Last Updated: 8 December 2023
1. Acceptance of these Terms
1.1. By using the Margin Services you acknowledge that you have read, understood and accepted all of the terms and conditions in these Margin Service Terms, and you acknowledge and agree that you will be bound by and will comply with these Margin Service Terms. If you do not understand and accept these Margin Service Terms in their entirety, you should not use the Margin Services.
2. Scope of these Terms and changes
2.1. These terms specifically govern your access and use of the margin trading features made available by Binance through the Binance Service (“Margin Service Terms”).
2.2. These Margin Service Terms are supplemental to the Binance Terms of Use (the “Terms”) and the provisions set out in the Terms shall continue to apply. These Margin Service Terms constitute Product Terms. References in the Terms to the Binance Services shall include references to the Margin Services contemplated hereunder. In the event of any conflict or inconsistency between these Margin Service Terms and the Terms, these Margin Service Terms shall prevail with respect to the services contemplated hereunder, unless expressly stated otherwise.
2.3. The Margin Data Page and the Isolated Margin Tier Data Page (each as defined below and as amended from time to time) shall be incorporated into and form part of these Margin Service Terms. In the event of any conflict or inconsistency between these Margin Service Terms and the Margin Data Page or the Isolated Margin Tier Data Page, these Margin Service Terms shall prevail.
2.4. Binance may make changes to these Margin Service Terms (or any terms or information incorporated by reference) at any time by updating these Margin Service Terms on our website and your continued use of the Margin Services and acceptance of these Margin Service Terms constitutes your express consent to any such changes.
3. Eligibility
3.1. In order to access and use the Margin Services, you must satisfy the eligibility criteria set forth in the Terms of Use and/or on the Binance Trading Platform from time to time.
3.2. We may change our eligibility criteria relating to the use of Margin Services at any time, including by introducing additional requirements.
3.3. If you no longer meet our eligibility criteria for Margin Services at any time after you have accessed or used the Margin Services (including because of a change to your circumstances or to our eligibility criteria), we may suspend or terminate your ability to access and use the Margin Services.
3.4. You hereby represent and warrant to Binance that you will notify us of any change in your circumstances which may affect your ability to meet the eligibility criteria.
4. Risk Disclosures relating to Margin Services
4.1. Margin Trading is high-risk and carries additional risk compared to engaging in Transactions that are not subject to any leverage or borrowing. The value of your investment can go down or up and you may not get back the amount invested. You are solely responsible for your investment decisions and Binance is not liable for any trading losses that might arise from your use of the Margin Services. Margin Trading amplifies the effect of market movements and may therefore result in you incurring increased losses. All of your Margin may be liquidated in the event of adverse price movement. Access to, and use of, the Margin Services may involve additional risks, including, but not limited to those described in the Risk Warning (together with the risks identified in this clause 4.1, the “Margin Service Risks”).
4.2. By accepting these Margin Service Terms and accessing and/or using the Margin Services, you acknowledge, accept and assume the Margin Service Risks. You undertake and agree not to engage in Transactions where your potential exposure to losses is beyond your financial means.
5. Margin Services
5.1. You hereby represent and warrant to us on an ongoing basis that: (a) you are authorised and/or permitted to use the Margin Services; (b) these Margin Service Terms constitute legal, valid and binding obligations enforceable against you in accordance with their terms; and (c) your use of the Margin Services and Binance’s provision of such services to you is not unlawful under the laws of any jurisdiction to which you are subject. You agree to advise us immediately should there be any change in law or other circumstances that could make this representation and warranty invalid or in any way in doubt. You hereby agree to indemnify Binance on demand against each loss, liability and cost incurred as a result of any claim or demand (including legal fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this representation and warranty or your obligation to advise us of changes in law or circumstances pursuant to this clause 5.1.
5.2. When you borrow a Digital Asset to engage in Margin Trading, you are entering into a Margin Loan as borrower where Binance is the lender. You agree and acknowledge that Binance shall have the right under these Margin Service Terms to enforce the terms of the Margin Loan against you.
5.3. We may suspend or discontinue the availability of the Margin Services in relation to any Digital Asset and/or in relation to users located in any jurisdiction, in whole or in part, at any time and for any reason and in such circumstances we may, without liability to you, reduce, cancel, close out or vary any Margin Loan or Margin Trade. If we do so, we shall provide notice to you except in circumstances where we may be required to discontinue the availability of the Margin Services in relation to a particular Digital Asset to comply with our understanding of Applicable Law in any jurisdiction, or to comply with an order or request from any competent regulatory, governmental or law enforcement authority, or as required by our internal policies, in which case such suspension or discontinuance may take effect immediately.
5.4. You shall be responsible, and you assume and shall bear all risk of loss, for all conduct relating to the Margin Services and Binance does not take any responsibility for any loss or damage incurred as a result of your access to and use of the Margin Services.
5.5. In order to use the Margin Services, you shall deposit and maintain in each Margin Account and/or otherwise provide Binance with Eligible Margin in such form and amounts, at such times and in respect of such Margin 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 any applicable margin requirements of any governmental body or self-regulatory organisation in any jurisdiction (including any exchange) which is required to be maintained by Binance and/or you.
