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Swap Farming Terms of Use

updated: 16 September 2022

1. Swap Farming Services

1.1 Swap Farming provides users with the ability to swap their Digital Assets with other Digital Assets sourced from a Binance Liquidity Pool.
1.2 By participating in a Swap you acknowledge and agree that you have read, understood and accepted all of the terms and conditions in these Swap Farming Terms, and you acknowledge and agree that you will be bound by and will comply with these Swap Farming Terms. If you do not understand and accept these Swap Farming Terms in their entirety, you should not participate.
1.3 Swap Farming is not a financial product within the meaning of the Corporations Act and does not involve the provision of any financial services in respect of financial products.

2. How to place an order using Binance’s Swap Farming Service

2.1 You can access Swap Farming through the Binance Platform.
2.2 When you agree to trade Digital Assets for other Digital Assets sourced from a Binance Liquidity Pool, you will be entering into a Swap.
2.3 Before entering into a Swap, you will be asked to provide information about:
  1. the type and quantity of Digital Asset that you wish to exchange; and
  2. the type and estimated quantity of Digital Assets you will receive.
2.4 You will also be provided with information in respect of:
  1. the estimated exchange rate between the Digital Assets referred to in 2.3(a) and 2.3(b);
  2. Estimated Slippage;
  3. Estimated Swap Fees; and
  4. Estimated Fee Rebates.
(each a "Swap Transaction Term")
2.5 When you accept the Swap Transaction Terms, Binance will use its best endeavours to Settle the Swap. The Settlement of a Swap is not always instant. It is possible that there may be a delayed Settlement. A delayed Settlement may occur for various reasons, including but not limited to, market conditions and technical issues.
2.6 Once you accept the Swap Transaction Terms, you cannot cancel, transfer, withdraw, or trade the Digital Asset the subject of the Swap.
2.7 On Settlement, the Digital Assets you selected to Swap will be deducted from your Spot Account, and the Digital Assets you receive from the Swap will be added to your Spot Account.

3. Slippage

3.1 Binance does not guarantee the quantity of Digital Assets you will receive as a result of a Swap. The quantity of Digital Assets you will receive from a Swap may be different from the estimate provided in the Swap Transaction Terms because of Slippage, which can occur as a result of:
  1. the fluctuation between the prices of Digital Assets in a Liquidity Pool, and the exchange rate between those Digital Assets; and /or
  2. the exchange rate changing between the time you accept the Swap Transaction Terms, and when the Swap Settles.
3.2 The extent to which Slippage may occur is not known by Binance at the time you enter into a Swap. Binance uses its best endeavours to estimate Slippage before you enter into a Swap.

4. Swap Fees

4.1 Swap Fees are published on www.binance.com/en/fee/liquidswapfee, and may be updated from time to time. An estimate of the Swap Fees payable for each Swap will be shown before you enter into a Swap.
4.2 You unconditionally authorise Binance to deduct Swap Fees when you enter into a Swap. Swap Fees will be deducted from the Digital Assets you receive when you Settle a Swap.

5. Fee Rebates

5.1 You may be eligible for Swap Fee Rebates. Swap Fee Rebates are applied at Binance's discretion, and may be subject to additional terms & conditions set by Binance on www.binance.com/en/fee/liquidswapfee.

6. Risks and Liabilities

6.1 In addition to the risks identified in the Risk Warning, you must also consider carefully all of the risks that may arise as a result of participating in a Swap, including, but not limited to:
  1. that Binance may cease offering Swap Farming at any time;
  2. Slippage;
  3. fluctuations in Swap Fees;
  4. faults, defects, hacks, exploits, errors or unforeseen circumstances occurring in respect of the technologies on which Swap Farming depends;
  5. failure or non-availability of technologies on which Swap Farming depends; and
  6. attacks on Binance or the services or technologies on which Swaps depend.
6.2 In no event will Binance or any Binance Affiliate be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs arising out of or in connection with any risk identified above. This limitation of liability is in addition to the limitation of liability contained in the Terms of Use.

