SECURITIES AND EXCHANGE COMMISSION v. BINANCE HOLDINGS LIMITED et al Document 17: Declaration, Attachment 14

District Of Columbia District Court
Case No. 1:23-cv-01599-ABJ-ZMF
Filed June 6, 2023

DECLARATION by SECURITIES AND EXCHANGE COMMISSION re [8] MOTION for Leave to File Excess Pages filed by SECURITIES AND EXCHANGE COMMISSION. (Attachments: # (1) Exhibit A-33, # (2) Exhibit A-34, # (3) Exhibit A-35, # (4) Exhibit A-36, # (5) Exhibit A-37, # (6) Exhibit A-38, # (7) Exhibit A-39, # (8) Exhibit A-40, # (9) Exhibit A-41, # (10) Exhibit A-42, # (11) Exhibit A-43, # (12) Exhibit A-44, # (13) Exhibit A-45, # (14) Exhibit A-46, # (15) Exhibit A-47, # (16) Exhibit A-48)(Scarlato, Matthew)

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Page 1 EXHIBIT A-46
Page 2 DocuSign Envelope ID: 773F0C36-1041-439C-8A69-452EAD5B52DB

MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT (this "Agreement") is entered into as of
January 7, 2020 (the "Effective Date") by and between BAM Trading Services Inc. on behalf of
itself and its Affiliates ("BAM TRADING") and Binance Holdings Limited, a company
incorporated under the Laws of the Cayman Islands ("BINANCE"). As used in this Agreement,
"Party" means either BAM TRADING, on the one hand, or BINANCE, on the other hand, as
appropriate, and "Parties" means BAM TRADING and BINANCE, collectively.
WHEREAS, BINANCE owns a digital currency trading platform which operates in
multiple countries;
WHEREAS, concurrently with the execution of this Agreement, the Parties have entered
into that certain Software License Agreement (the "License Agreement") pursuant to which
BINANCE granted BAM TRADING, a strategic partner ofBINANCE, a license to the Licensed
Software in order to operate a digital currency trading platform for the U.S. market;
WHEREAS, BAM TRADING desires for BINANCE to host the Licensed Software,
provide BAM TRADING and End Users access to and use of the Licensed Software in the
hosted environment, and maintain, support, and develop and implement BAM TRADING specific enhancements to, the Licensed Software; and
WHEREAS, BINANCE desires to provide such services in accordance with the tenns of
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:
1.
DEFINITIONS
Capitalized terms used in this Agreement will have the meanings set forth below.
Affiliate
means, with respect to any Party, any Person that directly, or
indirectly through one or more intermediaries, Controls, or is
Controlled by, or is under common Control with, such Party,
whether such Person is now in existence or hereafter formed.
The term "Control" and its derivatives means any of ( 1) the
possession, direct or indirect, of the power to direct or cause the
management and policies of a Person and (2) ownership of more
than 50 percent of the capital stock of a Person or, in the case of a
non-corporate Person, an equivalent interest.
Applicable Law
means (regardless of jurisdiction) any applicable (1) federal,
national, state and local laws, ordinances, regulations, orders,
statutory instrument, rules, treaties, codes of practice, guidance
notes, policy statements, customary laws, decrees, injunctions, or
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judgments and (2) rnling, declaration, regulation, requirement,
request or interpretation issued by any (or any quasi-) regulatory,
judicial, administrative or governmental body or person.
Center
has the meaning set forth in Section 12.7.
Confidential
Information
has the meaning set forth in Section 6. 1.
Custom Enhancements
has the meaning set forth in Section 5.1.
Deliverables
means the Licensed Software, Documentation, and any other
materials provided or made accessible to BAM TRADING by
BINANCE under this Agreement.
Development Services
has the meaning set forth in Section 5.1.
Dispute
has the meaning set forth in Section 12.7.
Documentation
means all documentation and supportive literature which explains
the use or operation of, or otherwise relates to, the Licensed
Software, including all proprietary user or operating manuals,
brochures or electronic text.
DR Plan
has the meaning set forth in Section 9.