5.6. A list of Eligible Margin will be prescribed by Binance and Digital Assets may only be valued as Margin on a discounted basis. Binance may at any time in its discretion add or remove Digital Assets from the list of Eligible Margin and/or reduce or increase the discount and/or Collateral Ratio applied to one or more Digital Assets, if any. Binance may (but shall not be obliged to) notify you of any changes to the list of Eligible Margin, discounts or Collateral Ratios applied in the valuation thereof prior to those changes taking effect. In addition, Binance may, in times of extreme market movements, without prior notice, restrict the transfer of any additional amounts of certain Eligible Margin to a Cross Margin Account.
5.7. The value of any Margin shall be determined by Binance in its sole and absolute discretion.
5.8. In respect of Isolated Margin Accounts, you acknowledge and agree that separate Margin shall be provided by you in respect of each Isolated Margin Account and that the Margin in respect of each Isolated Margin Account shall be treated as separate for the purposes of these Margin Service Terms.
5.9. Binance may establish margin requirements in respect of the Margin Services, including by setting the Margin Levels that are required to be maintained by you and/or the amount of Margin required to be maintained in your Margin Account (the “Margin Requirements”). Binance may, in its sole and absolute discretion, with or without notice to you, vary the Margin Requirements for any Margin Account at any time and by any amount, and may also stipulate that such Margin Requirements shall apply to existing positions as well as new positions. 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.
5.10. If Binance determines that additional Margin is required, 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 section 11 (Default, Termination and Liquidation). In making such determination in respect of the Margin provided for any Margin Account, Binance shall not be required to take into consideration Margin held by Binance in respect of any other Margin Account.
5.11. You acknowledge that Margin may be held and used by Binance to secure the performance of your obligations under these Margin Service Terms and the Terms. 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 right of set off in favour of Binance for any and all of your obligations, liabilities, monies or other amounts whatsoever at any time now or hereafter owing, due, incurred or payable by you to Binance under these Margin Service Terms, the Terms or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety (the “Secured Obligations”), and Binance may appropriate or realise any Margin as provided for in these Margin Service Terms or the Terms. In addition, you hereby charge to Binance, by way of first fixed charge, and assign to Binance, by way of security, all your rights to, and interests in, your Margin Accounts (including any sub-accounts) and any and all Digital Assets standing to the credit thereof as continuing security for the payment and discharge of the Secured Obligations. For the avoidance of doubt, notwithstanding any provision of the Terms, you shall have no right to submit any Instructions to request a withdrawal of any Digital Assets that constitute Margin.
5.12. 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 these Margin Service Terms, including but not limited to perfecting Binance’s rights to the Margin provided by you.
5.13. Subject to Applicable Law, Binance may deposit in Binance’s general account or any other account, any of your Margin and may commingle such Margin with the Digital Assets, currencies and properties of Binance or of some other persons. Any Margin and other Digital Assets held by Binance on your behalf and on behalf of other users shall be segregated from Binance’s own Digital Assets, currencies and property by way of separate ledger accounting entries. Subject to Binance’s rights under these Margin Service Terms and the Terms (including, without limitation, Binance’s rights pursuant to a Liquidation and/or the occurrence of a Default), Binance will not sell, transfer, loan, hypothecate, rehypothecate or pledge any Margin allocated to your Margin Accounts, unless instructed by you, authorised under these Margin Service Terms or the Terms, or compelled by a court of competent jurisdiction to do so.
5.14. You acknowledge and agree that no interest shall be paid on any Margin deposited by you with Binance and that Binance shall not have any liability for fluctuations in the fiat currency value of Margin allocated to your Margin Accounts. Binance shall at no time be required to deliver to you the identical property delivered or otherwise transferred to Binance as Margin, but only property of substantially the same kind and amount, subject to adjustments for quantity and quality variations. You acknowledge and agree that when Binance uses the Margin for any purpose as set out in these Margin Service Terms (including, without limitation, pursuant to a Liquidation and/or Binance’s rights in respect of a Default), such Margin will no longer be your property and shall not constitute a loan or constructive trust in your favour.
5.15. All Margin shall be held subject to Binance’s general rights in respect of your Digital Assets as set out in the Terms and as afforded by Applicable Law.
5.16. Subject to the Terms, and in its sole discretion, Binance may permit you to open sub-accounts for the purposes of the Margin Services. Each sub-account shall be treated as a separate Margin Account for the purposes of these Margin Service Terms. For the avoidance of doubt, the Margin Balance shall be calculated separately in respect of each sub-account. Any Limits shall apply to the aggregate of all sub-accounts.
6. Margin Loans and Margin Trading
6.1. Subject to these Margin Service Terms and the Terms, Binance may provide to you, and you may obtain from and return to Binance from time to time, Digital Assets (each such provision of Digital Assets, a “Margin Loan”) to enable you, through the margin trading features available on the Platform, to execute a spot Transaction using the borrowed Digital Assets (“Margin Trading”, and each such trade, a “Margin Trade”). The Digital Assets acquired in a Margin Trade shall be credited to the relevant Margin Account and shall constitute Margin in that Margin Account.