7. Information requests

7.1 Binance may require information from you at any time for the purposes of complying with any Applicable Law, identity verification requirements, or in connection with the detection of money laundering, terrorist financing, fraud, or any other financial crime, or for any other valid reason. We may also send you a notice to provide information, or take any other steps, that we consider to be reasonably necessary to ensure that the information you have provided is true and correct.

8. Placing a stop or suspension on, or cancelling, your access to Swap Farming and Spot Account

8.1 Binance may stop, suspend or cancel your access to Swap Farming or your Spot Account, impose limits to your access to Swap Farming or your Spot Account, or your suspend or cancel your ability to participate in Swap Farming, or delay certain transactions where:
  1. you do not provide additional information to verify your identity or source of funds as requested by Binance;
  2. Binance is required to do so by court order, to comply with any Applicable Laws (including anti-money laundering or sanctions laws);
  3. Binance is required to do so to comply with any direction or instruction from a government body or agency;
  4. Binance reasonably determines that any information you have provided to Binance is wrong, untruthful, outdated or incomplete;
  5. you do not provide additional information that we request to our reasonable satisfaction or in a timely manner; or
  6. you do not comply with clause ‎9.4.

9. Chat Service

9.1 You can use the Chat Service at any time in connection with your use of the Swap Farming service and your Spot Account. By using the Chat Service, you may interact with a bot, chatbot, or other non-human. Binance will disclose the use of a chatbot, or other non-human, to the extent required by Applicable Law. When engaging with Binance through use of the Chat Service, you acknowledge and agree that Binance may monitor and save your chats.
9.2 The Chat Service is provided as a convenience, often to facilitate your understanding of Binance's services. Binance uses all reasonable efforts to provide you with accurate and current information based your question. Nothing communicated to you through the Chat Service will be considered a legal agreement, representation or warranty as to the Binance services, processes, decisions, or response times. Any personal information shared with us when using the Chat Service will be subject to the applicable privacy-related policies and notices described in our Privacy Policy.
9.3 You may also use the User Chat service, which allows you to interact directly with other Binance Platform users.
9.4 You must not use the Chat Service or User Chat to post or otherwise distribute, on or through the service or chat:
  1. any information that would be in breach of another person's intellectual property rights;
  2. any content which we consider (in our sole discretion) to be defamatory, obscene, harassing, threatening or which includes any unlawful material or information;
  3. any information that are otherwise in contravention of any Applicable Laws;
  4. any information which we consider (in our sole discretion) is intended to manipulate a market or to spread false or misleading information or messages.
9.5 If you do not comply with clause ‎9.4, we may take the steps described in clause ‎8.
9.6 You must not use the Chat Service or any User Chat to send any abusive, defamatory, dishonest, or obscene message or any messages intended to manipulate a market or to spread false or misleading information or messages that are otherwise in contravention of Applicable Laws, and doing so may result in termination of the Chat Service session and may lead to restrictions on the availability of Binance Services to you.

10. Account information and transaction records

10.1 You will be able to view your Spot and Account History on the Binance Platform. You must review your Account History carefully and let Binance know if you see any entries or transactions that you do not recognise or you think are incorrect as soon as possible, and within 14 days after the date that your Account History is provided or made available to you.
10.2 We may rectify any error in your Account History at any time, and reserve the right to void or reverse any transaction:
  1. involving or deriving from a manifest error (that is, 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); or
  2. to reflect what we reasonably consider to be the correct or fair details of the transaction.
10.3 We may be required under Applicable Law to share information about your Spot Account with third parties. You acknowledge and agree that we are entitled to disclose such information.