Electronic Message
means any communication made ( 1) by telephone, email or other
computer or electronic initiated transmission, (2) by any other
telegraphically transmitted means, or (3) otherwise over any
distance other than by physical delivery.
End Users
means BAM TRADING's employees, customers, agents,
contractors, and other third parties authorized by BAM
TRADING to access and use the Licensed Software.
Enhancement Request
has the meaning set forth in Section 5.1.
Enhancement Work
Order
has the meaning set forth in Section 5.1.
Hosting Environment
means equipment, software and other infrastructure controlled or
maintained by BINANCE that is used to host the Licensed
Software.
Hosting Services
has the meaning set forth in Section 4.1.
Industry Standards
means the best practices exercised by Persons who host, operate
and/or maintain digital currency exchanges or financial services
platforms.
Intellectual Property
Rights
means all past, present, and future rights of the following types,
which may exist or be created under the Applicable Laws of any
jurisdiction in the world: ( 1) rights associated with works of
authorship, including exclusive exploitation rights, copyrights,
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moral rights, and mask work rights; (2) trademark and trade name
rights and similar rights; (3) trade secret rights; (4) patents and
industrial property rights; (5) other proprietary rights in
intellectual property of every kind and nature; and ( 6) rights in or
relating to registrations, renewals, extensions, combinations,
divisions, and reissues of, and applications for, any of the rights
referred to in subsections (1) through (5) of this sentence.
2.
License Agreement
has the meaning set forth in the recitals.
Licensed Software
has the meaning set forth in the License Agreement.
Afaintenance Changes
means ( 1) changes, bug fixes, updates, upgrades and
enhancements to existing functionality of the Licensed Software
to facilitate improvement in terms of efficiency and/or
performance of the Licensed Software and (2) new releases of the
Licensed Software.
1\Jalware
has the meaning set forth in Section 7.2(J).
Person
means an individual, partnership, corporation, limited liability
company, unincorporated organization, association, trust, joint
venture, joint stock company, a governmental agency ( or political
subdivision thereof) or any other entity.
Platform
means the Licensed Software as hosted by BINANCE in the
Hosted Environment.
Rules
has the meaning set forth in Section 12.7.
Services
means the Development Services, Hosting Services and Support
Services.
Support Services
has the meaning set forth in Section 4.2.
Term
has the meaning set forth in Section 2.
TERM
The term of this Agreement will commence on the Effective Date and continue until it is
tenninated in accordance with the provisions of Section 10 (the "Tem1").
3.
ACCESS AND USE
Commencing on the Effective Date and continuing throughout the Term, BINANCE will
provide BAM TRADING and the End Users with browser-based access to the Licensed
Software through an Internet connection meeting or exceeding the requirements set forth in
Exhibit A. There will be no limitation on the number of End Users who may access the Licensed
Software in the Hosting Environment, including concurrent End Users.
4.
HOSTING AND SUPPORT SERVICES
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4.Hosting Services. BINANCE's obligations with respect to the hosting of the
Licensed Software include the services described in Exhibit A, as well as any services, functions
or responsibilities reasonably required for the proper provision of such services in accordance
with Industry Standards (collectively, the "Hosting Services").
4.Maintenance and Support Services. BINANCE's obligations with respect to
maintenance and support of the Licensed Software include the services described in Exhibit A,
as well as any services, functions or responsibilities reasonably required for the proper provision
of such services in accordance with Industry Standards (collectively, the "Support Services")
BINANCE will make available to BAM TRADING or, at the request of BAM TRADING,
implement on the Platform, (A) Maintenance Changes and updated Documentation relating
thereto at the same time as BINANCE makes such changes available to other users of the
Licensed Software, and (B) Custom Enhancements and updated Documentation relating thereto
within to days after acceptance thereof by BAM TRADING, unless a different time frame is
agreed by the Parties in writing.
5.