6.2. For the avoidance of doubt, Binance shall have full discretion in deciding whether to accept or decline a request for a Margin Loan. If granted, a Margin Loan shall only be used by you for Transactions on the Platform.
6.3. Binance shall have the right to reduce, cancel, close out or vary, and, from time to time, review a Margin Loan and nothing in these Margin Service Terms shall be deemed to impose on Binance any obligation at law or in equity to make or continue to make available to you a Margin Loan.
6.4. You acknowledge and agree that Binance may impose limits on the amount available to borrow under a Margin Loan, the size of any Margin Trade, the amount of any Digital Asset that may be held in or withdrawn from a Margin Account or on any other relevant parameters in connection with the Margin Services (the “Limits”). You further agree that Binance may, from time to time, alter the Limits with or without prior notice to you and that Binance shall, without liability to you, be entitled to reduce, cancel, close out or vary any Margin Loan or Margin Trade to bring it into compliance with any Limit.
6.5. Limits and Margin Requirements may vary for different users, depending, without limitation, on the composition of the Digital Assets in the relevant users’ Margin Account and their VIP level.
6.6. If Binance reasonably determines that you, and/or persons Binance reasonably believes to be acting in concert with you (the “Group”), have acquired or are acquiring a long or short position in a Digital Asset, or a number of related Digital Assets, of a size relative to the total amount of such Digital Asset(s) in circulation, that (a) gives you and/or the Group substantial power to influence the price of such Digital Asset(s), or (b) could put the interests of Binance and/or the interests of other users at risk (a “Market Concentration Event”) then, without prejudice to any of our other rights under these Margin Service Terms and the Terms, we may require you to (i) repay all or part of any Margin Loan, and/or (ii) substitute other Eligible Margin for the Digital Asset(s) to which the Market Concentration Event relates, if possible, and/or (iii) reduce your long or short position in the relevant Digital Asset(s) in your Margin Account in a manner that minimises any negative impact on the market and/or the interests of other users and/or Binance.
6.7. If Binance in its sole discretion determines that Margin in a Cross Margin Account is concentrated in Eligible Margin (a) that is subject to particular market risks and/or is not sufficiently liquid, or (b) where the lack of diversification itself poses additional risks, and Binance reasonably determines that such concentration may expose Binance and/or other users to excessive risks (a “Margin Concentration Event”) then, without prejudice to any of our other rights under these Margin Service Terms and the Terms, we may require you to (i) repay all or part of any Margin Loan, and/or (ii) diversify the Eligible Margin in your Cross Margin Account, either by adding additional Eligible Margin or by substituting Eligible Margin for the Digital Asset(s) to which the concentration risks in (a) and/or (b) above are related.
6.8. In respect of Cross Margin Account, subject to the laws of any jurisdiction to which you are subject, you must select a permitted level of leverage to apply to the relevant Cross Margin Account, thereby specifying the maximum initial leverage. By default, new Cross Margin Accounts are set to a permitted level of leverage under Applicable Laws, but you may elect to apply the maximum leverage permitted under the laws of any jurisdiction to what you are subject, once the Cross Margin Account has been opened.
7. Margin Requirements
7.1. You agree to maintain in the relevant Margin Account, at all times during the term of a Margin Loan, an amount of Eligible Margin sufficient to satisfy the Margin Requirements as specified by Binance from time to time.
7.2. If at any time your Margin Account does not contain the amount of Margin required to meet the Margin Requirements, as prescribed by Binance, you agree to transfer additional Eligible Margin to your Margin Account, whether or not a Margin Call has been made by Binance, to satisfy such Margin Requirements.
7.3. Without prejudice to any of Binance’s rights under these Margin Service Terms, the Terms or at law, and unless otherwise agreed by Binance, if the Margin Level in respect of a Cross Margin Account is:
7.3.1. greater than 1.3, you may enter into Margin Trades but you may not apply for further Margin Loans;
7.3.2. greater than 1.1 but below or equal to the Margin Call Level, we may, but are not obliged to, issue a Margin Call.
7.4. Without prejudice to any of Binance’s rights under these Margin Service Terms, the Terms or at law, and unless otherwise agreed by Binance, if the Collateral Value Ratio in respect of a Cross Margin Account is greater than 2, you may transfer Digital Assets out of the Cross Margin Account up to a maximum amount that will reduce the Collateral Value Ratio to 2.
7.5. Without prejudice to any of Binance’s rights under these Margin Service Terms, the Terms or at law, and unless otherwise agreed by Binance, if the Margin Level in respect of an Isolated Margin Account is:
7.5.1. greater than 2, you may enter into Margin Trades, apply for further Margin Loans and you may transfer Digital Assets out of the relevant Isolated Margin Account, subject to maintaining the Margin Level at or above 2;
7.5.2. greater than the Initial Risk Ratio but below or equal to 2, you may enter into Margin Trades and apply for further Margin Loans, but you may not transfer Digital Assets out of the relevant Isolated Margin Account;
7.5.3. greater than the Margin Call Ratio but below or equal to the Initial Risk Ratio, you may enter into Margin Trades, but you may not apply for further Margin Loans or transfer Digital Assets out of the relevant Isolated Margin Account;
7.5.4. greater than the Liquidation Risk Ratio but below or equal to the Margin Call Ratio or the User-specified Margin Call Ratio, as applicable, we may, but are not obliged to, issue a Margin Call.
