This Binance Futures Services Agreement (this “Agreement”) shall apply to all Futures Accounts opened and maintained with Binance as well as all Futures Trading Services provided by Binance to you (as each term is defined below). If any Futures Account is opened or maintained subject to some other terms (“Other Agreement”), then, unless otherwise expressly stated, this Agreement shall be deemed supplemental to such Other Agreement. Your access to and use of the Futures Trading Services shall constitute your agreement to the terms hereof.

All capitalized terms and references used in this Agreement that are defined and construed in the Binance Terms of Use (the “Terms of Use”) but are not defined or construed in this Agreement shall have the same meaning and construction in the terms of this Agreement. For the avoidance of doubt, 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.

The terms in this Agreement shall be supplemental to and are to be read together with the Terms of Use. In the event of any conflict or inconsistency between the terms in this Agreement and the Terms of Use or the terms of this Agreement and the terms of any Other Agreement, the terms in this Agreement shall prevail with respect to the services contemplated hereunder unless expressly stated otherwise.

This version of this Agreement shall replace and supersede all previous versions of this Agreement that may have been accepted by you or otherwise made available on the Platform.

1.1. The following definitions are applicable to the terms of this Agreement:

“COIN-M Futures” means futures contracts that are quoted, margined and settled in Digital Assets other than stablecoins (in such form as prescribed from time to time by Binance in its sole discretion) and shall not include USDS-M Futures.

“Confirmation” means written confirmation (including email or other electronic means from which it is possible to produce a hard copy) of the specific terms of a Transaction entered into by you pursuant to the Futures Trading Services.

“Collateral” in respect of the Cross Collateral Services (as defined below), means any Digital Assets of the type that Binance has specified it accepts as collateral that is deposited with or held by Binance in your Futures Account as security for your obligations under any Cross Collateral Loan.

“Cross Collateral Loan” is as defined in Clause 6.3 of this Agreement.

“Cross Collateral Liquidation” is as defined in Clause 6.8 of this Agreement.

“Cross Collateral Services” means the optional service provided by Binance to you as part of the Futures Trading Services in which you may use such Digital Assets as Binance may accept in its sole discretion as Collateral in order to borrow Tether (USDT) for the purposes of satisfying Margin Requirements on Transactions.

“Default” is as defined in Clause 8.1 of this Agreement.

“Delivery Futures Contracts” means Coin-M Futures and/or USDS-M Futures with a fixed (quarterly) expiry date.

“Digital Assets” means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens and tokenised derivatives of any other digital asset.

“Funding Fees” means periodic payments that apply to Perpetual Futures Contracts that are either paid to you or owed by you depending on whether you are holding a long or short position in the relevant Digital Assets and are based on the nominal value of the positions and the applicable Funding Rate Funding Fees are intended to ensure the Perpetual Futures Contract price aligns with the prevailing spot price.

“Funding Rate” means the rate used to determine the applicable Funding Fees payable in respect of Perpetual Futures Contracts. Information as to real-time and historical rates for each type of Perpetual Futures Contract can be found here.

“Funding Times” is as defined in Clause 7.6 of this Agreement.

“Futures” means COIN-M Futures, USDS-M Futures or any other futures contracts that Binance may allow at its sole discretion to be traded on the Platform.

“Futures Account” means an account maintained or to be maintained by Binance for you for the purpose of receiving the Futures Trading Services.

“Futures Account Information” is as defined in Clause 9.1 of the Agreement.

“Futures Trading Rules” is as defined in Clause 2.1 of this Agreement.

“Futures Trading Services” means all services relating to Transactions in Futures and/or the provision of Cross Collateral Services, whether provided through the Platform or otherwise.

“Initial Margin” in respect of a Transaction, shall be the minimum amount of Margin that Binance may from time to time in their sole discretion determine is required to be deposited in your Futures Account in order to open a leveraged position in respect of that Transaction.

“Interest Rate” is as defined in Clause 7.7 of this Agreement.

“Last Price” means the latest transaction price that the Futures contract in question was traded at on the Platform.

“Leverage Ratio” means, with respect to a Transaction, the quotient obtained by dividing the Mark Price of the Transaction by the value of the Margin held as security for your obligations under such Transaction..

“Liquidation” is as defined in Clause 5.1(d) of this Agreement.

“Liquidation Level” means (i) in the case of Cross Collateral Services, the LTV Ratio or (ii) in the case of a Transaction, the Leverage Ratio, in each case as prescribed by Binance from time to time in the Futures Trading Rules which, if reached will result in Binance selling or disposing of any or all Collateral or Margin (as applicable) to satisfy the Required LTV Ratio or Margin Requirements (as the case may be).

“Liquidation Price” means the Mark Price at which Liquidation occurs. For the avoidance of doubt, the Liquidation Price as quoted by Binance on the Platform is for reference only and shall not be binding on Binance.

“Loan-to-Value Ratio” or “LTV Ratio” in respect of the Cross Collateral Services, means the ratio or percentage obtained by dividing the aggregate amount of Cross Collateral Loans by the sum of the total value of the Collateral provided, as determined by Binance in its sole discretion.

“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, liquidating or re-establishing of any hedge or related trading position, loss of profit, loss of revenue, loss of opportunity, consequential, unforeseeable, special or indirect damages or expenses.

“Maintenance Margin” in respect of a Transaction, shall be the amount of Margin that Binance may from time to time in its sole discretion determine to be required to keep the relevant leveraged position in respect of the applicable Transactions open.

“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 through the Futures Trading Services (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.

“Margin” in respect of Transactions means any Digital Assets of the type that Binance has specified it accepts to satisfy Margin Requirements, that are deposited with or held by or on behalf of Binance in your Futures Account as security or credit support for your obligations under suchTransactions.

“Margin Balance” means the sum, from time to time (as determined by Binance in its sole discretion) of: (i) Margin held in your Futures Account; and (ii) any Unrealised P/L connected to your Futures Account. Information as to your Margin Balance from time to time is made available through the Platform.

“Margin Call” means the request issued by Binance to you, to top up any shortfall of Collateral or Margin (as the case may be) in the Futures Account in order to satisfy Initial Margin and/or Maintenance Margin requirements from time to time.

“Margin Requirements” means any Initial Margin and/or Maintenance Margin required to open and/or maintain a position with respect to a Transaction, as specified by Binance from time to time.