DEVELOPMENT SERVICES
5.Enhancement Requests. BAM TRADING may, from time to time during the
Term, request that BINANCE perform services ("Development Services") to develop
enhancements to the Licensed Software to implement BAM TRADING'S requirements (such
enhancements, "Custom Enhancements"). IfBAM TRADING desires for BINANCE to
implement a Custom Enhancement, BAM TRADING will submit a request that describes the
requested features, functionality and timing for development and implementation of the Custom
Enhancement (each, an "Enhancement Request"). Within 10 business days following receipt of
an Enhancement Request, BINANCE will provide BAM TRADING with a proposal for Custom
Enhancement, the schedule for when and how such Enhancement will be implemented, and other
relevant information, substantially in the form of Exhibit B (each, an "Enhancement Work
Order"). BINANCE will commence development of the Custom Enhancement promptly
following the Parties' agreement on and execution of the applicable Enhancement Work Order.
Custom Enhancements will be developed at no cost to BAM TRADING.
5.Review and Acceptance. All Custom Enhancements will be subject to BAM
TRADING's review and testing during the applicable acceptance period set forth in the
Enhancement Work Order, in order to confinn that such Custom Enhancements confonn to the
acceptance criteria identified in the applicable Enhancement Work Order, if any. IfBAM
TRADING identifies nonconformities in any Custom Enhancements, BAM TRADING will
notify BINANCE and provide a description of such nonconformity. BINANCE will correct the
nonconforming Custom Enhancement and cause it to comply with the relevant acceptance
criteria promptly following BINANCE's receipt of the notice of nonconformity. The acceptance
process will be repeated until the Custom Enhancement is accepted by BAM TRADING.
6.
CONFIDENTIALITY
6.General. BINANCE and BAM TRADING each acknowledge that they may be
furnished with, receive or otherwise have access to information of or concerning the other Party
that such Party considers to be confidential, a trade secret or otherwise restricted. As used in this
Agreement, "Confidential Information" will mean all information, in any form, furnished or
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made available directly or indirectly by one Party to the other under this Agreement which is
marked confidential, restricted, or with a similar designation, or that, based on the type or nature
of the infonnation and the circumstances of disclosure, should reasonably be understood by the
receiving Party to be confidential or proprietary.
6.
Obligations.
(A)
Subject to the licenses granted to BAM TRADING in the License
Agreement, BAM TRADING and BINANCE will each (1) hold Confidential Infonnation
received from the other Party in confidence and, except as expressly permitted by Section 6.2(B)
or Section 6.2(C), or by the express, prior written approval of the disclosing Party in each
instance, which approval may be withheld or granted by the disclosing Party in its sole
discretion, not provide, disseminate, sell, assign, lease, transfer or otherwise dispose of, disclose
to or make available any Confidential Information of the disclosing Party to any third party, (2)
use the Confidential Information of the other Party only for performing its obligations or
exercising its rights under this Agreement, and (3) use at least the same degree of care as it
employs to avoid unauthorized disclosure of its own information, but in any event no less than
commercially reasonable efforts, to prevent disclosing to third parties the Confidential
Infonnation of the other Party.
(B)
Subject to the licenses granted to BAM TRADING in the License
Agreement, each Party may disclose Confidential Information of the other Party to its
employees, directors, attorneys, auditors, accountants, and subcontractors, provided that ( 1) the
recipient has a need to know the Confidential Information for purposes of performing his or her
obligations under or with respect to this Agreement or as otherwise naturally occurs in such
person's scope ofresponsibility and (2) such disclosure is made pursuant to obligations of
confidentiality that are no less stringent than those set forth in this Section 6.2.
(C)
A Party may disclose Confidential Information of the other Party under
compulsion of legal process by a court of competent jurisdiction or Applicable Law, provided
that, promptly upon receiving any such request and to the extent that it may legally do so, such
Party advises the other Party of the request prior to making such disclosure in order that the other
Party may interpose an objection to such disclosure, take action to assure confidential handling
of the Confidential Information, or take such other action as it deems appropriate to protect the
Confidential Information.
(D)
Upon a Party's request at any time and upon the termination of this
Agreement for any reason, the other Party will return or destroy, as such Party may direct, all
material in any medium that contains the Confidential Information of such Party.