7.6. Binance may limit or restrict transfers of Digital Assets out of a Margin Account or any other of your Binance Accounts in its sole discretion, in whole or in part, to protect its interests and the interests of other users.
7.7. You acknowledge and agree that, if (i) the Margin Level in respect of a Cross Margin Account is equal to or below 1.1 or, (ii) the Margin Level in respect of an Isolated Margin Account is equal to or below the Liquidation Risk Ratio, Binance may, and shall be fully entitled (but shall not be obliged) to conduct a Liquidation, whether or not a Margin Call has been made, and Binance is not required to provide notice to you before commencing such Liquidation.
7.8. You give Binance the authority and discretion to sell or otherwise transfer, take over or dispose of any or all Liquidated Assets in such manner as Binance, in its sole discretion, sees fit.
7.9. In respect of any Liquidation, you will be liable for a liquidation fee, calculated as a percentage of the value of the Liquidated Assets (the “Liquidation Fee”), as determined by Binance in its sole discretion. The rate at which the Liquidation Fee is charged (the “Liquidation Fee Rate”) is (i) 2% in respect of any Cross Margin Account, and (ii) in respect of any Isolated Margin Account, the result of the following formula calculation: (Liquidation Risk Ratio - 1) * 8%. You acknowledge and agree that Binance may change the Liquidation Fee Rate and the method by which such rate is determined at any time in its sole discretion.
7.10. You further acknowledge and agree that (i) you shall be liable for all trading fees and transaction costs relating to the Liquidation, (ii) you shall be liable for any losses resulting from the Liquidation, and (iii) Binance shall not be liable for any losses resulting from the Liquidation should Binance exercise any or all of its rights under these Margin Service Terms.
7.11. Failure of Binance to exercise any or all of its rights under this section 7 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.
7.12. You acknowledge and agree that it is your sole responsibility to monitor the Margin Requirements for your Margin Accounts. All open positions in your Margin Accounts shall be marked-to-market every minute, or at such other intervals as Binance may determine in its sole and absolute discretion.
7.13. You acknowledge and agree that Binance may (but shall not be obliged to) make Margin Calls on you in respect of any of your Margin Accounts orally or in writing or in such other manner as Binance may in its sole and absolute discretion deem appropriate. Without prejudice to the generality of the foregoing, you acknowledge and agree that Binance may contact you via telephone at any of the telephone numbers provided by you to Binance for the purposes of any Margin Calls.
7.14. Any Margin Call made by Binance must be met by you by transferring additional Margin to the relevant Margin Account.
7.15. Binance may permit you to specify on the Platform the Margin Level or User-specified Margin Call Ratio, as the case may be, at which a Margin Call may be issued. You acknowledge and agree that specifying any such levels on the Platform does not oblige Binance to issue a Margin Call at the specified, or any other, leverage level.
7.16. We may make available to you a feature on the Platform to enable an “auto top-up” function, which automatically transfers Eligible Margin from your spot account to the relevant Margin Account when the Margin Level in respect of that Margin Account falls below the Margin Call Level, Margin Call Ratio or User-specified Margin Call Ratio, as applicable. You acknowledge and agree that activating this feature on the Platform does not oblige Binance to issue a Margin Call and that there is no guarantee that a transfer of Eligible Margin will be made in time or be sufficient to avoid Liquidation.
7.17. You acknowledge and agree that if the proceeds of Liquidation are insufficient to repay your Cross Margin Total Liabilities and/or Isolated Margin Liabilities, you shall be liable for any shortfall and such amount shall be immediately due and payable from you to Binance.
7.18. You acknowledge and agree that, 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.
7.19. Without prejudice to clause 7.17 above, if the proceeds of Liquidation are insufficient to repay your Cross Margin Total Liabilities and/or Isolated Margin Liabilities, Binance may, in its sole discretion, decide to cover the shortfall due by you, in whole or in part, with funds from the Insurance Fund, in which case you shall be relieved of any further liability in respect of such portion of the shortfall that Binance has agreed to cover from the Insurance Fund. For the avoidance of doubt, you have no entitlement to receive the benefit of the Insurance Fund and Binance is not obliged to provide any reason for its decision whether to make such benefit available to you or not. Binance shall under no circumstances be liable for any decision whether to make the Insurance Fund available in a particular case or not.
8. Repayment of Margin Loans
8.1. You shall repay any Margin Loans plus Interest on demand by Binance. To the extent permitted under Applicable Law, Binance may, in its sole and absolute discretion, apply the proceeds from the sale of any Digital Assets in your Margin Account, first to the payment of any Interest then due, then to any outstanding fees, charges or other expenses then due to Binance, and then to the payment of any principal amount outstanding on the Margin Loans.
9. Interest, Fees and Charges
9.1. Simple interest shall accrue in respect of any Margin Loan on an hourly basis at the top of each hour (e.g. 13:00, 14:00 etc.), starting at the top of the hour preceding the time a Margin Loan is entered into (e.g. 14:00 for a Margin Loan entered into at 14:55) at the hourly interest rate specified from time to time on the Margin Data Page (the “Interest Rate”). Interest in respect of a Margin Loan shall be calculated hourly as follows:
“Interest” = the principal amount then outstanding under the Margin Loan * Interest Rate.
