in the promotion or marketing of the Creator's NFTs through participation in the marketing activities as agreed upon by the parties in a Creator Addendum. In connection with the promotion of the Creator's NFTs, the Invited Creator hereby grants Binance a right to use the name, image, photo, biography, signature, and likeness of the Invited Creator solely in connection with the marketing and promotion of the Creator's NFTs.
13. Invited Creator will not engage in any promotion or marketing of Binance, the Binance NFT Marketplace, or any Creator's NFTs in a manner that is misleading or deceptive or not in compliance with applicable law. Invited Creator must disclose any material connection between Invited Creator and Binance in any such promotion in a clear and conspicuous manner, including in close proximity to any such marketing statements. Invited Creator will not promote or market the Creator's NFTs in a manner intended to give buyers the impression that such NFTs are investment products or that they can expect capital appreciation or derive profits from the purchase of such NFTs, or indicate that such NFTs may be characterised as securities or any other form of regulated investment product in any applicable jurisdiction.
14. If requested by Binance, Invited Creator will reasonably cooperate with Binance to validate the authenticity of the Creator's NFTs and the Creatorās NFT Media.
15. Invited Creator acknowledges and agrees that Binance will charge a platform fee which is 10% (or other percentage as provided in a Creator Addendum) of the purchase price for any sale of the Creator's NFTs on the Premium Platform.
16. For the avoidance of doubt, any use of or interaction with the Premium Platform by any User (including an Invited Creator) is governed by terms in this Section F and the rest of these NFT Terms not in direct contradiction with the terms in this Section F.
G. Specific Terms for the Standard Platform and Initial Sale
17. As part of the NFT Marketplace, Binance offers a standard platform (the "Standard Platform") which allows any registered users to create NFT collections (subject to paying an associated smart contract deployment fee) and mint and sell NFTs (the "Standard NFTs") associated with the user's NFT Media. Creators of Standard NFTs can also set their own royalty fee for their NFT collections.
18. For an initial sale of a Standard NFT (i.e., the first instance a newly minted Standard NFT is sold by the creator to a buyer), the transaction proceeds from the sale of the Standard NFT (the "Transaction Proceeds") shall be frozen in the seller's account for a pre-specified period of time (the "Initial Sale Clearing Period") after which the Transaction Proceeds will be released to the seller.
19. Binance may extend the Initial Sale Clearing Period for a further period of time (the "Extended Clearing Period") provided that:
a. within the Initial Sale Clearing Period, a bona fide complaint is raised by the buyer or a third party for claims that relate to intellectual property infringement, the identity, legitimacy, authenticity, and/or validity of legal title of the Standard NFT, violation of the Binance Terms, these NFT Terms and/or violation of the terms of the NFT sale as agreed between the seller and the buyer. For any claim raised by the buyer, the buyer shall furnish proof that the Standard NFT at issue remains in their account and agrees to have the NFT frozen pending resolution of the dispute. The buyer or the third party submitting a complaint shall agree that Binance may supply a copy of this complaint to the seller, including the buyer/third party's identity and contact details.
b. Binance suspects the Standard NFT, the Standard NFT transaction, the seller's activity in relation to the Standard NFT and/or the Transaction Proceeds to be in violation of the applicable terms of sale (including the Binance Terms and these NFT Terms) or any applicable laws and regulations.
20. After the Extended Clearing Period, Binance may only continue to freeze the Transaction Proceeds if legal proceedings or investigations by the authorities have been commenced against the seller (and where such legal proceedings or investigations require the Transaction Proceeds to be frozen), or in such other circumstances that Binance deems appropriate in its sole discretion. For the avoidance of doubt, Binance reserves the right to freeze and take such other action in respect of the Transaction Proceeds (being Virtual Assets or funds in a Binance User's Account) in accordance with the Binance Terms, regardless of whether the situation is expressly provided for under this Section G. In such circumstances, Binance has the discretion to extend the freeze for any further duration pending the resolution of the dispute. If receive proof that such a formal legal action or complaint has been filed within the Extend Clearing Period, Binance may be entitled to release the Transaction Proceeds to the seller.