6.Exclusions. Section 6.2 will not apply to any particular infom1ation that the
receiving Party can demonstrate: (A) was, at the time of disclosure to it, in the public domain;
(B) after disclosure to it, was published or otherwise became part of the public domain through
no fault of the receiving Party; (C) was in the possession of the receiving Party at the time of
disclosure to it without any obligation of to restrict its further use or disclosure; (D) was received
after disclosure to it from a third party who had a lawful right to disclose such information to it
without any obligation to restrict its further use or disclosure; or (E) was independently
developed by the receiving Party without reference to Confidential Information of the furnishing
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Party.
7.
REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS
7.
Mutual Representations and Warranties. Each Party represents and warrants that:
(A)
it is duly incorporated or organized, validly existing and in good standing
under the laws of the state or country of its incorporation or organization; and
(B)
it has all requisite corporate power and authority to execute, deliver and
perform its obligations under this Agreement, and it has duly authorized the execution, delivery
and performance of this Agreement.
7.Additional BINANCE Representations, Warranties and Covenants. BINANCE
represents, warrants and covenants that:
(A)
the execution, delivery and performance of this Agreement by BINANCE
will not conflict with, result in a breach of, or constitute a default under any other agreement to
which BINANCE is a party or by which BINANCE is bound;
(B)
BINANCE will provide the Services with promptness, diligence and in a
professional manner, in accordance with the practices and professional standards used in wellmanaged operations performing services similar to the Services, and BINANCE will use
adequate numbers of qualified individuals with suitable training, education, experience and skill
to perform the Services;
(C)
BINANCE will maintain the equipment in the Hosting Environment so
that such equipment operates in accordance with its specifications, including: (]) maintaining
equipment in good operating condition, subject to normal wear and tear and (2) undertaking
repairs and preventive maintenance on equipment in accordance with the applicable
manufacturer's recommendations;
(D)
the Services and the Hosting Environment comply with, and will, for the
duration of the Term, comply with, the provisions, descriptions, and representations (including
performance capabilities, accuracy, completeness, characteristics, specifications, configurations,
standards, functions and requirements) which are contained in the Documentation;
(E)
BINANCE is in compliance with, and will, for the duration of the Term,
comply with, all Applicable Laws governing BINANCE's obligations under this Agreement, and
has obtained and BINANCE will maintain all applicable permits and licenses required of
BINANCE in connection with its obligations under this Agreement;
(F)
the Platform is in compliance with, and BINANCE will, for the duration
of the Term, maintain the Platform so that it complies with, all Applicable Laws, and in a manner
so as not to cause BAM TRADING to be in violation of any Applicable Laws;
(G)
there is no outstanding litigation, arbitrated matter or other dispute to
which BINANCE is a party which, if decided unfavorably to BINANCE, would reasonably be
expected to have a material adverse effect on BINANCE's ability to fulfill its obligations under
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this Agreement;
(H)
the Services and Platform do not and will not, for the duration of the
Term, infringe or misappropriate any third party's Intellectual Property Rights;
(I)
BTNANCE will promptly notify BAM TRADTNG ifBTNANCE learns of
any claim, pending or threatened, or any fact upon which a claim could be made, that asserts that
the Services or Platform may infringe upon any third party's Intellectual Property Rights;
(J)
BINANCE will ensure that no viruses, Trojan horses, wonns, spyware,
back doors, email bombs, malicious code or similar items (collectively, "Malware") is coded or
introduced by BJNANCE into the Platfonn or BAM TRADJNG's systems, and will use best
efforts to prevent Malware from being introduced by third parties into the Platform or BAM
TRADING's systems. In the event that any Malware is detected by BINANCE, BINANCE will
promptly remove, and mitigate the effects of, the Malware and restore any affected data; and
(K)
the Platform does not include any code that is designed and intended to
disable or otherwise shut down all or any portion of Platform, and BINANCE will ensure that no
such code is coded or introduced into the Platform or BAM TRADING's systems.
7.Disclaimer. EXCEPT AS SPECIFIED IN THIS AGREEMENT, THE LICENSE
AGREEMENT AND THE DOCUMENTATION, NEITHER PARTY MAKES ANY OTHER
WARRANTIES, AND EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8.
LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO DAMAGES ARISING FROM BREACH OF SECTION
6 OR SECTION 7, AND A PARTY'S FRAUD, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING
BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), WILL A
PARTY BE LIABLE FOR INDIRECT OR CONSEQUENTIAL EXEMPLARY PUNITIVE
'
'
OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
9.
DISASTER RECOVERY AND BUSINESS CONTINUITY
BINANCE will have and maintain a disaster recovery and business continuity plan ("DR
Plan") for each data center that it uses to provide the Hosting Services. The DR Plans will
permit BINANCE to reinstate the impacted Services as promptly as possible, and in any case in
accordance with Industry Standard recovery time objectives and recovery point objectives.
Unless otherwise agreed by the Parties in writing, BINANCE will test the operability of each DR
Plan at least once during each 12-month period during the Term and will promptly thereafter
provide the results of each test to BAM TRADING. BINANCE will implement the applicable
DR Plan upon the occurrence of a disaster.
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10.
TERMINATION
10.1 Termination by BAM TRADING. BAM TRADING may terminate this
Agreement upon a notice to BINANCE.
Termination by BTNANCE. BTNANCE may only tenninate this Agreement if
required by Applicable Law or BAM TRADING materially breaches its obligations hereunder
and fails to cure such material breach within 60 days of its receipt of notice from BIN AN CE of
such material breach.
10.
10.3 Effect of Termination. Upon termination of this Agreement, BAM TRADING
will cease use of the Platform (provided that such tennination will not affect BAM TRADING's
license to the Licensed Software under the License Agreement) and BINANCE will promptly
provide to BAM TRADING a copy of the BAM TRADING and End User data residing in the
Platform (including any backup data) in the format reasonably specified by BAM TRADING.
10.4 Survival. The provisions of Section 1, Section 6, Section 8, Section l 0.3, this
Section 10.4, Section 11, and Section 12, as well as any other provision of this Agreement that
contemplates performance or observance subsequent to termination or expiration of this
Agreement will survive termination of this Agreement and continue in full force and effect.
11.
NOTICES
All notices given hereunder will be signed by or on behalf of the Party giving them and
given by sending the same by (A) prepaid recognized commercial courier (e.g., DHL), or (B) an
Electronic Message confinned by a signed copy sent that same business day by prepaid first
class post (e.g., United States mail) or by prepaid commercial courier. Any notice sent by post
or by prepaid commercial courier as provided in this Section ] 0 will be deemed to have been
given five business days after being sent and any notice sent by email shall be deemed to have
been given upon dispatching if confirmation of transmission is received. Evidence that the
notice was properly addressed, stamped and posted shall be presumptive evidence of posting. A
notice received outside business hours (9:30 a.m. to 4:00 p.m. Pacific time on a business day)
will be considered received when business hours resume. All notices to the Parties will be
validly sent to the relevant address set out above. Notices given hereunder may be given in such
manner as the sender and the recipient may agree in writing from time to time.
12.
MISCELLANEOUS
12.1 Counterparts. This Agreement may be executed in multiple counterparts, each of
which will be deemed an original but all of which taken together will constitute one and the same
instrument.
12.2 Amendment. Any amendment to this Agreement must be agreed in writing and
be signed by all the Parties. Unless otherwise agreed, an amendment will not affect any legal
rights or obligations which may already have arisen.
12.3 Binding Nature and Assignment. This Agreement will be binding on and will
inure to the benefit of the Parties and each of their successors and assigns. Neither Party may, or
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will have the power to, assign this Agreement without the prior written consent of the other,
except that BAM TRADING may assign its rights and obligations under this Agreement without
the approval of BINANCE, to an entity that acquires all or substantially all of the assets of BAM
TRADING, to an Affiliate, or to a successor in a merger or acquisition of BAM TRADING
12.4 Entire Agreement. This Agreement, including all Exhibits attached hereto and
any Enhancement Work Orders entered into hereunder, constitutes the entire agreement of the
Parties. If any provision herein is determined to be void or unenforceable in whole or in part for
any reason whatsoever, such unenforceability or invalidity will not affect the enforceability or
validity of the remaining provisions or parts contained in this Agreement and such void or
enforceable provisions will be deemed to be severable from any other provisions or parts herein
contained.
