Last updated: January 23, 2023
BAM Trading Services Inc. (“BAM”) d/b/a Binance.US (“Binance.US,” “we,” or “us”) may release Souvenir NFT collections (“Souvenir NFTs”) from time to time in connection with marketing promotions or to reward users for completing certain activities on the Binance.US Platform. These terms and conditions (the “Agreement”) apply to the award of a Souvenir NFT from Binance.US.
This Agreement is legally binding between you (also referred to herein as “you”, “your” or “user”) and Binance.US governing your award of any Binance.US Souvenir NFT.
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND BINANCE.US CAN BE BROUGHT (SEE SECTION 9 BELOW). THESE PROVISIONS WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST BINANCE.US TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.
To redeem a Souvenir NFT, you must have a Binance.US account and successfully complete identity verification. Binance.US is open only to legal residents of every jurisdiction in which Binance.US’ platform is available to individual users in the United States, without limiting the foregoing, excluding residents of Hawaii, New York, Texas, and Vermont.
PLEASE NOTE, IF YOU DO NOT SATISFY THE ELIGIBILITY CRITERIA, YOU WILL NOT BE ELIGIBLE TO RECEIVE ANY SOUVENIR NFT, AND BINANCE.US WILL HAVE NO ABILITY AND NO OBLIGATION TO DELIVER SUCH NFT TO YOU.
2. Souvenir NFT Awards
A Binance.US Souvenir NFT may be awarded to users who complete certain activities on the Binance.US Platform as may be communicated by Binance.US from time to time. Users who qualify for a Souvenir NFT will receive the NFT via airdrop. Each Souvenir NFT has a monetary value of $0. The Souvenir NFTs will be non-tradable and non-withdrawable in perpetuity.
Binance.US is not responsible if the drop of a Souvenir NFT is delayed, postponed or canceled for any reason, if the Souvenir NFTs are unavailable for any reason, or if you are deemed ineligible to participate for reasons outside of Binance.US’ control (including, without limitation, your failure to timely claim the Souvenir NFT or failure to pass Binance.US’ identity verification) in which event your Souvenir NFT may be forfeited in its entirety and no substitution will be provided except as in Binance.US’ sole discretion.
3. Ownership and Licenses
You agree that, without Binance.US’ express prior written consent, you may not, nor permit any third party to, do or attempt to do any of the following: (a) modify any Souvenir NFT in any way, including by modifying any of the shapes, designs, drawings, attributes, or color schemes; (b) use any Souvenir NFT to advertise, market, or sell any product or service; (c) use the Souvenir NFT in any way, or in connection with images, videos, or other forms of media, that violates this Agreement; (d) sell, distribute for commercial gain (including giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Souvenir NFT; (e) attempt to trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the Souvenir NFT; or (f) utilize the Souvenir NFT for your or any third party’s commercial benefit.
5. Additional Terms
6. Warranties and Limitations of Liability
You represent and warrant that you (a) are at least 18 years of age and have the legal capacity to enter into this Agreement, (b) that you will use and interact with your NFT only for lawful purposes and in accordance with this Agreement, and (c) that you will not use your NFT to violate any law, regulation, or ordinance or any right of Binance.US, its licensors, or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. You further agree that you will comply with all applicable law.
THE SOUVENIR NFTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, BINANCE.US EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BINANCE.US MAKES NO WARRANTY THAT THE NFTS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BINANCE.US MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT RELATED TO THE SOUVENIR NFTS.
BINANCE.US WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS, AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF A NFT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; OR (IV) UNAUTHORIZED ACCESS TO A NFT.
You agree that you shall defend, indemnify and hold harmless Binance.US and its respective directors, officers, employees, licensors, content providers, agents, advisors, consultants and representatives, from any claim or action arising from: (i) your breach or alleged breach of these Terms, (ii) your ownership of the Souvenir NFT, (iii) the exercise of any rights granted in this Agreement; (iv) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with your use or interaction with the Souvenir NFT; or (vi) any misrepresentation made by you.
8. Dispute Resolution
If you have any issues or complaints arising out of this Agreement, you agree to first open a ticket with Customer Service at https://support.binance.us/hc/en-us/requests/new and work with Customer Service to resolve your issue. Most concerns may be resolved by contacting us in this manner. You agree to use best efforts to settle any dispute, claim, question or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration, without making any public display or disclosure of any such discussion or dispute. If Customer Service is unable to resolve your issue, please email your complaint to firstname.lastname@example.org.
If an agreed-upon solution is not reached within a period of thirty (30) days from the time informal dispute resolution is initiated, then either you or we may initiate a binding arbitration. If we cannot resolve your dispute through the complaint process, you agree that any dispute or controversy arising out of or relating to this Agreement, including, but not limited to, legal and equitable claims, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved through binding arbitration on an individual basis (except as specifically noted below). Arbitration shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”). In agreeing to this binding commitment to arbitrate your claims, you agree that you waive any right to proceed in a court of law or to have your claims heard by a jury. The arbitration shall: (1) be conducted by a single, neutral arbitrator in the English language; (2) be held virtually and not in person for all proceedings related to the arbitration, except by mutual agreement of all parties; and (3) be limited to one deposition per party, except by mutual agreement of all parties or upon a showing of need. Furthermore, in cases where neither party’s claim(s) or counterclaim(s) exceed $25,000, both parties agree to waive an arbitration hearing and resolve the dispute solely through submissions of documents to the arbitrator. The AAA rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.
Without waiving or otherwise affecting the Class Action Waiver below, in the event that your claim(s) in an arbitration substantially implicate or relate to the rights of, or claims by, other Binance.US customers who have also initiated arbitration against Binance.US, you agree that Binance.US shall have the right, but not the obligation, to join or consolidate such arbitrations into a single arbitration, in Binance.US’ sole discretion.
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required) (“Notice”). The Notice must: (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Binance.US may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Binance.US shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
Class Action Waiver
TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND BAM AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU AND BAM EACH WAIVE THE RIGHT TO: (1) A JURY TRIAL; AND (2) PARTICIPATE IN A CLASS ACTION. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH’S LIMITATIONS AS TO A PARTICULAR CLAIM FOR RELIEF, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND MAY BE BROUGHT IN COURT. THIS CLASS ACTION WAIVER IS SUBJECT TO AND DOES NOT IMPAIR OR IMPEDE BAM’S RIGHT TO CONSOLIDATE RELATED USER CLAIMS AS DESCRIBED ABOVE.
9. Governing Law
This Agreement shall be governed by and interpreted according to the laws of the State of California, without regard to any choice of laws or conflict of laws principles or rules that would result in the application of a different State jurisdiction’s laws.
10. Updating These Terms
We may modify this Agreement from time to time in which case we will update the “Last Revised” date at the top of this Agreement. If we make changes that materially impair your rights or materially modify your obligations, we will use reasonable efforts to attempt to notify you via email. However, it is your sole responsibility to review this Agreement from time to time to view any such changes. The updated Agreement will be effective as of the time of posting, or such later date as may be specified in the updated Agreement.