“Mark Price” in respect of COIN-M Futures or USDS-M Futures, means the fair value of the relevant Futures, regardless of whether those Futures are Perpetual Futures Contracts or Quarterly Futures Contracts, as calculated pursuant to the methodology set out in the the relevant Futures Trading Rules in respect of COIN-M Futures (HERE) and the Futures Trading Rules in respect of USDS-M Futures (HERE).

“Order” means any offer to enter into a Transaction, or any of your instruction, request, application or order in relation to the Futures Trading Services (including without limitation limit orders, market orders, stop limit orders, stop market orders, take profit limit orders, take profit market orders, trailing stop orders, post only orders, and limit take profit or stop loss orders, as further described (HERE) in whatever form and howsoever sent, given or transmitted by you or on your behalf to Binance or which Binance reasonably believes to have been sent, given or transmitted by or on your behalf, including any instruction, request or order to revoke, ignore or vary any previous offer, instruction, request application or order.

“Perpetual Futures Contracts” means Coin-M Futures and/or USDS-M Futures without a set expiry date.

“Platform” means the digital platform made accessible to you via any website, page, feature, or content owned or operated by Binance, any mobile application developed or provided by Binance or any API made available to you or third-party applications relying on such an API, in each case that enables you to use or otherwise access the Binance Services, or by such other means as Binance may prescribe from time to time for the use of Binance Services.

“Proprietary Information” is as defined in Clause 14.7 of this Agreement.

“Required LTV Ratio” means the [maximum] LTV Ratio that Binance has determined in its sole discretion can be maintained with respect to any Cross Collateral Loan before triggering a Cross Collateral Liquidation.

“Technology” is as defined in Clause 14.6 of this Agreement.

“Third Party Applications” is as defined in Clause 14.3 of this Agreement.

“Third Party Licensors” is as defined in Clause 14.5 of this Agreement.

“Trading System” is as defined in Clause 14.5 of this Agreement.

“Transaction” means any transactions in respect of Futures that Binance may from time to time permit to be carried out with respect to your Futures Account.

“Unrealised P/L” means the profits that have not yet been realized on your open Transactions before closure or expiry minus (ii) the losses that have not yet been realized on your open Transactions before closure or expiry.

“USDS-M Futures” means futures contracts that are quoted, margined and settled in stablecoins (includingTether (USDT), Binance USD (BUSD) and/or any other stablecoins that Binance may determine from time to time in its sole discretion), and shall not include COIN-M Futures.

1.2. 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.

1.3. 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.

2.1. By accessing your Futures Account, you agree to be bound by the terms of this Agreement together with the rules that apply in relation to the Futures Trading Services provided by Binance from time to time (collectively, the “Futures Trading Rules''), which shall include, without limitation, each of the following:

(a) the trading rules of COIN-M Futures and USDS-M Futures (as available HERE or on such other webpage as notified by Binance from time to time);

(b) the provisions regarding leverage and margining of USDS-M Futures (as available HERE or on such other webpage as notified by Binance from time to time);

(c) the provisions regarding leverage and margining of COIN-M Futures (as available HERE;

(d) the provisions regarding funding rates (as available HERE or on such other webpage as notified by Binance from time to time);

(e) the provisions regarding Liquidation (as available HERE or on such other webpage as notified by Binance from time to time);

(f) applicable fee schedules (as available HERE or on such other webpage as notified by Binance from time to time); and

(g) any other rules, terms of service, and/or trading protocols that Binance may from time to time in its sole and absolute discretion determine shall form part of this Agreement (as available HERE or on such other webpage as notified by Binance from time to time).

2.2. You acknowledge and agree that the Futures Trading Rules shall supplement and form part of this Agreement. In the event of any conflict between the provisions of any of the Futures Trading Rules and the provisions of this Agreement, the provisions contained in the Futures Trading Rules, as they relate to the relevant Futures Trading Service(s) referred to therein, shall prevail.

2.3. Binance may, from time to time, amend the Futures Trading Rules in its sole discretion, including, but not limited to, amending the trading pairs available as part of the Futures Trading Services and the leverage available for particular Transactions.

2.4. Nothing in this Agreement or otherwise obliges Binance to provide any Futures Trading Services to you and Binance may change, suspend, terminate, restrict or discontinue to any of the Futures Trading Services or any information, features or functions available through the Platform, and may delist any Digital Asset trading pairs from the Platform either temporarily or on a permanent basis, in each case at any time in its sole and absolute discretion, without giving any reason or any notice to you thereof.

2.5. Nothing contained on the Platform is to be construed as an offer, an invitation to offer or a recommendation to enter into any transaction which can be accepted by you so as to create contractual obligations without further action by Binance. Binance is not providing any advice with respect to the use of the Platform (including, without limitation, regarding the execution of transactions or any legal, tax or accounting advice regarding the suitability or profitability of a security, investment or transaction by means of the Platform). The Platform provides general information only; it is not intended as financial advice or as an offer, solicitation or recommendation of securities or other financial products and is not personalized or in any way tailored to reflect your particular investment objectives, financial situation or needs. Any transaction(s) or products(s) mentioned herein may not be appropriate for all investors and before entering into any transaction you should take steps to ensure that you fully understand the transaction and have made an independent assessment of the appropriateness of the transaction in the light of your own objectives and circumstances, including the possible risks and benefits of entering into such transaction and seeking advice from your own advisers. If you do decide to enter into a transaction, you do so in reliance on your own judgment.

2.6. You acknowledge that there are legal requirements in various countries which may restrict the products and services that Binance can lawfully provide as part of the Futures Trading Services. Accordingly, some products and services and certain functionality within the Platform may not be available or may be restricted in certain jurisdictions or regions or to certain users. You shall be responsible for informing yourself about and observing any restrictions and/or requirements imposed with respect to the access to and use of the Platform and the Futures Trading Services in each country from which the Platform and the Futures Trading Services are accessed by you or on your behalf. Binance reserves the right to change, modify or impose additional restrictions with respect to the access to and use of the Platform and/the Futures Trading Services from time to time in its sole discretion at any time without notification.

2.7 If you are a User resident in South Africa, you acknowledge that the Futures Trading Services are provided to you by Binance pursuant to a Juristic Representative arrangement with FiveWest OTC Desk (Pty) Limited (Authorised FSP 51619), an authorised financial services provider in South Africa.

3.1. To enter into a Transaction, provide any instructions with respect to a Transaction or close-out any open position with respect to a Transaction, you may do so by placing a relevant Order with Binance through the use of the Platform.

3.2. In the event that Binance assumes the role of the counterparty to any Transaction, Binance shall be entitled to all gains, profits and benefits derived from such Transaction.