11. Material interests and conflicts

11.1 You acknowledge that Binance is a member of a group of companies which is involved in activities connected with Digital Assets.
11.2 You acknowledge and agree that:
  1. we may appoint one or more market makers (which may include Binance Affiliates acting in such capacity) to provide liquidity on the Binance Platform, and any such market maker may enter into any transaction with you as your counterparty;
  2. market makers may also maintain positions in various Digital Assets as part of their market making activities, including positions in Digital Assets that are contrary to your positions; and
  3. such market making activities may be done by way of algorithmic trading.
11.3 Such market making activity can have an impact on the price of Digital Assets and the liquidity at levels necessary to execute a transaction. We will not deliberately carry out market making activity with the intention of harming your interests and will endeavour to minimise any market impact. We may realise a profit, or equally, a loss, in connection with market making activity.
11.4 You acknowledge and agree that neither your relationship with Binance, nor any service Binance provides to you, nor any other matter, will give rise to any fiduciary or equitable duties on our part, or on the part of any Binance Affiliate. In particular, Binance and any Binance Affiliate may from time to time act in more than one capacity (for example, as both market maker and broker and/or as principal and agent), and in those capacities Binance may receive fees or commissions from more than one user (including you). You agree that Binance may act in such capacities and provide any other Binance Services or carry out any business with or for you, any Binance Affiliate or any other user.
11.5 You understand and agree that neither Binance nor any Binance Affiliate will be required to:
  1. have regard to any information known to us, or to any Binance Affiliate, which is a material interest;
  2. disclose any such information to you; or
  3. use any such information for your benefit.
11.6 You further acknowledge that from time to time Binance may receive general market information in the course of providing Binance Services to you, which Binance may use in the ordinary course of its business.
11.7 Binance has established and maintains effective organisational and administrative arrangements with a view to taking all appropriate steps to identify and manage conflicts of interest between Binance and our users and relevant third parties, so as to prevent conflicts of interest from adversely affecting the interests of Binance users.

12. Eligible Digital Assets

12.1 Swap Farming is only available in connection with Digital Assets that have been placed into Binance Liquidity Pools, which may change from time to time (Eligible Digital Assets). A list of the Eligible Digital Assets is published on https://www.binance.com/en. Binance may remove or suspend one or more Digital Assets from the list of Eligible Digital Assets at any time, and will update the list of Eligible Digital Assets on https://www.binance.com/en, meaning that you will no longer be able to swap such Digital Assets as part of Swap Farming and will be no longer able to hold such Eligible Digital Assets in your Spot Account. We may do so with immediate effect and without reason.
12.2 We assume no responsibility or liability in connection with any attempt to use your Binance Account for Digital Assets that we do not support.

13. Forks

13.1 We may temporarily suspend your access to Swap Farming while we determine whether or not to support a Fork.
13.2 We are under no obligation to support a Fork of the Digital Assets that you hold, regardless of whether any resulting version of such Forked Digital Asset is a Dominant Digital Asset or not. If we elect to support a Fork of a Digital Asset, we will make a public announcement through the Website or by such other means as we may deem appropriate.
13.3 You acknowledge and agree that Binance has no control over, nor does Binance have the ability to influence, the creation or implementation of a Fork. Binance can provide no assurances about the security, functionality or supply of any Digital Assets for Swap Farming, including both the new Dominant Digital Asset or other Digital Assets subject to the relevant Fork. You may not be able to enter into Swap with a Forked Digital Assets as part of Swap Farming, and you may lose any value associated with Digital Assets.
13.4 Binance may from time to time support Digital Assets that purport to be backed by or otherwise tied or pegged in value to another asset, including Digital Assets, Fiat Currency or commodities such as silver or gold (Backed Digital Assets). You agree that you have read, understood and accepted all of the terms and conditions and risks associated with each particular Backed Digital Asset before entering into any Transaction relating to that Backed Digital Asset. Binance has no obligation to purchase, repurchase or effect or facilitate the redemption of your Backed Digital Assets. Binance reserves the right to change, suspend, or discontinue any service in relation to any Backed Digital Asset. Binance makes no representation as to whether any particular Backed Digital Asset will hold its value as against any asset, nor as to the amount or quality of reserves or collateral held by each issuer or any third party in relation to any Backed Digital Asset.