21. If the complainant and the seller are able to resolve the dispute at any stage, Binance will require written confirmation of the resolution of the dispute from all parties before it may proceed to release the Transaction Proceeds to the seller.
22. In no circumstances shall Binance bear any liability or responsibility for any act or omission done in relation to the freezing (or omission to freeze) of the Transaction Proceeds, and there shall be no freezing as part of any secondary sale of Standard NFTs.
23. In addition, by minting a Standard NFT, you acknowledge and agree that you have read and accept the "NFT Minting Rulesā, which includes examples of inappropriate content and our right at our sole discretion to, among other things, delist or otherwise remove your NFT collection(s) or Standard NFTs from the Binance NFT Marketplace.
24. For the avoidance of doubt, any use of or interaction with the Standard Platform by any user is governed by terms in this Section G and the rest of these NFT Terms not in direct contradiction with the terms in this Section G.
H. Copyright Policy
25. Binance may, but is not obligated to, monitor the NFTs, NFT Media, and Your Content uploaded to the Binance NFT Marketplace for any infringement of a third party's Intellectual Property Rights. However, Binance cannot undertake to review all such content before it is posted on the Service, and cannot ensure prompt removal of objectionable content after it has been posted. Accordingly, Binance assumes no liability for any action regarding transmissions, communications, or content provided by any user or third party. Binance will take down NFTs in response to New Zealand takedown notices and/or other intellectual property infringement claims and will terminate a seller's access if the seller is deemed to be a repeat infringer. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the services have been copied in a way that constitutes copyright infringement, you may submit a notification to our legal department, by providing the following information in writing:
aļ¼identification of the copyrighted work that is claimed to be infringed;
bļ¼identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Binance NFT Marketplace;
cļ¼information for our copyright agent to contact you, such as an address, telephone number, and e-mail address;
dļ¼a statement that you have a good faith belief that the identified, allegedly infringing use is not authorised by the copyright owners, its agent, or the law;
cļ¼a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorised person to act on behalf of the copyright owner; and
fļ¼the physical or electronic signature of a person authorised to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
26. Notices of copyright infringement claims should be sent by mail to: Hash Muse Pte Ltd, Attn: Legal Department, 531A Upper Cross Street, #04-95 Hong Lim Complex, Singapore; or by e-mail to [legal@binance.com](mailto:legal@binance.com). It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
27. Any user of the Binance NFT Marketplace who has uploaded or posted materials identified as infringing as described above may supply a counter-notification. When we receive a counter notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by regular mail or by email) that sets forth:
aļ¼your name, address, telephone number, e-mail address, and physical or electronic signature;
bļ¼identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; and
cļ¼a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
I. Restrictions on Marketing and Promotional Activities and Logo Use
28. Any marketing and promotional activities, whether in digital, print, or any other form, that you may conduct in connection with your use of the Binance NFT Marketplace are subject to our review and prior written approval. We will only allow marketing and promotional activities to be referred to strictly as collaboration with the Company (but not with Binance). You should submit any such plan relating to marketing and promotional activities and materials for our review and provide any information that we reasonably request. The plan should contain all key information, including but not limited to details of the relevant NFT projects, all planned media channels or distributions, relationships between different counterparties, etc.
29. No mention of token-related topics or any implication relating to token issue or listing, or collaboration with Binance may be included. You must not create and/or publish any marketing or promotional materials that may: (a) be deemed false and misleading; (b) breach or infringes the rights of any third parties, including intellectual property rights; (c) breach any Applicable Laws and regulations; (d) breach any of our guidelines or instructions that may be made available to you; and (e) bring into disrepute or damage the goodwill of Binance and/or Binance NFT Marketplace. We reserve the right to request changes or suspension to such plan and activity as we deem necessary and reject any plan and activity in its entirety at our absolute discretion.