12.5 Interpretation. In this Agreement, unless the context otherwise requires, (A)
words importing the singular shall include the plural and vice versa and words importing the
masculine gender shall include the feminine and the neuter and vice versa; (B) references to
Sections and Exhibits are to Sections of and Exhibits to, this Agreement; (C) a reference to
"including" means including without limiting the generality of any description preceding such
term and any general statement followed by or referable to an enumeration of specific matters
shall not be limited to matters similar to those specifically mentioned; (D) references to any
enactment shall be deemed to include references to such enactment as re-enacted, amended,
supplemented, restated or extended from time to time; and (E) where any expression is defined
or the interpretation of it is set out herein, other parts of speech of such expression shall have a
corresponding meaning References to and the use of the word "days" will mean calendar days,
unless otherwise specified. The Section headings are used for convenience only and will not
affect the construction or interpretation of this Agreement. The Exhibits form part of this
Agreement and will have the same force and effect as if they were expressly set out in the body
of this Agreement and any reference to this Agreement will include the Exhibits.
12.6 Governing Law. The validity, interpretation, construction and performance of
this Agreement will be governed by the laws of the State of New York without regard to the
choice of law principles thereof.
12.7 Arbitration. Without limiting the right of a Party to seek specific performance,
injunctive relief or any other equitable remedy in connection with any alleged breach of Section
5, any dispute, controversy or claim arising out of or relating to this Agreement or its subject
matter (including a dispute regarding the existence, validity, formation, effect, interpretation,
performance or tennination of this Agreement) (each, a "Dispute") will be finally settled by
arbitration. The place of arbitration will be Hong Kong, and the arbitration will be administered
by the Hong Kong International Arbitration Centre (the "Center") in accordance with the
Center's Administered Arbitration Rules in force when the notice of arbitration is submitted (the
"Rules"). The arbitration will be decided by a tribunal of three arbitrators to be appointed in
accordance with the Rules. Arbitration proceedings (including any arbitral award rendered) will
be in English. The tribunal will decide any dispute submitted by the Parties strictly in
accordance with the substantive law of the State of New York and will not apply any other
substantive law. Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent
to the commencement of arbitration of any existing Dispute(s) will be resolved by the tribunal
already appointed to hear the existing Dispute(s). The award of the arbitration tribunal will be
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final and conclusive and binding upon the Parties as from the date rendered. Judgment upon any
award may be entered and enforced in any court having jurisdiction over a party or any of its
assets. For the purpose of enforcing this agreement to arbitrate, the Parties irrevocably and
unconditionally submit to the jurisdiction of the courts of Hong Kong and waive any defenses to
such enforcement based on lack of personal jurisdiction or inconvenient forum. For the purpose
of enforcement of an award, the Parties irrevocably and unconditionally waive any defense of
inconvenient forum in any court of competent jurisdiction.
12.8 Equitable Remedies. Each Party acknowledges that, in the event it breaches (or
attempts or threatens to breach) its obligations provided in Section 6 or if BINANCE breaches
(or attempts or threatens to breach) its obligations under Section 10.3, the other Party may be
irreparably harmed. In such a circumstance, the non-breaching Party may proceed directly to
court. If a court of competent jurisdiction should find that a Party has breached ( or attempted or
threatened to breach) any such obligations, the breaching Party agrees that, without any
additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose
the entry of an appropriate order compelling its performance and restraining it from any further
breaches (or attempted or threatened breaches).
12.9 Waiver of Default. No waiver by any Party of any of the provisions of this
Agreement will be effective unless explicitly set forth in writing and signed by the Party so
waiving. No waiver by any Party will operate or be construed as a waiver in respect of any
failure, breach or default not expressly identified by such written waiver, whether of a similar or
different character, and whether occurring before or after that waiver. No failure to exercise, or
delay in exercising, any right, remedy, power or privilege arising from this Agreement will
operate or be construed as a waiver thereof, nor will any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.