14. Representations and warranties

14.1 You hereby represent and warrant to Binance, at all times, the following:
  1. all documents and information you provide to us are true, accurate, complete, and up to date in all respects, and may be relied upon by Binance in determining whether or not you are eligible to access the Binance Platform or to use Swap Farming;
  2. all decisions made in connection with these Swap Farming Terms were solely and exclusively based on your own judgement and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;
  3. you have full power, authority, and capacity to:
    i) access and use Swap Farming, the Binance Platform and/or the Binance services; and
    ii) enter into and deliver, and perform your obligations under these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, these Swap Farming Terms;
  4. if you are a corporation, partner in a partnership, or trustee of a trust:
    i) the corporation, partnership or trust has and will be operated in a way that is compliant with Applicable Law;
    ii) you will notify Binance immediately if there is any change, by way of resignation, removal, appointment or death, of any of the directors, partners, trustees, settlor(s) or ultimate beneficial owners or any person authorised to operate your Binance Account;
    iii) you will inform us immediately if the corporation, partnership, or trust is dissolved either on a voluntary or involuntary basis; and
    iv) you have taken all corporate action that is necessary or desirable to authorise its entry into these Swap Farming Terms;
  5. you have obtained all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, approvals, permissions, consents, registrations, declarations, filings with any Regulatory Authority, governmental department, commission, agency or other organisation having jurisdiction over you (each a Material Authorisation) which are necessary or desirable for you to obtain in order to:
    i) access and use the Binance Platform and/or the Binance services; and
    ii) enter into and deliver, and perform the transactions contemplated under these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, these Swap Farming Terms, have been unconditionally obtained in writing, disclosed to us in writing, and have not been withdrawn or amended;
  6. these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, them constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms;
  7. your payment obligations under this document rank at least equally with all your other unsecured and unsubordinated payment obligations (whether present or future, actual or contingent), other than obligations that are mandatorily preferred by law;
  8. place, pending, or to its knowledge after due enquiry, threatened which, if adversely decided, could have a Material Adverse Effect on you;
  9. there are no reasonable grounds to suspect that you will not be able to pay your debts as and when they become due and payable;
  10. you have notified us of any Event of Default or Potential Event of Default that has occurred and is continuing, and you are not in breach of any other agreement in a manner that could have a Material Adverse Effect on you;
  11. you are not a Restricted Person;
  12. if you are a legal entity, you are duly incorporated, duly organised, and validly existing under the laws of your jurisdiction and have full power to conduct your business. If you are an individual, you are not less than 18 years old; and
  13. your access and use of the Binance Platform and/or the Binance services, your execution and delivery of, and the performance of your obligations under these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, these Swap Farming Terms, will not:
    i) if you are a legal entity, partner in a partnership or trustee of a trust result in a breach of or conflict with any provision of your constitution, articles of association, partnership agreement, trust deed or equivalent constitutive documents;
    ii) result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; and
    iii) result in you, or cause us or any third party to, breach any Applicable Law, decree or judgement of any court, or any award of any arbitrator or those of any governmental or Regulatory Authority in any jurisdiction.

15. Technology disclaimers

15.1 Binance may, from time to time, suspend your access to Swap Farming, your Binance Account and/or the Binance services, for both scheduled and emergency maintenance. Binance will make reasonable efforts to ensure that transactions on the Binance Platform are processed in a timely manner, but Binance makes no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.
15.2 Although Binance makes reasonable efforts to update the information on the Sites and the Binance Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Sites and the Binance Platform, including information in relation to the Binance services, is accurate, complete or up to date.
15.3 You are responsible for obtaining the data network access necessary to use the Binance services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Binance services and Sites and any updates thereto. Binance does not guarantee that the Binance services, or any portion thereof, will function on any particular hardware or devices. The Binance services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