3.3. Nothing in this Agreement or otherwise obliges Binance to accept any Order or enter into any Transaction with you, and Binance may refuse to enter into any Transaction, accept or otherwise act on any Order without giving any reason or any notice to you thereof.

3.4. Binance shall be entitled to rely upon any Order which Binance reasonably believes to have been provided on your behalf as duly authorized without further enquiry. Where any Order is ambiguous or inconsistent with any other Order, Binance shall be entitled to rely and act upon such Order in accordance with any reasonable interpretation thereof.

3.5. Binance will not act in accordance with any Order which purports to dispose of or deal with any Digital Assets which are in fact not held in any Binance Account and/or Futures Account.

3.6. Binance shall not be liable for any Loss or other liability whatsoever incurred by you or any third party which arises from or in connection with any failure by Binance to comply with any of your Orders or from any exercise by Binance of (or failure to exercise) any discretion, power or authority conferred upon Binance under this Agreement. Further, Binance shall not be liable for any Loss or other liability whatsoever incurred by you or any third party which arises from or in connection withfrom any failure or delay in the transmission of, or any wrongful interception of, any Order submitted through any equipment or system, including any equipment or system owned and/or operated by or on behalf of Binance.

3.7. You acknowledge and consent to the right of Binance to aggregate your Orders with the Orders of other clients of the Futures Trading Services. The allotment or distribution of any Digital Assets pursuant to such Order aggregation to or amongst you and other clients of the Futures Trading Services shall be at Binance’s sole and absolute discretion. You further acknowledge and agree that Binance may enter intoTransactions as principal and, in circumstances where Binance acts as principal to any Transaction, that Binance may also take such actions as Binance may reasonably require in order to limit its liability/exposure under such Transaction.

4.1. You shall deposit and maintain in your Futures Account, and/or otherwise provide to Binance, Margin in such form and amounts, at such times and in respect of such Futures Account as Binance may from time to time in its sole and absolute discretion require, whether or not such requirement of Binance is identical to or reflects or is greater than applicable collateral or margin requirements of any governmental body or self-regulatory organization in any jurisdiction (including any exchange) which is required to be maintained by Binance and/or you.

4.2. A list of Digital Assets approved by Binance to be eligible as Margin will be prescribed by Binance and certain Digital Assets may only be valued as Margin on a discounted basis. Binance may amend that list from time to time in its sole discretion and may (but shall not be obliged to) notify you of any changes to the list of eligible Digital Assets or discounts applied to the valuation thereof prior to those changes taking effect.

4.3. The value of any Margin shall be as determined by Binance in its sole and absolute discretion.

4.4. You may choose to satisfy Initial Margin and Maintenance Margin requirements on your Futures Account either on an isolated basis (i.e. per each open position you hold in Futures) (“isolated margin mode”) or on a net basis across all open positions in a particular contract type (“cross margin mode”). If you select “isolated margin mode”, each open position will be allocated an independent ledger for the purposes of calculating Initial Margin and Maintenance Margin requirements with respect to that open position. In that case, an independent Margin Balance will apply to each open position and only Digital Assets allocated as Margin to a particular open position will be utilized in the event of any Liquidation or close-out. Risk is therefore isolated per open position and if Liquidation is triggered for a particular open position, other open positions will not be affected. If you select “cross margin mode”, this means that Initial Margin and Maintenance Margin requirements will be calculated on a net basis across all of your open positions that reference the same contract type. For example, in “cross margin mode”, Initial Margin and Maintenance Margin will be calculated on a net basis across all USDS-M Futures contracts that reference BUSD and are margined in BUSD, and all open positions in such contracts will have a single margin balance and will have recourse to the same pool of Digital Assets provided by you to satisfy such Initial Margin and Maintenance Margin requirements. A Liquidation will therefore impact all of your open positions referencing the same contract type.

4.5 Binance currently only accepts USDT and BUSD stablecoins to satisfy Initial Margin and Maintenance Margin requirements on USDS-M Futures contracts. To the extent that you have deposited certain Digital Assets to your Futures Account other than USDT or BUSD, you may be able to apply the value of such Digital Assets to satisfy Initial Margin and/or Maintenance Margin requirements on USDS-M Futures by selecting “multi-asset mode” through the Platform. Digital Assets other than USDT or BUSD that are used to satisfy Margin Requirements on USDS-M Futures when in “multi-asset mode” will receive a value haircut (as determined by Binance in its sole discretion). For further detail on the Digital Assets that are currently eligible as Margin for USDS-M Futures as part of “multi-asset mode”, together with detail on applicable value haircuts, please see the “Multi-Assets Info” tab on the following webpage: https://www.binance.com/en/futures/trading-rules/perpetual/multi-asset-info. Binance reserves the right to change the Digital Assets that are eligible as Margin for USDS-M Futures contracts under “multi-asset mode” and/or applicable value haircuts and maximum transfer-in limit from time to time at its discretion. With respect to Coin-M Futures contracts, Binance accepts margin in the form of the cryptocurrency referenced in the relevant contract. For example, BTCUSD perpetual Futures contracts are margined in BTC. For a list of all cryptocurrencies referenced by Coin-M Futures contracts, please see the following webpage: Trading Rules of COIN-Margined Contracts | Binance Futures.

4.6. Upon specific instructions provided by you, Binance may (but is not obliged to) transfer all or part of the Margin held by Binance for you in respect of any Futures Account to any other Binance Account or to utilize such Margin for any purposes as required by you with respect to any other Services offered by Binance outside of the Futures Trading Services.

4.7. Binance may establish Margin Requirements in respect of Transactions and such Margin Requirements will be set out in the Futures Trading Rules. Binance may, in its sole and absolute discretion, with or without notice to you, vary the Margin Requirements for any Futures Account and/or type of Transaction at any time and by any level, and may also stipulate that such Margin Requirements shall apply to existing positions as well as new positions in the Transactions affected by such change. Any written notice (which shall include email or electronic notification on or through the Platform) from Binance stating that any such circumstance has arisen shall be deemed to be a conclusive determination of that event. You acknowledge that Binance may, in certain market conditions, effect an immediate change in Margin Requirements and/or require additional Margin to be deposited immediately or within a specified period of time which may be less than 24 hours, and you waive any right to object on the grounds that such requirement is unreasonable. No previous Margin Requirements shall set a precedent or bind Binance.