12.10 Export Controls. The Parties acknowledge that the Deliverables may be subject
to export controls under the Applicable Laws of the United States and other countries. Without
limiting the Parties' other obligations under this Agreement, neither Party will export or reexport any such items or any direct product thereof or undertake any transaction in violation of
any Applicable Laws. BTNANCE will be responsible for, and will coordinate and oversee,
compliance with such Applicable Laws in respect of such items exported or imported hereunder.
12.11 Relationship of Parties. BINAN CE, in furnishing the Services, is acting as an
independent contractor, and BINANCE has the sole right and obligation to supervise, manage,
contract, direct, procure, perform or cause to be performed, all Services to be performed by
BINANCE under this Agreement. BINANCE is not an agent of BAM TRADING and has no
authority to represent BAM TRADING as to any matters, except as expressly authorized in this
Agreement.
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IN WITNESS WHEREOF, BAM TRADING and BINANCE have each caused this
Agreement to be signed and delivered by its duly authorized officer, all as of the Effective Date.
BAM TRADING SERVICES INC.
BINA~CE HOLDINGS LIMITED
!/DocuSigned by:
~~~,~
Catherine Coley
Changpeng Zhao
Name
Name
CEO
1/7/
CEO
1/7/
Title
Date
Title
Date
FOIA CONFIDENTIAL TREATMENT REQUESTED BY BAM
BTS00039036
Page 13 DocuSign Envelope ID: 773F0C36-1041-439C-8A69-452EAD5B52DB

Exhibit A
Hosting and Support Services
1.
HOSTING SERVICES
1.Access Requirements. The Licensed Software should be accessible worldwide
by visitors using all major desktop, mobile web or API clients.
1.Hosting Services. BINANCE's obligations under this Agreement will include
the following:
#
Service, Function or Responsibility
Hosting and Availability
(A)
Provide and maintain all resources and services required to host the Licensed
Software in accordance with the requirements of this Agreement and Industry
Standards.
(B)
Provide notice to BAM TRADING of any changes to the Hosting Environment that
may have an adverse impact on BAM TRADING's use of the Platform.
(C)
Provide one production environment and one staging environment
(D)
Implement and maintain physical access controls for the Hosting Services that
comply with Industry Standards.
(E)
Use best efforts to make the Platform available and functioning in accordance with
its intended use to BAM TRADING and End Users on a 24 x 7 basis, 365 days each
year, excluding scheduled maintenance windows.
(F)
Implement and maintain automated monitoring of Platform availability, response
times for transactions on the Platform, and automatic alarming and notification of
intrusion activities.
(G)
Notify BAM TRADING and End Users of unavailability of the Platform or material
components thereof, and issues with transaction response times as soon as such
issues are discovered by providing notice on the Platform, and notify BAM
TRADING by telephone of any outages of the Platfonn. Notify BAM TRADING
as soon as availability of the Platform resumes.
(H)
Provide industry-standard full data backup and recovery for BAM TRADING and
End User data stored on the Platform and send copies of data to an off-site facility.
User Access
(I)
Provide a process for the establishment of accounts on the platform for End Users.
(J)
Provide access to the Licensed Software in the hosting environment to BAM
TRADING and End Users on a 24 x 7 basis, 365 days each year.
l
FOIA CONFIDENTIAL TREATMENT REQUESTED BY BAM
BTS00039037
Page 14 DocuSign Envelope ID: 773F0C36-1041-439C-8A69-452EAD5B52DB

2.
SUPPORT SERVICES
#
Service, Function or Responsibility
Maintenance Services
(A)
Perform preventive and remedial maintenance on the equipment and software in the
Hosting Environment in accordance with Industry Standards to ensure availability
of the Platform.
(B)
Notify BAM TRADING of the maintenance windows for the Platform and in any
case schedule maintenance windows during time periods that will minimize impact
on End User access to and use of the Platform. Provide reasonable advance notice
to BAM TRADING if any Platform outages are expected to occur during a
maintenance window.
