RELEASE AND NON-DISPARAGEMENT AGREEMENT This Release and Non-Disparagement Agreement (this “Agreement”) is entered into on [ ] by and between [ ] (the “User”), a [ ] individual with Driving License Number [ ], and Binance Group (“Binance”), including all operational entities, affiliates and personnel of Binance.com. PURPOSE The “release” is intended to effect the termination of any obligations and liabilities by Binance as hereinafter designated. The “non-disparagement” is intended to effect an enforceable prohibition of disparagement of Binance by the User as described herein. The parties are advised to seek independent legal counsel with respect to entering into this Agreement. RECITALS WHEREAS, the User is using Binance.com (the “Platform”) and may have been affected by some adverse events (the “Event”) which was unexpected by Binance during the User’s use of the Platform; WHEREAS, the User submitted his claim for indemnification to Binance on [ ]; WHEREAS, based on friendly negotiation between the parties, Binance intends to indemnify the User certain amount of [ ] (the “Indemnity”); WHEREAS, the User intends to accept the Indemnity; WHEREAS, under the terms and conditions set forth herein, the User intends further, on his/her own behalf and for any of his/her heirs and assigns, to expressly release Binance inclusive of any of Binance’s heirs and assigns, as well as any of its affiliates, from all liability for claims and/or demands; WHEREAS, the User recognizes that by the execution of the non-disparagement terms and conditions contained in this Agreement, he/she is agreeing on his/her own behalf and for any of his/her heirs and assigns, from engaging in any disparagement of him/her in respect of Binance, under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the promises and the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. RELEASE Subject to Section 3 below, the User does hereby release, cancel, forgive and forever discharge, Binance and each of its predecessors, parent corporations, holding companies, subsidiaries, affiliates, divisions, heirs, successors and assigns, and all of their officers, directors, consultants, attorneys, agents, auditors, and employees from all actions, claims, demands, damages, obligations, liabilities, complaints, controversies, causes of action, rights, demands, debts, damages, accountings and executions, of any kind or nature whatsoever, at law or in equity, whether known or unknown, asserted or not asserted, whether suspected or not, until this day of the execution of the Agreement. And the User does specifically waive any claim or right to assert any cause of action or alleged case of action or claim or demand which has, through oversight or error intentionally or unintentionally or through a mutual mistake, been omitted from the release provisions of this Agreement. 2. NON-DISPARAGEMENT Subject to Section 3 below, the User agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of Binance, the Platform, any of its affiliates, its employees, directors, officers, attorneys, consultants, or agents relating to or arising out of the Event. The User acknowledges and agrees that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and clients. The User further covenants to observe foregoing non-disparagement obligation as from the execution hereof. 3. PROMISE TO PAY In full consideration of the User’s covenants of release and non-disparagement and all other obligations as set forth herein, Binance shall pay to the User the amount of [ ] (the “Amount of Indemnity”). Such Amount of Indemnity covers all monetary remedies of any kind relating to the User in connection with Binance, including but not limited to, equitable adjustments, interest, and other remedies requested in the negotiation of the parties. Subject to the conditions of this Agreement, within [ ] ([ ]) days from the date hereof, Binance, from the Binance Account [ ], shall pay the full Amount of Indemnity to the following account designated by the User: Account Name: [ ] Account Address: [ ] 4. REPRESENTATIONS AND WARRANTIES The User hereby represents and warrants to Binance as of the date of this Agreement as follows: a) As an individual, the User has reached eighteen (18) years old and has the legal capability, power and authority to execute, deliver and perform this Agreement. This Agreement has been duly executed and delivered by the User and constitutes valid and legally binding obligations of the User, enforceable against the User in accordance with its terms. b) The User has never made any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of Binance, its employees, directors, officers, attorneys, consultants, or agents. c) The User has not filed or otherwise commenced any legal, quasi-judicial or administrative action against Binance in relation to the Event. 