4.8. If at any time Binance determines that additional Margin is required with respect to a Transaction or group of Transactions, you shall deposit with Binance such additional Margin immediately upon demand, provided that, notwithstanding any such demand for additional Margin, Binance may at any time exercise its rights under Clause 8 of this Agreement should your Margin Balance fall below the applicable Maintenance Margin. In making such determination in respect of the Margin provided for any Futures Account, Binance shall not be required to take into consideration Margin held by Binance for you in respect of any other Binance Account.

4.9. You acknowledge that Margin may be held and used to secure the performance of your obligations as well as for such other purposes as the Applicable Laws may permit or stipulate for the relevant Transactions.

4.10. All Margin shall be held by Binance, notwithstanding any provision or instructions to the contrary, as continuing security and shall be subject to a general lien and right of set off in favor of Binance for any and all of your obligations, liabilities or monies whatsoever at any time now or hereafter owing, due, incurred or payable by you to Binance under this Agreement or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety, and Binance may realize any of your Margin as provided for in this Agreement.

4.11. No interest shall be paid on any type of Margin deposited by you with Binance and you acknowledge and agree that interest earned on the Margin deposited under this Agreement may be retained by Binance for its own account and benefit. Binance shall at no time be required to deliver to you the identical property delivered or otherwise transferred to Binance as Margin for the Futures Account but only property of substantially the same kind and amount, subject to adjustments for quantity and quality variations at the market price prevailing at the time of such delivery. You acknowledge and agree that when Binance uses the Margin for any purpose as set out in this Agreement, the Margin does not belong to you and does not constitute a loan or constructive trust in favor of you and such Margin will no longer be your property.

4.12. You shall at your own cost and at Binance’s request, execute and do all such deeds, acts and things (including without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents) as Binance may require for the purposes of this Agreement, including but not limited to perfecting Binance’s rights to the Margin provided by you.

4.13. Subject to Applicable Law, Binance may deposit in Binance’s general account or any other account, any of your Margin and may commingle your Margin with the Digital Assets, currencies and properties of Binance or other clients of the Futures Trading Services.

4.14. All Margin shall be held subject to Binance’s general rights under Applicable Law.

5.1. Without prejudice to the generality of this Clause 5 of this Agreement, unless otherwise directed by Binance:

(a) You agree to deposit the required Initial Margin to your Futures Account before entering into any Transaction. If you do not allocate the prescribed Initial Margin to your Futures Account, then you will not be permitted to enter into a Transaction. The Initial Margin required for a particular Transaction will be determined by reference to the notional value of the relevant position and the applicable leverage;

(b) You agree to maintain sufficient Maintenance Margin at all times for outstanding Transactions. If the Margin Balance of your Futures Account falls below the required Maintenance Margin, you agree to transfer additional Margin to Binance whether or not a Margin Call has been made by Binance to restore to the required Maintenance Margin for the outstanding Transactions. The Initial Margin and Maintenance Margin requirements are set out on the Platform and at the following webpage: Leverage & Margin of Futures Contracts. Binance may amend the maximum leverage, Initial Margin and/or Maintenance Margin requirements with respect to Transactions from time to time in its sole discretion. A higher Initial Margin may be payable in certain circumstances and Maintenance Margin may increase in the event of adverse market movements in order to keep a position open;

(c) You acknowledge that Binance calculates the profit and loss of your open positions in Futures based on a proprietary model and that Binance has the sole discretion to choose and amend the specification of the such proprietary model in order to reflect Binance’s view of the fair market price of the Futures at the relevant time;

(d) You acknowledge that if with respect to open positions maintained in Futures, the Margin Balance of your Futures Account falls below the applicable Liquidation Level such that the Mark Price of the relevant Futures is equal to [or greater] than the Liquidation Price, Binance may and shall be fully entitled (but shall not be obliged) to sell or dispose of any or all Margin in your Futures Account in order to satisfy the Margin Requirements prescribed by Binance with respect to such Futures, whether or not a Margin Call has been made (“Liquidation”), and Binance is not required to provide notice before commencing Liquidation;

(e) You acknowledge and agree that it is your sole responsibility to monitor the Margin Balance of your Futures Account and applicable Margin Requirements (including the Initial Margin, Maintenance Margin, the Mark Price and the Liquidation Price) of your Futures Account from time to time. All open positions of the Futures Account shall be marked-to-market daily, or at more frequent intervals as Binance may determine in its sole discretion. To avoid spikes and unnecessary Liquidations during periods of high volatility, Binance uses Last Price and Mark Price to determine the mark to market value of open positions. Last Price is used for calculating your Realized P/L whereas Mark Price is used to determine Unrealised P/L and the Liquidation Price;

(f) Any Margin Call made by Binance must be met by you by transferring additional Margin from your Binance Account(s) to your Futures Account.

5.2. As Digital Asset markets are open 24 hours a day, 7 days a week, Margin Calls and Liquidations may occur at any time, including outside of normal business hours. You further agree and acknowledge that the prices of Digital Assets are volatile and thus may decline speedily in value.

5.3. Binance shall be entitled, but shall have no obligation, to make Margin Calls to you in respect of your Transactions. If a Margin Call is made, it will be made through the Platform, by email or other electronic means. You are responsible for monitoring your Futures Account and for maintaining sufficient Margin at all times to satisfy applicable Margin Requirements, especially during volatile periods, regardless of whether or not a Margin Call has been made. Any failure to satisfy a Margin Call or any failure to otherwise maintain sufficient Margin in your Futures Account may lead to your positions being subject to Liquidation and/or Binance exercising its rights as set out in Clause 8 of this Agreement. Binance shall have no liability to you or any third party in connection with any failure of Binance to make a Margin Call or any delay in the receipt by you of any Margin Call.

5.4. Failure of Binance to exercise any or all of its rights under this Clause 5 shall not constitute a waiver of its rights to do so at any time thereafter, nor shall Binance be subject to any liability to you for its acts or its failure to so act.

6.1. The Cross Collateral Services are an optional service provided by Binance to you which allows you to use Digital Assets held in your Binance Account as collateral in order to borrow Tether (USDT) or such other Digital Assets that Binance may from time to time prescribe in its sole discretion, in order satisfy Margin Requirements on Transactions (thereby facilitating your participation in Futures trading). Notwithstanding the representations, warranties, agreements and undertakings at Clause 10 of this Agreement, which shall apply to your access and use of the Cross Collateral Services, by accessing and using the Cross Collateral Services, you acknowledge and agree that you fully understand the risks associated with the Cross Collateral Services and that you shall access and use the Cross Collateral Services at your own risk. This Clause 6 shall apply to your access and use of the Cross Collateral Services.