16. General Terms

16.1 Binance reserves the right to suspend and terminate Swap Farming and may do so at any time.
16.2 All terms and references used in these Swap Farming Terms and which are defined and construed in the Binance Australia Terms of Use (the “Terms of Use”), but are not defined or construed in these Terms, shall have the same meaning and construction in the Terms of Use.
16.3 The Swap Farming Terms are to be read together with the Terms of Use. In the event of any conflict or inconsistency between the Swap Farming Terms and the Terms of Use, the order of precedence in which the documents are to be read is first the Swap Farming Terms and then the Terms of Use.
16.4 Binance will contact you using the details you provide to Binance. This may include contacting you by email, SMS or telephone. It is important that you ensure that your contact details are correct and up to date. If your contact details change, you must let us know immediately. If you do not, Binance will not be responsible if you do not receive information, notices or other important information from Binance.
16.5 Binance may give notice by email to your email address. It is your responsibility to ensure that the email address is up to date and accurate. Notices may be given, and are deemed to be received, if sent to your email address, whether or not a notice of delivery failure is received.
16.6 You may give us notices only as Binance directs, which may change from time to time.
16.7 Any notices, consent or other communication given under these Swap Farming Terms must be in writing, in English, and signed or otherwise authorised by the party giving it.
16.8 For more information on Binance, you may refer to the company and license information found on Binance websites. If you have questions regarding these Swap Farming Terms, please feel free to contact Binance for clarification via our Customer Support team at www.binance.com/en/support/requests/new.
16.9 You agree and acknowledge that:
  1. Binance is not responsible for any User Material (whether provided by you or by third parties) which may be made available on the Binance Platform or the Sites; and
  2. use of any such User Material is at your own risk and that we do not provide any warranties in relation to the same.
16.10 Binance shall have the right at our sole and absolute discretion to remove, modify or reject any content that you submit to, post or display on the Binance Platform or the Sites (including any User Material) for any reason. Binance reserves the right to take any actions as Binance deems appropriate at our sole discretion, including giving a written warning to you, removing any User Material, recovering damages or other monetary compensation from you, suspending or terminating your access to Swap Farming (if any), or suspending your access to the Binance Platform and/or the Sites. Binance shall also have the right to restrict or ban you from any and all future use of any Binance Services.
16.11 You agree that Binance may record any communications, whether electronic, by telephone, in person or otherwise, that Binance has with you in relation to these Swap Farming Terms and your access to Swap Farming, and that any recordings that Binance keeps will be our sole property and you accept that they will constitute evidence of the communications between you and Binance. You agree that telephone conversations may be recorded without the use of a warning tone or any other further notice.
16.12 Other than in relation to Binance Affiliates, nothing expressed or referred to in these Swap Farming Terms will be construed to give any person other than the parties to these Swap Farming Terms any legal or equitable right, remedy, or claim under or with respect to these Swap Farming Terms or any clause or sub-clause of these Swap Farming Terms. The Swap Farming Terms and all of its clauses and sub-clauses are for the sole and exclusive benefit of the parties to these Swap Farming Terms and their successors and permitted assigns.
16.13 All clauses and sub-clauses of these Swap Farming Terms, which by their nature extend beyond the expiration or termination of these Swap Farming Terms, will continue to be binding and operate after the termination or expiration of these Swap Farming Terms.
16.14 No delay or omission by us in exercising any right or remedy under these Swap Farming Terms will operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies under these Swap Farming Terms. The rights and remedies provided in these Swap Farming Terms are cumulative and not exclusive of any rights or remedies provided by Applicable Law.
16.15 In addition to any legal or other remedy available under the Terms or by law, Binance may set-off any amounts you owe under these Swap Farming Terms or otherwise. You must pay all sums that you owe to Binance free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by Applicable Law
16.16 If you receive information about another user through the Binance Platform or from utilising the Binance services, you must keep the information confidential and only use it in connection with the Binance Services and always in accordance with Applicable Law. You must not disclose or distribute any user information to a third party or use the information in any manner except as reasonably necessary to effect a Transaction.
16.17 In the event of your death or incapacity, the representative(s) of your estate or the survivor or survivors must give us written notice as soon as practicable. If Binance has reason to believe you have died, Binance may suspend your access to Swap Farming. Your access to Swap Farming will be suspended until:
  1. a representative of your estate or authorised beneficiary either:
    i) creates a Swap Farming Account in accordance with these Swap Farming Terms; or
    ii) provides wire transfer instructions; and
  2. provides sufficient legal documentation that they are entitled to receive the assets in your Binance Account; or
  3. you provide satisfactory proof that you are not deceased.
16.18 Our ability to provide your representative(s) with the assets in your Swap Farming Account is subject to the restrictions imposed by Applicable Law and these Swap Farming Terms. Binance does not commit to any particular timeline for the transfer of assets held to the credit of your Swap Farming Account.
16.19 It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority. You agree that Binance is not responsible for determining whether any taxes apply to your use of the Binance services, or for collecting, reporting or remitting any taxes arising from any transaction or use of the Binance services.
16.20 You acknowledge that we may make certain reports to tax authorities regarding transactions made on the Binance Platform, and that we may, in our sole discretion or as required by Applicable Law, provide you with additional documentation or records needed by you to calculate any tax obligations. We may also withhold and deduct at source any taxes due under Applicable Law in our sole discretion.