(C)
Provide to BAM TRADING all Maintenance Changes for the Licensed Software,
and implement such changes on the Platform only during scheduled maintenance
windows, provided that, if a Maintenance Change is comprised of a new version or
release of the Licensed Software, implement such Maintenance Change following
BAM TRADING' s written approval.
(D)
Support each version of the Licensed Software in accordance with the Agreement
for the duration such version is in use by BAM TRADING.
(E)
Perform testing on all Maintenance Changes prior to providing to BAM TRADING
or implementing in the production environment.
Support Desk
(F)
Provide multiple channels for BAM TRADING and End Users to submit inquiries
and report incidents and problems on a 24 x 7 basis, including telephone, website,
and email.
User Support
(G)
Respond to and resolve user inquiries regarding the Platform, such as issues with
system access, within Industry Standard time frames.
(H)
Provide training on the use and features of the Platform to BAM TRADING as
reasonably requested.
Incident Response and Resolution
(I)
For all incidents and problems that arise with respect to the Platform, proactively
triage and resolve the issue as soon as reasonably practicable (commensurate with
the severity of the issue) and in accordance with Industry Standard time frames.
(J)
Notify and update BAM TRADING on a periodic basis regarding the status of
resolution, with the frequency of such updates commensurate with the severity of
the issue.

FOIA CONFIDENTIAL TREATMENT REQUESTED BY BAM
BTS00039038
Page 15 DocuSign Envelope ID: 773F0C36-1041-439C-8A69-452EAD5B52DB

Exhibit B
Form of Enhancement Work Order
Enhancement Work Order
No. I_]
This Enhancement Work Order is entered into by and between BAM Trading Services
Inc. ("BAM TRADING") and Binance Holdings Limited ("BINANCE") and is hereby
incorporated into and made a part of that certain Master Services Agreement (the "Agreement"),
effective as of[_], 2020 by and between BAM TRADING and BINANCE. Unless otherwise
defined herein, all capitalized terms that are used in this Enhancement Work Order will have the
meanings given to such terms in the Agreement. The effective date of this Enhancement Work
Order is [ ], 2020.
1.
GENERAL INFORMATION
Description of
Custom
Enhancement:
Objective of
Custom
Enhancement:
Specific Services or
Features of
Licensed Software
affected by Custom
Enhancement:
BAM TRADING
Sponsor:
BINANCE
Sponsor:

FOIA CONFIDENTIAL TREATMENT REQUESTED BY BAM
BTS00039039
Page 16 DocuSign Envelope ID: 773F0C36-1041-439C-8A69-452EAD5B52DB

2.
LICENSOR RESOURCES
List below or attach list.
BINAl~CE personnel
assigned to project
(including location):
Level/Role
BINANCE
subcontractors that
will work on project (if
any):
Name
Level/Role
Location
Location
Nature of Services
Provided
List below or attach list.
3.
SCHEDULE
Project start
date:
Project
completion
date:
4.
DELIVERABLES
The deliverables applicable to this Enhancement Work Order are set forth below. The
deliverables will be subject to BAM TRADING's review and acceptance in accordance with
Section 5.2 of the Agreement.
Name of
Deliverable
Description
Milestone
/Due
Date
Acceptance Criteria
Acceptance
Period
(# days)

FOIA CONFIDENTIAL TREATMENT REQUESTED BY BAM
BTS00039040
Page 17 DocuSign Envelope ID: 773F0C36-1041-439C-8A69-452EAD5B52DB

5.
ADDITIONAL INFORMATION

FOIA CONFIDENTIAL TREATMENT REQUESTED BY BAM
BTS00039041
Page 18 DocuSign Envelope ID: 773F0C36-1041-439C-8A69-452EAD5B52DB

This Enhancement Work Order will become effective upon execution by both Parties
below and BINANCE will thereafter develop the Custom Enhancement in accordance with the
terms set forth herein. Any change to this Enhancement Work Order after it is approved must be
agreed by the Parties in a written amendment.
BAM TRADING SERVICES INC.
BINANCE HOLDINGS LIMITED
Signature
Signature
Name
Name
Title
Title
Date
Date

FOIA CONFIDENTIAL TREATMENT REQUESTED BY BAM
BTS00039042
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