5. CONDITIONS OF PAYMENT The obligation of Binance to pay the Amount of Indemnity pursuant to Section 3 is subject to the fulfillment of each of the conditions (the “Conditions”) below: a) the User has been constantly performing his/her obligations and covenants hereunder before the payment of Binance; b) each of the representations and warranties set forth in Section 4 has been correct, accurate, complete and non-misleading before the payment of Binance. For the avoidance of doubt, the User acknowledges and agrees that Binance reserves the rights to halt the payment of the Indemnity or take other actions against the User for any and all actual or consequential damages in connection with the User’s noncompliance with the Agreement. 6. NO ADMISSION OF LIABILITY This Agreement shall not be admissible in any proceeding as evidence of liability or wrongdoing on the part of either party. However, this Agreement may be introduced in any proceeding instituted to enforce its terms. 7. CONFIDENTIALITY a) The terms and conditions of this Agreement, any and all relevant communications and any transactions contemplated hereby (collectively, the “Terms”), including their existence, shall be considered confidential information and shall not be disclosed by either party hereto to any third party without the consent of the other party. For clarity, the User acknowledges and agrees not to make any disclosure of the Terms through, including, but not limited to, social media (Facebook, Twitter, etc.) or any other media channels. b) The provisions of this Section 7 shall survive the termination of this Agreement and shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the parties with respect to the transactions contemplated hereby. 8. REASONABLE ESTIMATE OF DAMAGES The parties recognize the difficulty in ascertaining damages resulting from any wrongful breaches of this Agreement by the User, and agree to liquidated damages which represent their reasonable estimate of the damage which Binance may incur. The User acknowledges and agrees to pay Binance, as liquidated damages (and not as a penalty), an amount equal to the Indemnity, multiplied by ten (10) or to the maximum extent permitted by applicable law, in the event of the User’s breach of Sections 1, 2, 4 and 7 of this Agreement. 9. BINDING EFFECT This Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, successors, assigns and personal representatives. 10. NON-ASSIGNMENT A party’s rights and/or obligations under this Agreement may not be assigned without the express written consent of the other party, which consent may be given only in accordance with applicable law and regulation. 11. INTEGRATION This Agreement is entered into by each of the parties without reliance upon any statement, representation, warranty, promise, inducement, or agreement not expressly contained herein. This Agreement constitutes the entire agreement between the parties concerning the aforesaid release of claims and non-disparagement. 12. SEVERABILITY If any portions of this Agreement are held invalid and unenforceable, all remaining portions shall nevertheless remain valid and enforceable, to the extent they can be given effect without the invalid portions. 13. GOVERNING LAW AND DISPUTE RESOLUTION a) This Agreement shall be construed under and in accordance with the laws of Singapore. b) Either party may submit any dispute relating to or arising from this Agreement for final, binding resolution by arbitration under the arbitration rules of the Singapore International Arbitration Centre (SIAC), which are deemed to be incorporated by reference. The arbitration tribunal shall consist of a sole arbitrator to be appointed by the President of SIAC. The language of the arbitration shall be English and the seat, or legal place, of arbitration shall be Singapore. Judgment on any arbitral award may be entered in any court having jurisdiction over the party (or the assets of the party) due and owing such award. c) Either party may instead choose to assert the claims in the Small Claims Tribunals of Singapore (SCT) if the claims fall within the jurisdiction of the SCT, and either party may seek injunctive relief or other urgent equitable relief in a court of competent jurisdiction. However, for the avoidance of doubt, where the claims fall outside of the jurisdiction of the SCT, the claims will be referred to and finally resolved by SIAC arbitration. 14. COUNTERPARTS This Agreement may be executed in multiple duplicate counterparts, each of which shall be deemed an original agreement and all of which shall constitute one and the same agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature (including portable document format or PDF) by either of the parties or any of the signatories, and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile, as if the original had been received. [The remainder is intentionally left blank. Signatures appear on the following page.] IN WITNESS WHEREOF, the parties hereto have executed this Release and Non- Disparagement Agreement on the date written above. Binance Group User ____________________________ ____________________________ By: [ ] By [ ] Title: [ ] Driving License Number: [ ] Date: [ ] Date: [ ]
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