17. Defined Terms

Applicable Law means all relevant or applicable statutes, laws (including rules of common law), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, by-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organisation of which Binance is a member), that are applicable to the provision, receipt or use of the Binance services, or any other products or deliverables provided, used or received in connection with the Binance Services or these Savings Terms.
Account History means the written record (including electronic records) of your Transactions and your Binance Account.
Binance Affiliates means Binance, its affiliates, related body corporates, direct or indirect parent entity or subsidiary entity, or entity under common control, and each of their respective officers, directors, employees, agents, licensors, and contractors.
Binance Liquidity Pool means a pool of Digital Assets used by an automated market maker to facilitate transactions that is available on the Binance Website.
Binance Platform means the digital platform that we or any of the Binance Affiliates may make accessible to you via Sites, mobile app, a Binance API or by such other means as Binance Affiliates may prescribe from time to time for the use of Binance services.
Business Day means any day (other than a Saturday, Sunday or public holiday) on which banks are generally open for business in Sydney, New South Wales.
Chat Service means interactive online chat service you can use to communicate with us in connection with your access to Swap Farming.
Control has the meaning given in section 50AA of the Corporations Act except that in addition an entity controls a second entity if:
  1. the first entity would be taken to control the second entity but for subsection 50AA(4); or
  2. the first entity has voting power (as defined in section 610 of the Corporations Act) of at least 50% in the second entity.
Controller has the same meaning as in the Corporations Act.
Corporations Act means the Corporations Act 2001 (Cth).
Dominant Digital Asset means a Forked Digital Asset that has dominance over one or more other versions of a Digital Asset that was subject to the relevant Fork, as determined by us in our sole discretion.
Eligible Digital Assets has the meaning given to it in clause 12.
Event of Default includes each of the following events or circumstances:
  1. if you fail to pay any amount that is due and payable these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, these Swap Farming Terms when it is due;
  2. if you fail to comply with any of your obligations under these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, these Swap Farming Terms (other than a failure referred to elsewhere in this clause) and:
    i) we consider that the failure cannot be remedied; or
    ii) we consider that the failure can be remedied, and the failure is not remedied within 10 Business Days after we require you to remedy it;
  3. if any representation, warranty or statement made by, or repeated by, you, in or in connection with these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, these Swap Farming Terms, is untrue or misleading (whether by omission or otherwise) in any material respect when so made or repeated;
  4. if an Insolvency Event occurs in respect of you or, if applicable, any of your subsidiaries;
  5. if an event or a change occurs (whether or not foreseeable) which could have a Material Adverse Effect on you or, if applicable, any of your subsidiaries;
  6. if you cease to hold any Material Authorisation or to comply with any condition to which any Material Authorisation is subject;
  7. if you cease for any reason to be able lawfully to carry out all your obligations that are contemplated in these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, these Swap Farming Terms;
  8. if all or any material provision of these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, these Swap Farming Terms, is or becomes void, voidable, illegal or unenforceable or of limited force (other than because of equitable principles or laws affecting creditors' rights generally), or you claim this to be the case; and
  9. if, in Binance's reasonable opinion, there is a change of Control of you from that existing at the date of this document.
Fiat Currency means any government or central bank issued national, or supra-national, currency, or other monetary obligation denominated in such currency and which is not a Digital Currency.
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.
Insolvency Event means, in respect of a person:
  1. an administrator being appointed to the person;
  2. a Controller or analogous person being appointed to the person or any of the person's property;
  3. an application being made to a court for an order to appoint a Controller, provisional liquidator, trustee for creditors or in bankruptcy or analogous person to the person or any of the person's property;