9.2. Notwithstanding the formula calculation above, Interest will be calculated for the first time immediately when the Margin Loan is advanced, such that a minimum of 1 hour’s interest shall be charged for each Margin Loan, even if such Margin Loan is not outstanding for a full hour. Subsequently, Interest is calculated at the top of each hour.
9.3. You shall promptly pay all of Binance’s fees, interest 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 any Margin Account or the provision of any service or Margin Loan to you or in connection with any Margin Account. Binance reserves the right from time to time in its sole and absolute discretion to vary the rates of fees, interest and charges or impose other fees and charges. Fees, interest and other charges may be quoted on Binance’s website or mobile application or individually notified via 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 rates, and charges.
9.4. You shall make payment to Binance promptly of any outstanding sum in respect of any Transaction or the Margin Services upon demand by Binance.
9.5. All fees, charges, Interest or sums payable from you to Binance may be settled by Binance at its sole and absolute discretion on the day they fall due by debiting your Margin Account or any other Binance Account with the relevant amount payable by you. In the event that there are insufficient Digital Assets in your Margin Account or your Binance Account, you acknowledge and agree that any amount due and payable from you under this clause is a debt immediately due and owing by you to Binance.
9.6. If at any time and for any reason whatsoever, the Interest Rate set under these Margin Service Terms exceed the maximum rate of interest permitted to be charged by Binance to you under Applicable Law, 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.
9.7. Binance shall be entitled at its sole and absolute discretion to charge interest on any sum or payment due to Binance from you (including any Margin 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 Margin Account) in respect of the interest due.
9.8. All payments to Binance shall be in such Digital Assets as solely determined by Binance and 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.
9.9. Any applicable taxes, duties, disbursements, costs and/or other expenses incurred by Binance in connection with you or your Margin Account shall be reimbursed by you.
9.10. If for any reason Binance cannot effect payment or repayment to you in a Digital Asset in which payment or repayment is due, Binance may effect payment or repayment in the equivalent in any other Digital Asset selected by Binance based on a rate of exchange solely determined by Binance in respect thereof at the relevant time.
9.11. All interest, fees 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.
10. Airdrops and Forks
10.1. If, while the relevant Margin Loan is outstanding, any Digital Assets that have been credited to a Margin Account as the proceeds of a Margin Loan, including any Digital Assets that were borrowed and then sold short in a Margin Trade, (i) entitle the holder of such Digital Assets to receive a certain quantity of the same or another Digital Asset (an “Airdrop”), and/or (ii) are subject to a Fork, then, in respect of the Digital Assets distributed as part of such Airdrop (the “Airdropped Assets'') and/or the Forked Digital Assets (together with the Airdropped Assets, the “Additional Assets”), (A) you shall have no right to the Additional Assets and Binance shall not be obliged to account to you for such Additional Assets, and (B) if (1) you have sold short the relevant Digital Assets in a Margin Trade, (2) your Binance Account has been erroneously credited with the Additional Assets, or (3) you receive the Additional Assets outside your Binance Account, for example because the Digital Assets subject to the Airdrop or Fork have been transferred out of your Binance Account, you shall account to Binance for the Additional Assets and they shall be a debt owed by you to Binance and such debt shall form part of the relevant Margin Loan. Binance may, at its sole discretion, (i) at any time demand separate payment of such amount or debit your Binance Account (including your spot account or any Margin Account) to satisfy such debt, and (ii) demand or accept payment of an amount denominated in another Digital Asset, equivalent to the value of the Additional Assets due from you to Binance, converted at such rate as Binance may determine in its sole discretion.
10.2. Binance shall be under no obligation to pay any compensation to you in any form in respect of the Additional Assets. For the avoidance of doubt, at no time shall any Additional Assets be included in the calculation of the Margin Balance.