6.2 The provisions applying to Margin in Clauses 4 and 5 of this Agreement shall apply equally with respect to any Collateral required in connection with the provision of the Cross Collateral Services, as relevant, where, in the context of the Cross Collateral Services, references to “Margin” in such clauses shall be replaced with references to “Collateral” and references to “Margin Requirement” shall be replaced with references to the “Required LTV Ratio”.

6.3. Subject to the terms of this Agreement and the provision of sufficient Collateral by you to Binance, Binance may agree to provide to you, and you may obtain from and return to Binance from time to time, Digital Assets in the form as prescribed by Binance from to time to time, in order to facilitate you in meeting your Margin Requirements with respect to Transactions (each such provision of Digital Assets, a “Cross Collateral Loan”). No Cross Collateral Loan shall occur unless you meet or exceed any minimum Collateral requirements imposed by Binance (if any) with respect to your Futures Account.

6.4. Cross Collateral Loans shall be repayable on demand by Binance and Binance shall have the right at any time without prior notice to you to reduce, cancel or vary and from time to time review a Cross Collateral Loan and nothing in this Agreement shall be deemed to impose on Binance any obligation at law or in equity to make or continue to make available to you a Cross Collateral Loan.

6.5. If granted, a Cross Collateral Loan shall only be used by you for facilitating the provision of Margin with respect to Transactions, provided always that you shall satisfy the Required LTV Ratio as prescribed by Binance from time to time in the applicable Futures Trading Rules.

6.6. You agree to maintain in your Futures Account, at all times during the term of the Cross Collateral Loan, a specified minimum amount of Digital Assets approved by Binance to qualify as Collateral for the purpose of satisfying the Required LTV Ratio, as prescribed by Binance from time to time.

6.7. If at any time your Futures Account does not contain the amount of Collateral required to meet the Required LTV Ratio , you agree to transfer additional Collateral to your Futures Account whether or not a Margin Call has been made by Binance to satisfy such Required LTV Ratio.

6.8. You acknowledge that if the LTV Ratio falls below the Liquidation Level, Binance may and shall be fully entitled (but shall not be obliged) to sell or dispose of any or all Collateral in the applicable Futures Account(s) in order to satisfy the Required LTV Ratio prescribed by Binance, whether or not a Margin Call has been made (a “Cross Collateral Liquidation”), and Binance is not required to provide notice before commencing a Cross Collateral Liquidation.

6.9. You give Binance the authority and discretion to sell or dispose of any or all Collateral in any manner as stated in Clause 6.8 above.

6.10. You further acknowledge and agree that: (i) you shall be liable for all commission and transaction costs relating to the Cross Collateral Liquidation, (ii) you shall be liable for any Losses incurred by Binance resulting from the Cross Collateral Liquidation, and (iii) Binance shall not be liable for any Losses resulting from the Cross Collateral Liquidation, should Binance exercise any or all of its rights under this Clause 6.

6.11. Failure of Binance to exercise any or all of its rights under this Clause 6 shall not constitute a waiver of its rights to do so at any time thereafter, nor shall Binance be subject to any liability to you for its acts or its failure to so act.

6.12. You acknowledge and agree that it is your sole responsibility to monitor the Required LTV Ratio applicable to your Futures Account from time to time. All open positions of your Futures Accounts shall be marked-to-market daily, or at more frequent intervals as Binance may determine in its sole and absolute discretion.

6.13. You acknowledge and agree that if the sale or disposal of the Collateral as stated in Clause 6.8 is insufficient to repay any Cross Collateral Loan and any accrued interest thereon, you shall be liable for any shortfall of Digital Assets owed by you to Binance.

6.14. You shall repay any Cross Collateral Loan by converting some or all of the Digital Assets in your Futures Account to such form of Digital Assets as prescribed by Binance from time to time. To the extent permitted under Applicable Laws, Binance may, in its sole and absolute discretion, have recourse to the Digital Assets held in or for the benefit of your Futures Account first to the payment of any interest then due, then to for the purposes of satisfying any outstanding fees, commissions, charges or other expenses then due by you to Binance in connection with the Futures Trading Services, and then towards the satisfaction of any amount outstanding on the Cross Collateral Loans. You shall only be entitled to any remaining Digital Assets credited to your Futures Account after amounts owed to Binance have been fully satisfied.

6.15. You acknowledge and agree that the longer the term of the Cross Collateral Loan, the higher the accrued interests and related fees, commission and/or charges that Binance may charge to you in respect of such Cross Collateral Loan.

7.1. You shall promptly pay all of Binance’s fees, interest, commissions and/or other charges at such rates and in such manner as Binance may impose and stipulate from time to time with respect to the execution and/or performance of any Transaction or otherwise for the maintenance of your Futures Account or the provision of any service or Cross Collateral Loan to you or in connection with your Futures Account.

7.2. Binance reserves the right from time to time in its sole and absolute discretion and by notice to you to vary the rates of fees, interest, commissions and charges or impose other fees, interest, commissions and charges. Fees, interest, commissions and other charges may be quoted on request, posted on the Platform or individually notified via email or other modes of communication as Binance in its sole and absolute discretion may deem fit. It is your responsibility to ensure that you are aware of current applicable fees, interest, commission, charges and rates.

7.3. You shall make payment to Binance of any outstanding amount owed to Binance (including without limitation any outstanding fees, interest, commissions and charges) when due or otherwise upon demand by Binance.

7.4. All commissions, interest, fees, charges or other amounts owed from you to Binance may be settled by Binance at its sole and absolute discretion on the day they fall due by debiting your Binance Account (including your Futures Account) with the relevant amount payable by you. In the event that there are insufficient Digital Assets in your Binance Account (including your Futures Account), you acknowledge that any amount due and payable from you under this Clause is a debt immediately due and owing by you to Binance.