  4. an appointment of the kind referred to in subparagraph (ii) being made (whether or not following a resolution or application);
  5. the holder of a security interest or any agent on its behalf, appointing a Controller or taking possession of any of the person's property (including seizing the person's property within the meaning of section 123 of the PPSA) or otherwise enforcing or exercising any rights under the security interest or Chapter 4 of the PPSA;
  6. the person being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand;
  7. an application being made to a court for an order for its winding up;
  8. an order being made, or the person passing a resolution, for its winding up;
  9. the person:
    i) suspending payment of its debts, ceasing (or threatening to cease) to carry on all or a material part of its business, stating that it is unable to pay its debts or being or becoming otherwise insolvent; or
    ii) being unable to pay its debts or otherwise insolvent;
  10. the person taking any step toward entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;
  11. a court or other authority enforcing any judgment or order against the person for the payment of money or the recovery of any property; or
  12. any analogous event under the laws of any applicable jurisdiction,
unless this takes place as part of a solvent reconstruction, amalgamation, merger or consolidation that has been approved by us.
Intellectual Property Rights means:
  1. copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered);
  2. applications for registration, and rights to apply for registration, of any of the foregoing rights; and
  3. all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
Material Adverse Effect means, in respect of a person, a material adverse effect in the reasonable opinion of the other party on:
  1. its business, property or financial condition;
  2. its ability to perform its obligations under these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, these Swap Farming Terms; or
  3. the validity or enforceability of these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, these Swap Farming Terms or the rights and remedies of the other party under any these Swap Farming Terms and any agreement entered into pursuant to, or in connection with, these Swap Farming Terms.
Potential Event of Default means an event or circumstance which, with the passage of time, the giving of notice, the making of any determination or any combination of them, would become an Event of Default.
PPSA means the Personal Property Securities Act 2009 (Cth).
Regulatory Authority means any foreign, domestic, state, federal, cantonal, municipal or local governmental, executive, legislative, judicial, administrative, supervisory or regulatory authority, agency, quasi-governmental authority, court, commission, government organisation, self-regulatory organisation having regulatory authority, tribunal, arbitration tribunal or panel or supra-national organisation, or any division or instrumentality thereof, including any tax authority.
Restricted Person means a person or legal entity who (a) is included in any trade embargoes or economic sanctions list (such as the United Nations Security Council Sanctions List, the list of specially designated nationals maintained by the office of foreign assets control of the U.S. Department of the Treasury (OFAC), or the denied persons or entity list of the U.S. Department of Commerce), or (b) resides, or is established, in any country listed in the List of Prohibited Countries.
Settlement means when the Digital Assets the subject of a Swap are exchanged.
Sites means our Website and any other websites, pages, features, or content we own or operate.
Slippage is the percentage difference between the quantity of Digital Assets you would have received if a Swap Settled instantly, and the amount that you received on delayed Settlement.
Spot Account means your Binance Account that is used for spot transactions.
Swap means a Transaction where you agree to trade Digital Assets for other Digital Assets sourced from a Binance Liquidity Pool.
Swap Farming means the service provided by Binance that allows you to participate in Swaps.
Swap Farming Terms means these Swap Farming terms and conditions.
Swap Fees means the fees charged by Binance for providing Swap Farming, as determined by Binance from time to time, and published on www.binance.com/en/fee/liquidswapfee.
Swap Fee Rebates means rebates on Swap Fees that may be offered by Binance from time to time.
Swap Transaction Term means the terms on which you agree to enter into a Swap.
User Chat means chats that allow you to interact directly with other users of the Binance Platform
User Materials means the Intellectual Property Rights in any reviews, posts, information, data, and comments you or other users provide to us on the Sites (through our “Contact Us” pages or otherwise), the Platform, through use of Binance Services, or otherwise.
Website means the website located at https://www.binance.com/en.