11. Default, Termination and Liquidation
11.1. A “Default” shall be deemed to occur if:
11.1.1. your Margin in the Margin Account falls below the Margin Requirements as prescribed by Binance;
11.1.2. any representation, warranty, agreement or undertaking made by you to Binance (whether under or in connection with these Margin Service Terms (including without limitation section 5 (Margin Services)), the Terms, any Product Terms or otherwise) or any other material statement made by you in or in connection with the same being 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;
11.1.3. you have failed to comply with or perform any of your obligations hereunder or in respect of any Margin Account or Margin Trade or under these Margin Service Terms, the Terms or any Product Terms (including without limitation your failure to make, when due, any payment or delivery required to be made by you under these Margin Service Terms or the Terms or in respect of any Margin Account or Transaction) or you have breached or are being investigated by relevant authorities for breaching any Applicable Law;
11.1.4. you fail to promptly provide Binance with verification of your identity or status or the identity or status of any person empowered by you to act on your behalf or information and/or documents in relation to credit checks and assessments conducted by Binance;
11.1.5. (in the event that you are an individual), you shall become deceased, bankrupt, of unsound mind or insane, commit an act of bankruptcy, or have action to place you in bankruptcy commenced against you;
11.1.6. (in the event that you are acting on behalf of a partnership) any of the partners thereof shall become deceased, bankrupt or insane, commit an act of bankruptcy, or have action to place any of the partners in bankruptcy commenced, or if action is commenced to dissolve and/or alter the partners or the constitutions of the partnership;
11.1.7. (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 are due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;
11.1.8. 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), or steps are taken by any person to enforce any security against you;
11.1.9. 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;
11.1.10. Binance has reasonable concerns in relation to your creditworthiness, financial status or verification of your identity;
11.1.11. Binance determines in its sole and absolute discretion that you have acted in an abusive manner to any representative of Binance or other users;
11.1.12. 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 Margin Account;
11.1.13. a Market Concentration Event and/or a Margin Concentration Event occurs;
11.1.14. Binance reasonably believes that any of the circumstances set out under clauses 11.1.1 to 11.1.13 above are likely to happen and Binance also reasonably believes that any action described in clause 11.2 below is necessary, desirable or expedient to protect its interests or the interests of Binance’s other clients; or
11.1.15. Binance reasonably suspects that you are involved in fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation, market abuse or other material illegality, breach of regulation or impropriety and such conduct, in the good faith and commercially reasonable business judgement of Binance, could reasonably be expected to result in reputational harm to Binance, or compromise the integrity of the markets maintained by Binance.
11.2. Without prejudice to any other right of Binance hereunder, under the Terms or otherwise at law, if a Default occurs, Binance may (but is not obliged to) immediately or any time thereafter, while such Default is continuing, without prior notice, do any one or more of the following:
11.2.1. suspend (indefinitely or otherwise), cancel or terminate any Binance Account, Margin Account, or Binance’s relationship with you or prohibit you from using some or all Binance Services (including withdrawals from your Binance Accounts and/or entering into new Transactions) or opening any Binance Account and/or Margin Account and accelerate any and all of your liabilities to Binance (including any and all of your Margin Loans, fees, interests, and charges owed by you to Binance) so that they shall become immediately due and payable;
11.2.2. at such times and in such manner as Binance may determine in good faith based on factors including, but not limited to, market conditions, liquidity and portfolio health, sell, dispose of or otherwise transfer, appropriate or take over any or all Margin and/or any or all Other Assets at prices which Binance deems appropriate in the circumstances (or at prices determined over the Valuation Period, as the case may be) (“Liquidation”) and apply the proceeds to the discharge of your obligations, and Binance may set-off and net any of its or its affiliates' obligations to you against any obligations of you to Binance;
11.2.3. apply any amounts of whatever nature standing to your credit against any amounts which you owe Binance (of whatever nature and howsoever arising, including any contingent amounts), or generally to exercise Binance’s rights of netting or set-off against you under these Margin Service Terms, the Terms, Applicable Law or otherwise;
11.2.4. demand any shortfall after the application of clauses 11.2.2 and 11.2.3 above from you;
11.2.5. do or omit to do anything which Binance reasonably believes to be necessary, desirable or expedient to protect Binance and/ or its other users; and/or;
11.2.6. exercise such other authority and powers that may have been conferred upon Binance by these Margin Service Terms and/or the Terms and/or under Applicable Law.
11.3. Binance may, acting in good faith, elect to value the Liquidated Assets over the course of a Valuation Period. At the end of the Valuation Period, Binance will inform you of the final valuation of the Liquidated Assets and whether their value is sufficient to discharge your obligations under the relevant Margin Loans, whether any amounts remain due from you to Binance, or whether there is a surplus to be returned to you. Without prejudice to the generality of clause 11.2.1 above, Binance may, for the duration of any Valuation Period, prohibit you from using some or all Binance Services (including withdrawals from your Binance Accounts and/or entering into new Transactions) or opening any new Binance Account and/or Margin Account.
11.4 You understand and agree that, in the event Margin and/or any Other Assets are liquidated by Binance, you shall have no right or opportunity to determine the Digital Assets to be liquidated or the order, manner or price of such Liquidation. Binance shall have no liability for any loss sustained by you in connection with such Liquidation (or if Binance delays effecting, or does not effect, such Liquidation).
11.5. Without prejudice to clause 11.2, in the event that Binance determines that you are in Default under clause 11.1.15 of these Margin Service Terms, Binance reserves the right (without liability to you or any third party) to unwind or reverse any Transactions, freeze any or all amounts allocated to your Binance Account, and/or deduct any amounts allocated to your Binance Account that relate to or arise out of any Transactions entered into by you in connection with any of the circumstances referred to in clause 11.1.15.
11.6. 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 Margin Account including, but not limited to, legal counsel’s fees incurred and payable or paid by you.
12. Statements
12.1. You shall verify all statements and confirmations in respect of the Margin Services made available to you on the Platform (“Statements”). If no objection is raised within 7 days of the date such information is made available to you, such Statements shall be deemed conclusive and binding as against you, and you shall not be entitled to object thereto. However, Binance may at any time rectify any error in any Statement which has been proved to its satisfaction, and may demand immediate repayment from you of any Digital Assets erroneously paid over to you as a result of such error. Any and all objections by you shall not be valid unless accompanied by supporting evidence for such objections.
