Last updated: September 19, 2022
Offer period: September 22, 2022 8:00 PM EDT and September 23, 2022 7:59 PM
The Binance.US 3-Year Anniversary NFTs (“Anniversary NFTs”) are limited edition non-fungible tokens (“NFTs”) associated with Binance.US’ “Meet Us in the Metaverse” Event (“Event”) released by BAM Trading Services Inc. d/b/a Binance.US (“Binance.US,” “we,” or “us”) and Portals Labs, Inc. (“Portals”).
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND BINANCE.US CAN BE BROUGHT (SEE SECTION 8 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.
- Anniversary NFTs
Binance.US and Portals will be releasing two (2) Anniversary NFTs as part of the “Meet Us in the Metaverse” Event hosted in the Binance.US Lounge on the Portals platform. Portals is a metaverse platform where you easily create a virtual avatar and drop into an immersive virtual space to interact with the environment and other people.
By attending the Event, you will be able to claim two unique NFTs: (1) a Binance.US branded Citizen Pod — a private apartment that can be visited in the Portals Metaverse, and (2) a limited-edition Event NFT to display in your Pod. These NFTs will be offered at no cost to all eligible individuals who attend this Event.
The value of any NFT is subjective and therefore can be volatile. NFTs and similar assets are collectibles and have no inherent or intrinsic value. Binance.US does not and cannot guarantee that any NFT redeemed will retain its original value. You agree to assume all risks associated with the use and value of the NFT.
To be eligible for this offer, you must (1) have a Binance.US account and successfully complete identity verification by the end of the offer period, and (2) have a Solana (SOL) hot wallet address. 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 OF THE ANNIVERSARY NFTS, AND BINANCE.US WILL HAVE NO ABILITY AND NO OBLIGATION TO DELIVER SUCH NFTS TO YOU. IF YOU ARE UNWILLING TO SATISFY THE ELIGIBILITY CRITERIA TO RECEIVE THE ANNIVERSARY NFTS, DO NOT CLAIM THE ANNIVERSARY NFTS.
- NFT Redemption
Binance.US is not responsible if the drop of the Anniversary NFTs is delayed, postponed or canceled for any reason, if the Anniversary 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 Anniversary NFTs or failure to pass Binance.US’ identity verification) in which event your Anniversary NFTs may be forfeited in their entirety and no substitution will be provided except as in Binance.US’ sole discretion.
- 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 Anniversary NFT in any way, including by modifying any of the shapes, designs, drawings, attributes, or color schemes; (b) use any Anniversary NFT to advertise, market, or sell any product or service; (c) use the Anniversary 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 Anniversary NFT; (e) attempt to trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the Anniversary NFT; or (f) utilize the Anniversary NFT for your or any third party’s commercial benefit.
- 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 NFTs only for lawful purposes and in accordance with this Agreement, and (c) that you will not use your NFTs 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 ANNIVERSARY 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 ANNIVERSARY 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 this Agreement, (ii) your ownership of the Anniversary NFTs, (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 Anniversary NFTs; or (vi) any misrepresentation made by you.
- 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 email@example.com.
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.
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.
- 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.
Binance.US reserves the right, in its sole discretion, to cancel, terminate, modify, extend or suspend the offer of the Anniversary NFTs should viruses, bugs, non-authorized human intervention, cheating, fraud or other causes beyond its control corrupt or affect the administration, security, fairness or proper conduct of the Offer.