7.5. Applicable trading fees may vary between different clients, products and Transactions and will depend on certain factors, such as trading volumes. Trading fee discounts may be available from time to time, subject to the satisfaction of certain criteria. All trading fees shall be applied at both the entry into and the close-out of a Transaction, unless otherwise notified. Further information as to trading fees is accessible via the following webpage, as updated from time to time: Futures Trading fee

7.6. If you enter into a Perpetual Futures Contracts through the Platform, then, currently every 8 hours (currently at 00:00 UTC; 08:00 UTC and 16:00 UTC (the “Funding Times”), you will either be required to pay or will be entitled to receive a Funding Fee. As Perpetual Futures Contracts do not have a set expiry date and do not settle in the traditional sense, Funding Fees ensure that the price of the contract correlates with the prevailing spot price of the underlying instrument. In extreme market conditions, high Funding Fees can mean that it is costly to maintain a long-term position in the market. You will only be required to make, or entitled to receive, Funding Fees in respect of open positions you hold in Perpetual Futures Contracts as at the Funding Times. If you do not have an open position at a Funding Time, you will not be liable for, or otherwise entitled to receive, any Funding Fees with respect to such Funding Time. Moreover, if you close your open positions prior to a Funding Time, you will not pay or receive any Funding Fees in relation to those positions. There is a 15-second deviation in the actual Funding Times. For example, when a trader opens a position at 08:00:05 UTC, the Funding Fee may still apply to that position. For information as to current Funding Fees for both USDS-M Perpetual Futures Contracts and Coin-M Perpetual Futures Contracts, please refer to the following webpage: Crypto Futures Real-Time Funding Rate. Binance reserves the right to amend applicable Funding Fees including applicable Funding Times from time to time in its discretion.

7.7. Subject to Clause 7.8, interest charged on any Cross Collateral Loan shall be at the interest rates prescribed in the Futures Trading Rules from time to time (in particular the cross collateral interest rate indicated at https://www.binance.com/en/fee/FuturesLoanRate (“Interest Rates”). If at any time and for any reason whatsoever, the Interest Rates under this Agreement exceed the maximum rate of interest permitted to be charged by Binance to you under Applicable Laws, you and Binance agree that such Interest Rates will be reduced automatically to the maximum rate of interest permitted to be charged under Applicable Law.

7.8. Without prejudice to Clause 7.7 above, Binance shall be entitled at its sole and absolute discretion to charge interest on any amount due to Binance from you (including any Cross Collateral Loans) at such rate and calculated and/or compounded in such manner as Binance may impose and determine from time to time and to debit any Binance Account (including any Futures Account) in respect of the interest due.

7.9. All amounts owed to Binance shall be settled in such Digital Assets as solely determined by Binance from time to time and shall be free of deduction or withholdings (if applicable). If you are required to effect such deductions or withholdings, then the amount due to Binance shall be increased by such amount as shall result in Binance receiving an amount equal to the amount Binance should have received in the absence of such deduction or withholding.

7.10. Any applicable taxes, duties, disbursements, costs and/or other expenses incurred by Binance in connection with providing the Futures Trading Services to you or otherwise in connection with your Futures Account shall be fully reimbursed by you.

7.11. If for any reason Binance cannot effect payment or repayment to you in a particular Digital Asset in which payment or repayment is due, Binance may affect payment or repayment in an equivalent amount of any other Digital Assets selected by Binance based on a rate of exchange solely determined by Binance, acting reasonably, in respect thereof at the relevant time.

7.12. All interest, fees, commissions and other charges of Binance are exclusive of any goods and services tax or any other applicable sales tax which shall be borne and separately charged to you.

7.13. Without prejudice to any right of set-off under the Terms of Use or Applicable Law, you acknowledge and agree that Binance may set off all amounts of whatever nature, denominated in whatever Digital Asset or currency or otherwise and wherever arising which are due from you (or, where appropriate, from the relevant entity for whom you are acting) or to you (or, where appropriate, to the relevant entity for whom you are acting) in respect of the Futures Trading Services and/or any other Binance Services provided to you through the Platform or otherwise. You acknowledge and agree that you (or, where appropriate, the entity for whom you are acting) will not be entitled to exercise any right of set-off or counterclaim against amounts due to Binance.

8.1. A “Default” shall be deemed to occur if:

(a) your Margin Balance or LTV Ratio with respect to your Futures Account falls below the applicable Margin Requirement/ Required LTV Ratio (as applicable) as respectively prescribed by Binance in the applicable Futures Trading Rules;

(b) any representation, warranty, agreement or undertaking made by you to Binance, whether under or in connection with this Agreement (including without limitation Clause 10 of this Agreement, the Futures Trading Rules, the Terms of Use or otherwise) or any other material statement made by you in or in connection with the same is untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform Binance of the true position as soon as reasonably practicable;

(c) you have failed to comply with or perform any of your obligations hereunder or in respect of your Futures Account, any Transaction or any Cross Collateral Loan or under the Futures Trading Rules or the Terms of Use (including without limitation your failure to make, when due, any payment or delivery required to be made by you under this Agreement, the Terms of Use or otherwise in respect of your Futures Account, any Transaction or any Cross Collateral Loan);

(d) you fail to promptly provide Binance with any documentation requested for the purposes of “know your customer” checks, including, without limitation, documentation required for the purposes of verifying your identity, place of address, legal authority/capacity and client classification status and/or you fail to provide any information and/or documents requested by Binance for the purposes of credit checks, anti money laundering requirements or any other internal assessments conducted by Binance;

(e) (in the event that you are an individual), you become deceased, bankrupt or commence action (or have any action commenced against you) to place you into bankruptcy or personal insolvency or you are otherwise unable to pay your debts as and when they fall due;

(f) (in the event that you are acting on behalf of a partnership) any of the partners thereof shall become deceased, bankrupt or commence action (or have any action commenced against them) to place them into bankruptcy or personal insolvency or are otherwise unable to pay their debts as and when they fall due or if any action is commenced to dissolve the partnership;

(g) (in the event that you are acting on behalf of a corporation) the corporation shall be unable to pay its debts as and when they fall due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;

(h) any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached Applicable Laws or steps are taken by any person to enforce any security interest against you;

(i) you convene a meeting of your creditors or propose or make any compromise or arrangement with or any assignment for the benefit of your creditors;

(j) Binance has reasonable concerns in relation to your creditworthiness, financial status or verification of your identity;

(k) Binance determines in its sole and absolute discretion that you have acted in an abusive manner to any representative of Binance;

(l) unless alternative arrangements have been made between you and Binance with reference to a specific absence by you, at any time Binance is not able to contact you within 24 hours using reasonable means and contact points known to Binance;

(m) Binance forms the view, in good faith, that it should take action in order to preserve its rights or interests under any Binance Account or Futures Account or under its relationship with you;

(n) Binance reasonably believes that any of the circumstances set out under Clauses 8.1(a) to 8.1(m) above are likely to happen and Binance also reasonably believes that any action described in Clause 8.2 below is necessary, desirable or expedient to protect its interests or the interests of Binance’s other clients; or

(o) a credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you, that in the good faith and commercially reasonable business judgment of Binance could reasonably result in reputational harm to Binance, or compromise the integrity of the markets maintained by Binance.