12.2. Where Liquidated Assets are to be valued over the course of a Valuation Period, any system-generated Statement in respect of the value of the Liquidated Assets at the start of such Liquidation Period, if any, shall be of no effect and shall not prejudice the final value of the Liquidated Assets as determined over, and confirmed at the end of, the Liquidation Period in accordance with clause 11.3. You agree that you may not rely on any such Statement issued at the start of a Liquidation Period and that Binance shall have no liability to you whatsoever in respect of any such Statement.
12.3. Subject to the provisions of this clause, a Statement which does not accurately reflect the relevant Transaction entered into via the Platform:
12.3.1. does not affect the validity of the Transaction which the Statement evidences; and
12.3.2. where there is Manifest Error, does not entitle you to enforce whatever is inaccurately recorded in the Statement.
12.3. Without prejudice to the generality of the other terms in these Margin Service Terms, 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 or loss of opportunity, 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 section 13 (General Exclusion) of these Margin Service Terms.
13. General Exclusion
13.1. Margin 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 Margin Trading is a highly speculative activity involving highly leveraged and rapidly fluctuating markets. You agree that you understand and accept the significant risks associated with the use of the Margin Services and that such use 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 Margin Trading and agree that you will in no manner hold Binance responsible for losses incurred by you under or in connection with these Margin Service Terms and the Terms.
13.2. In addition and without prejudice to any other right or remedy which Binance may have (under these Margin Service Terms, the Terms, at law or otherwise) Binance 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 these Margin Service Terms. Binance shall only be liable to you if Binance has been fraudulent or in wilful default.
13.3. 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.
14. Disputes, Governing Law, Jurisdiction and Arbitration
14.1. Clause X. (Resolving Disputes: Forum, Arbitration, Class Action Waiver) of the Terms shall apply to any disputes or claims relating to, arising out of or in connection with these Margin Service Terms, including your assent to these Margin Service Terms.
15. Survival
15.1. Notwithstanding suspension or termination of your access to and use of the Margin Services, these Margin Service Terms shall continue to apply to you to the extent that there are any obligations or liabilities which remain to be performed or discharged by you under these Margin Service Terms.
16. Definitions & Interpretation
Unless otherwise defined, capitalised words used in these Margin Service Terms shall have the same meaning given to them in the Terms. The rules of interpretation set out in the Terms shall apply to these Margin Service Terms, except that references to clauses are to clauses in these Margin Service Terms, unless otherwise stated.
“Additional Assets” has the meaning given to this term in clause 10.1.
“Airdrop” has the meaning given to this term in clause 10.1.
“Airdropped Assets” has the meaning given to this term in clause 10.1.
“Collateral Ratio” means, in respect of Margin, the percentage of the Price Index at which such Margin is recognised for the purposes of determining the Collateral Value, as determined by Binance in its sole and absolute discretion.
“Cross Margin Account” means the account or sub-account maintained by Binance for the purpose of holding Eligible Margin as collateral for your Margin Loans in Cross Margin Mode.
“Cross Margin Mode” means, in respect of a Margin Loan, that you have elected that all Margin in the Cross Margin Account shall be used to collateralise that Margin Loan.
“Cross Margin Outstanding Interest” means the sum of all amounts of Interest calculated in respect of all Margin Loans in Cross Margin Mode minus any payments made on account of Interest in respect of those Margin Loans.
“Cross Margin Total Liabilities” means the total principal amount outstanding plus Cross Margin Outstanding Interest in respect of all Margin Loans in Cross Margin Mode.
“Collateral Value” means, in respect of a Cross Margin Account, the total value of Margin held in that Cross Margin Account, calculated by multiplying the quantity of each relevant Digital Asset by the relevant Price Index and applying the relevant Collateral Ratio, if any.
“Collateral Value Ratio” means in respect of a Cross Margin Account, the result of the following formula calculation:
Collateral Value Ratio = Collateral Value / Cross Margin Total Liabilities
“Default” has the meaning given to that term in clause 11.1.
“Eligible Margin” means such Digital Assets as Binance, in its sole discretion, may from time to time accept as collateral in respect of Margin Loans, as specified on the Margin Data Page or in such other manner as Binance may determine.
“Fork” means any planned, unplanned, sudden, scheduled, expected, unexpected, publicised, not well-known, consensual, and/or controversial changes to the underlying operating rules of certain Digital Assets that may occur from time to time, in such a way as to result in the creation of one or more related versions of an existing Digital Asset.
“Forked Digital Asset” means a Digital Asset that results from a Fork.
“Group” has the meaning given to that term in clause 6.6.
“Initial Risk Ratio” means the number shown under that heading for the relevant Isolated Margin Tier on the Isolated Margin Tier Data Page.
“Insurance Fund” means a pool of Digital Assets maintained by Binance, primarily funded by the Liquidation Fee.
“Interest” has the meaning given to this term in clause 9.1.
“Interest Rate” has the meaning given to this term in clause 9.1.
“Isolated Margin Account” means, in respect of each relevant trading pair, the account or sub-account maintained by Binance for the purpose of holding Eligible Margin as collateral for your Margin Loans in Isolated Margin Mode in respect of that trading pair.