30. You must not use Binance's name, logo, trade names, and any other marks ("Binance Marks") without our prior written approval. Subject to further guidelines that may be made available to you, we may permit you to use the Binance Marks, at our sole discretion, for the sole purposes of marketing or promoting your NFTs on the Binance NFT Marketplace. Terms of such guidelines made available to you shall be incorporated into these terms by express reference herein.
31. You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation, loss of goodwill and all interest, penalties and legal costs (calculated on a full indemnity basis), and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any such marketing and promotional activities that you conduct in connection with your use of the Binance NFT Marketplace.
J. Verification and Payment
32. When you make purchases through the Binance NFT Marketplace, including, without limitation, any purchase for NFTs, you must provide and maintain valid payment information in connection with your Binance Account (as defined in the Terms) with us. You represent and warrant that you are authorised to use the payment method you use via the Binance NFT Marketplace to make any purchase. You authorise us to charge your payment method for the total amount of your purchase price. Your order may be suspended or cancelled for any reason, including if the payment method cannot be verified, is invalid, or is otherwise not acceptable. Other payment terms for purchases are set forth in the relevant sections of the Terms.
33. We have no liability to you or any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Binance NFT Marketplace, or any other payment or transactions that you conduct via the Binance NFT Marketplace. We do not provide refunds for any purchases that you might make on or through the Binance NFT Marketplace ā whether for NFTs or anything else.
34. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Binance NFT Marketplace or NFTs, except for income taxes levied on us as a result of such purchases of NFTs.
K. Other risks
35. Any purchase or sale you make, accept or facilitate outside of the Binance NFT Marketplace of an NFT will be entirely at your risk. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same. We do not control or endorse purchases or sales of NFTs outside of the Binance NFT Marketplace. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the Binance NFT Marketplace.
36. Certain parts of the Binance NFT Marketplace may display, include or make available content, data, information, applications, or materials from third parties ("Third Party Materials"). By using the Binance NFT Marketplace, you acknowledge and agree that Binance is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third Party Materials. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials, or any other materials, products, or services of third parties.
37. If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOUR AT THE TIME OF AGREEING TO THIS RELEASE.
L. Contact
38. General questions or comments about the Binance NFT Marketplace or these NFT Terms should be sent either by mail to Hash Muse Pte Ltd, 531A Upper Cross Street, #04-95 Hong Lim Complex, Singapore, or by contacting the customer support team at [https://www.binance.com/en-NZ/support/requests/new].
M. General Terms
39. All terms and references used in these NFT Marketplace Terms and which are defined and construed in the Binance Terms of Use (the "Terms"), but are not defined or construed in these NFT Marketplace Terms, shall have the same meaning and construction in these NFT Marketplace Terms.
40. The NFT Marketplace Terms are to be read together with the Terms. In the event of any conflict or inconsistency between the NFT Marketplace Terms or Terms, the order of precedence in which the documents are to be read is first the NFT Marketplace Terms and then the Terms.
N. Definitions
"Binance Marks" has the meaning given to it in clause 30.
"Binance NFT Marketplace" refers to the digital marketplace in which Binance users can trade, purchase and sell NFTs.
"Company" has the meaning given to it in Section A.
"Creator Addendum" has the meaning given to it in clause 10.
"Creator NFTs" has the meaning given to it in clause 10.
"Creator's NFT Media" has the meaning given to it in clause 10.
"Extended Clearing Period" has the meaning given to it in clause 19.
"Initial Sale Clearing Period" has the meaning given to it in clause 18.
"Invited Creators" has the meaning given to it in clause 10.
"NFT" has the meaning given to it in clause 1.
"NFT Marketplace Terms" has the meaning given to it in section A.
"NFT Media" has the meaning given to it in clause 1.
"NFT Minting Rules" has the meaning given to it in clause 23.
"NFT Purchase License" has the meaning given to it in clause 6.
"Premium Platform" has the meaning given to it in clause 10.
"Standard NFT" has the meaning given to it in clause 17.
"Standard Platform" has the meaning given to it in clause 17.
"Third Party Materials" has the meaning given to it in clause 36.
"Transaction Proceeds" has the meaning given to it in clause 18.
"Your Content" has the meaning given to it in clause 4.