8.2. Without prejudice to any other right of Binance hereunder or otherwise at law, in the event of Default, Binance may (but is not obliged to) immediately or any time thereafter whilst the Default is continuing, do any one or more of the following without prior notice:

(a) suspend (indefinitely or otherwise) cancel or terminate any Binance Account, Futures Account, any services provided to you and/or Binance’s broader relationship with you or prohibit you from opening any Binance Account and/or Futures Account and/or accelerate any and all of your liabilities to Binance (including any and all of your Cross Collateral Loans, fees, interests, commission, and charges owed by you to Binance) so that they shall become immediately due and payable;

(b) liquidate, accelerate, and/or close out any outstanding Transaction and/or Cross Collateral Loan (including any Transaction or Cross Collateral Loan which has yet to be settled on the date on which Binance terminates such Transaction or Cross Collateral Loan) by determining its value in good faith and in its absolute discretion as of the date of such liquidation, acceleration or close-out as soon as practicable thereafter;

(c) at such times and manner as Binance may reasonably determine based on, but not limited to, market conditions and portfolio health, sell or otherwise transfer any Digital Assets or other property which Binance may hold for you or which has been transferred to Binance by you and apply the proceeds to the discharge of your obligations, subject to Binance’s rights to set-off and net amounts owed as between you and Binance as set out under Clause 7.13 of this Agreement or otherwise under the Terms of Use or Applicable Laws;

(d) vary the applicable Margin Requirement and/or Required LTV Ratio or liquidate or exercise its power to sell the Margin or Collateral or part thereof at a price which Binance deems appropriate in the circumstances;

(e) apply any amounts of whatsoever nature standing to your credit against any amounts which you owe Binance (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise Binance’s rights of netting and set-off as set out under Clause 7.13 of this Agreement or otherwise under the Terms of Use or Applicable Laws;

(f) demand any shortfall after the application of Clause 8.2(e) above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by Binance;

(g) do or omit to do anything which Binance reasonably believes to be necessary, desirable or expedient to protect Binance or its other clients; and/or

(h) exercise such other authority and powers that may have been conferred upon Binance by this Agreement, the Futures Trading Rules and/or the Terms of Use.

8.3. To the extent permitted under Applicable Law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in your Futures Account including, but not limited to, legal counsel’s fees incurred and payable or paid by Binance, and shall be responsible for any other reasonable costs and expenses incurred by Binance in exercising any of its rights under this Clause 8 pursuant to any Default.

9.1. If requested by you through functionality available on the Platform, Binance may make statements and/or Confirmations with respect to your Futures Account and/or any Transactions entered into by you or on your behalf available to you through the Platform. Binance shall however be under no obligation to provide any such statements and/or Confirmations and it is your responsibility at all times to monitor, through the Platform, the Margin Balance of, and any Transactions entered into against, your Futures Account. If Binance does provide any such statement and/or Confirmation to you following your request, it is your responsibility to verify all such statements and/or Confirmations provided, and any other information made available on the Platform with respect to your Futures Account (such information, together with any such statements/Confirmations, the “Futures Account Information'') as against your own records. If no objection is raised by you within 7 days of the date of the relevant Futures Account Information (or such other time period set out in the Futures Account Information), and in the absence of Manifest Error or clear evidence to the contrary, such Futures Account Information shall be deemed conclusive and binding as against you, and you shall not be entitled to object thereto. Any and all objections by you shall not be valid unless accompanied by supporting evidence. Notwithstanding the foregoing, Binance may at any time in its sole discretion chose to rectify any error in any Futures Account Information which has been proved to its satisfaction to be incorrect, but is not obliged to do so, and may demand immediate repayment from you of any Digital Assets erroneously transferred to you as a result of any such error. Binance does not make any representations or warranties regarding the availability, accessibility, accuracy, currency or completeness of any information contained in any Futures Account Information provided by Binance or otherwise presented on the Platform.

9.2. You shall immediately notify Binance if any Futures Account Information is not received by you within the usual time frames provided in the ordinary course of business or your use of Binance’s services.

9.3. Subject to the provisions of this Clause 9, any Futures Account Information which does not accurately reflect the relevant Transaction entered into via the relevant Platform:

(a) does not affect the validity of the relevant Transaction; and

(b) where there is Manifest Error, does not entitle you to enforce whatever is inaccurately recorded in such Futures Account Information.

9.4. You hereby authorize Binance to to cancel or terminate 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 such Manifest Error.

9.5. 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 attention is drawn in particular to Clause 12 of this Agreement.

10.1. You represent, warrant, agree and undertake that:

(a) you have full capacity and authority and have obtained (and will maintain) and are in compliance with all necessary authorisations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to: (i) accept and agree to the terms of this Agreement, (ii) receive the Futures Trading Services, (iii) to enter into Transactions and, where applicable, Cross Collateral Loans, (iv) to open, maintain and/or continue to maintain a Futures Account with Binance, (v) to transfer Margin and Collateral to Binance and (vi) to issue Orders to Binance in connection therewith;

(b) you have made your own independent decisions to accept the terms of this Agreement, open and maintain a Futures Account(s), to receive the Futures Trading Services and to enter into Transactions and/or Cross Collateral Loans from time to time and as to whether the Futures Trading Services, Transactions and/or Cross Collateral Loans are suitable or appropriate for you or the entity for whom you are acting based on your own judgment and advice from advisers as you deem necessary. You are not relying on any communication (whether written or oral) from Binance as investment advice or as a recommendation to enter into any transaction or as an assurance or guarantee of any expected results of a transaction;

(c) you have read and understood the Futures Trading Rules and accept the conditions and limitations for each and every service available to you in connection with the Futures Trading Services. In particular, you understand that the level of services available to you will vary depending on whether you are transacting or intend to transact on the basis of “cross margin mode” or “isolated margin mode”;

(d) you are not an employee of any governmental or self-regulatory organization in any jurisdiction, including any exchange or a member firm thereof, or engaged in the business of dealing (either as agent or principal), that prohibits you from establishing a relationship with Binance, in dealing in any of the Digital lAssets traded in connection with your Futures Account, and you shall promptly notify Binance if you become so employed;

(e) you do not reside in the prohibited countries and territories as per set out in Terms of Use, or any other jurisdictions which residents Binance deems from time to time to be prohibited from using the services provided under this Agreement;

(f) unless you specifically notify Binance and Binance agrees, no person other than you has an interest in yourFutures Account;