“Isolated Margin Mode” means, in respect of a Margin Loan for a particular trading pair, that you have elected that such Margin Loan shall be collateralised separately from Margin Loans in respect of any other trading pairs.
“Isolated Margin Outstanding Interest” means, in respect of a Margin Loan in Isolated Margin Mode, the sum of all amounts of Interest calculated in respect of that Margin Loan minus any payments made on account of Interest in respect of that Margin Loan.
“Isolated Margin Tier” means the tier applicable to a Margin Loan in Isolated Margin Mode for a particular Digital Asset pair and the relevant borrowing amount, as shown on the Isolated Margin Tier Data Page.
“Isolated Margin Tier Data Page” means the website containing information in respect of Margin Loans in Isolated Margin Mode available at https://www.binance.com/en/margin-data, or such other address as Binance may specify from time to time.
“Isolated Margin Total Liabilities” means, in respect of a Margin Loan in Isolated Margin Mode, the principal amount outstanding plus the Isolated Margin Outstanding Interest in respect of that Margin Loan.
“Limit” has the meaning given to that term in clause 6.4.
“Liquidated Assets” means any Margin and/or Other Assets that have, or may, become the subject of Liquidation.
“Liquidation” has the meaning given to that term in clause 11.2.2.
“Liquidation Fee” has the meaning given to that term in clause 7.9.
“Liquidation Fee Rate” has the meaning given to that term in clause 7.9.
“Liquidation Risk Ratio” means the number shown under that heading for the relevant Isolated Margin Tier on the Isolated Margin Tier Data Page.
“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 of any information, source, official, official result or pronunciation.
“Margin” means all Eligible Margin held in a Margin Account.
“Margin Account” means the Cross Margin Account or the relevant Isolated Margin Account, as applicable.
“Margin Balance” means, in respect of a Margin Account, the total value of Margin held in that Margin Account, calculated by multiplying the quantity of each relevant Digital Asset by the relevant Price Index and applying any discount that Binance may determine for that Digital Asset from time to time, if any.
“Margin Call” means a notification from Binance to you to deposit additional Eligible Margin in the relevant Margin Account to avoid Liquidation and termination of the Margin Loan.
“Margin Call Level” means 1.3 or the number set by the user, where a user has chosen to specify a different number, as the case may be.
“Margin Call Ratio” means the number shown under that heading for the relevant Isolated Margin Tier on the Isolated Margin Tier Data Page.
“Margin Concentration Event” has the meaning given to this term in clause 6.7.
“Margin Data Page” means the website containing information in respect of the Margin Services available at https://www.binance.com/en/margin-fee, or such other address as Binance may specify from time to time.
“Margin Level” means
(A) in respect of a Cross Margin Account, the result of the following formula calculation:
Margin Level = Margin Balance / Cross Margin Total Liabilities; and
(B) in respect of an Isolated Margin Account, the result of the following formula calculation:
Margin Level = Margin Balance / Isolated Margin Total Liabilities.
“Margin Loan” has the meaning given to this term in clause 6.1.
“Margin Requirements” has the meaning given to this term in clause 5.9.
“Margin Services” means the provision of Margin Loans, Margin Trading and any ancillary services.
“Margin Service Risks” has the meaning given to this term in clause 4.1.
“Margin Service Terms” has the meaning given to this term in clause 2.1.
“Margin Trade and Margin Trading” have the meanings given to these terms in clause 6.1.
“Market Concentration Event” has the meaning given to this term in clause 6.6.
“Other Assets” means any Digital Assets or other property credited to any of your Binance Accounts (including, but not limited to, your “Spot” and “Earn” accounts), other than Margin.
“Platform” means the digital platform that Binance or its affiliates may make accessible to you via websites, a mobile app, an API connection or by such other means as Binance or its affiliates may prescribe from time to time for the use of Binance Services.
“Price Index” means, in respect of a Digital Asset, the current market price denominated in another Digital Asset, as calculated by Binance, in its sole discretion, using volume-weighted data from Binance and other major digital asset exchanges.
“Secured Obligations” has the meaning given to this term in clause 5.1.1.
“Statements” has the meaning given to this term in clause 12.1.
“Terms” has the meaning given to this term in clause 2.2.
“Transaction” means selling, purchasing, or entering into other transactions, or agreeing to sell, purchase or enter into other transactions, in Digital Asset(s), their derivatives, other asset(s) or product(s) as Binance may from time to time permit to be carried out on the Platform, and depositing or withdrawing Digital Assets or fiat currency into or out of your Binance Account.
“User-specified Margin Call Ratio” means the number set by the user, where a user has chosen to specify a different number for the Margin Call Ratio than the one displayed on the Margin Data Page.
“Valuation Period” means the period from (and including) the initial date a Liquidation occurs in respect of a Default to (and including) the later of (i) the date falling seven calendar days after such date, and (ii) such later date as may be determined by Binance in its sole discretion, taking into account such information Binance considers relevant, which may include (but is not limited to) any available market quotes, relevant market data or conditions, any costs, losses, funding, concentration of holdings and liquidity, provided that Binance may, acting in good faith, apply a shorter Valuation Period.