(g) 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 your Futures Account and/or any Digital Asset held in your Futures Account;

(h) any Order placed or any other dealings with respect to your Futures Account is solely and exclusively based on your own judgment and after your own independent appraisal and investigation into the risk associated with such Orders and your own independent determination of the Order being specifically suitable for you based on your own assessment of your financial resources, ability and willingness to take relevant risks and financial objectives;

(i) Binance shall not be under any duty or obligation to inquire into the purpose or propriety of any Order and shall be under no obligation to accept or execute any Order;

(j) any person(s) empowered to act on your behalf have been duly authorized;

(k) you have complied and shall comply with all Applicable Laws in all jurisdictions relevant to your Futures Account, any Transaction, Cross Collateral Loan or other service or facility provided or made available by Binance to you;

(l) all information and/or documents provided by you or on your behalf to Binance in connection with the services contemplated 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 violations of any Applicable Laws (or arrangements, provisions or directions made or given thereunder), or otherwise act in a manner substantially detrimental to the interests or welfare of Binance or any of its other users.

10.2. The above representations, warranties, agreement and undertakings shall be deemed repeated whenever you give Orders to Binance, enter into any Transactions or Cross Collateral Loan or establish a Futures Account with Binance.

11.1. In addition and without prejudice to any other right or remedy of Binance under Applicable Laws, the Terms of Use or otherwise (but without duplication), 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 provision of this Agreement or Applicable Laws;

(b) Binance acting in accordance with your Orders or in any manner permitted under this Agreement and/or the Terms of Use;

(c) any changes in any Applicable Laws that impact the provision of the Futures Trading Services to you (or use thereof); and/or

(d) any act or thing done or caused to be done by Binance in connection with or referable to this Agreement, the Terms of Use or your Futures Account.

11.2. 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, judgment, 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 11.1(a) to 11.1(d) above. You shall provide any and all reasonable assistance to Binance in connection with such investigations or proceedings.

12.1. Futures trading is not suitable for everyone. You should examine your investment objectives, financial resources and risk tolerance to determine whether borrowing against your assets held with Binance is appropriate for you. You acknowledge that futures trading with respect to Digital Assets is a highly speculative activity involving highly leveraged and rapidly fluctuating markets. You further understand and accept the significant risks associated with the use of Margin, Collateral and leverage and have determined that the use of Margin, Collateral and/or leverage is consistent with your investment objectives. Despite such risks, you acknowledge, understand and agree that you are willing and able to assume the financial risks and other hazards of futures trading with respect to Digital Assets and agree that you will in no manner hold Binance responsible for Losses incurred by you under or in connection with this Agreement, the Futures Trading Rules, the Terms of Use or otherwise. You acknowledge that trading in Futures involves the potential for profit as well as the risk of losing substantially more than your initial deposit. You do not own or have any rights to the underlying instruments – which includes Digital Assets and any rewards or yields generated from them.

12.2. In addition and without prejudice to any other right or remedy which Binance may have under this Agreement, the Futures Trading Rules, the Terms of Use, Applicable Laws or otherwise, so long as Binance acts in good faith, it shall not be liable to you in any respect for any Loss suffered by you, including, without limitation, any Loss resulting from default, insolvency or analogous proceedings of, or action or inaction by any intermediary (including wrongful or unlawful action or inaction) or howsoever otherwise suffered and/or incurred by you under or in connection with this Agreement, the Futures Trading Rules and/or the Terms of Use. Binance shall only be liable to you if Binance is proven to have been fraudulent or to have acted in wilful default.

12.3. 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.

13.1. Your relationship with Binance, the operation of your Futures Account, the provision of the Futures Trading Services 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.

14.1. For the purpose of the Futures Trading Services, Binance may offer or make available for your access and use the Platform. Accordingly, Binance grants you a revocable, non-exclusive, non-transferable right to access and use the Platform for the purposes of receiving the Futures Trading Services in accordance with this Agreement. Binance may limit, revoke or vary such license and/or change, suspend, terminate, restrict or discontinue the Platform (or any part of thereof) or any services, information, features or functions accessible by means of the Platform or your access to the Platform for any reason at any time without notice or liability.

14.2. You acknowledge and agree that access and use of the Platform 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 Platform and does not represent or warrant that the Platform 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 Platform whatsoever and howsoever arising or caused other than by fraud or wilful default of Binance.

14.3. 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 Platform 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 Platform.

14.4. Binance disclaims and excludes unless expressly prohibited by Applicable Laws, all terms and conditions and warranties implied by statute or common law in relation to the Platform including, but not limited to, merchantability, satisfactory quality, suitability or fitness for any particular purpose. Technical difficulties may be encountered in connection with the Platform. 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 Platform, even if Binance had been advised of the possibility of the same arising or that the same were reasonably foreseeable.

14.5. You acknowledge that the Platform consists of certain trading systems, platforms and/or related software and technology (the “Trading Systems”) which 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.

14.6. You acknowledge that 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 the Futures Trading Services and any Order placed or Transaction made by you with Binance. Such technology and electronic services may include, but are not limited to, trading technology, web applications, application programme interfaces, software, software code, programmes, protocols and displays (collectively, the “Technology”) for trading, analyzing trades and markets, constructing automated trading systems and/or to assist or facilitate the provision, availability or connectivity of Platform 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 Platform 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.

14.7. 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 agree 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.

14.8. 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 subcontractors 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 Platform 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 Platform.

14.9. 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.

14.10. Use of the Platform may require compatible hardware 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). The performance of the Platform may be affected by the performance of these factors. It is not recommended to access the the Platform for the purposes of Futures trading 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 Futures Accounts that may be created from a device and the number of devices associated with a Futures Account.

15.1. The provisions of clause X (Resolving Disputes: Forum, Arbitration, Class Action Waiver) of the Terms of Use, relating to resolving complaints and disputes, shall apply mutatis mutandis as if set out in this Agreement.

15.2. This Agreement may, at Binance’s sole and absolute discretion, be translated into a language other than the English language. You agree that any such translation shall only be for your convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.

15.3. Binance reserves the right to alter, revise, modify, and/or amend this Agreement at any time in its discretion. Any such amendments will take effect immediately upon being published on the Platform. It is your responsibility to regularly check relevant pages on the Platform to confirm the latest version of this Agreement. Your continued access and use of the Platform and the Futures Trading Services following any amendments to this Agreement shall indicate your acceptance of such amendments. If you do not agree to any such amendments, you should terminate your usage of Futures Trading Services and cancel your Futures Account.