Terms of Service for Ping Exchange

1. Introduction

These Terms of Service ("Terms") govern the use of the Ping Exchange platform (the "Platform"), a cryptocurrency exchange service (the “Services”).

By accessing and/or using the Services, you ("User" or "you") have read, understood, and accepted all of the following Terms and agree to be legally bound by these Terms, in their most recent version; You further represent and warrant that: (i) You are of legal age to enter into a binding agreement; and (ii) if You represent a corporation, governmental organization or other legal entity, You have the right, power and authority to enter into these Terms on behalf of such corporation, governmental organization or other legal entity and to legally bind it to these Terms.

Your access and/or use of the Services is contingent upon Your acceptance of these Terms.

The Company may amend these Terms at any time. Amendments will be effective 14 (fourteen) days after the modified terms and conditions have been posted on the Company’s website at  https://ping.exchange, except for amendments that relate to new features or made for legal reasons, which will become effective immediately. If You do not agree to such modified terms, You should discontinue Your use of the Services. If you have any questions or concerns regarding these Terms, please contact us at [email protected] or reach out to our helpdesk at https://ping.exchange/helpdesk.

2. Key Definitions

Capitalized terms not otherwise defined in these Terms will have the following meaning:

1. "Asset" means any Digital Asset.
2. "Digital Asset" means Bitcoin, Ether, Core and any other Digital Assets that may be traded via the Services.
3. "Digital Asset Account" means any Digital Asset address or account owned, controlled, or operated by you that is maintained outside of the Services, and is not owned, controlled, or operated by the Company.
4. "External Account" means any Financial Account or Digital Asset Account:
   1. from which you may load Assets into your Portal Account, and
   2. to which you may transfer Assets from your Portal Account.
5. "Financial Account" means any financial account of which you are the beneficial owner that is maintained by a third party outside of the Services, including, but not limited to third-party payment service accounts or accounts maintained by third-party financial institutions.
6. "Funds" means any Digital Asset.
7. "Portal Account" means a user account accessible via the Services where Assets may be held in custody by the Company on behalf of a user.
8. “Service” means the use of Ping Exchange, CorePass and Core blockchain.

3. Service jurisdiction

The Services are offered from different jurisdiction as follows:

• Trading services: Switzerland
• Custodian services: Slovakia, Bulgaria
• Wrapping services: Slovakia, Bulgaria

The name of the company offering the Services is not disclosed for security reasons.

4. CorePass

Users are required to use CorePass, a secure master key, for logging in and verifying their identities on the Platform. By using CorePass, you agree to its terms and conditions, which can be found on the CorePass website at  https://corepass.net.

5. Account Registration

To use the Platform, you must create an account by providing accurate, current, and complete information as requested during the registration process. You are responsible for maintaining the confidentiality of your account access and for all activities that occur under your account. You must promptly notify Ping Exchange of any unauthorized use of your account. Ping Exchange maintains the prerogative to reject any account registration that fails to align with applicable legal obligations or the provisions of these terms and conditions.

6. Personal Data and Privacy

Ping Exchange requests personal information from the CorePass application. In doing so, Ping Exchange pays the user for the data which becomes the property of Ping Exchange limited only to the provided data. Upon user approval, this information is stored in the Ping Exchange vault and subsequently sealed. A hash of this data is created, which cannot be decrypted, along with boolean values. This data is stored in a database for regulation purposes to ensure that we can verify certain procedures and adhere to all compliance acts. By using the Platform, you acknowledge and agree to this data handling process.

7. Restrictions

At the present moment, we are serving only customers who are the sole beneficial owner proprietors and have completed Form A. Entities will be allowed to register in the next future.

8. Prohibited Activities

Users are strictly prohibited from engaging in the following activities:

1. Manipulating the Platform.
2. Engaging in fraudulent, illegal, or malicious activities.
3. Violating any applicable laws, regulations, or industry standards.
4. Accessing or attempting to access other users' accounts without their consent.

9. Risk Disclosure

Trading cryptocurrencies involves significant risk and may not be suitable for all users. You acknowledge that you are aware of the risks associated with trading cryptocurrencies and accept full responsibility for any losses or damages incurred as a result of your own use of the Platform. The user forfeits any rights to any claims or losses incurred within the Ping Exchange platform and agrees to indemnify Ping Exchange in its entirety.

10. Mandatory forced withdrawal

In its early phase, Ping Exchange is subject to tide depository limits. While we are focusing on raising those limits, we could be obliged to request users to withdraw their assets from their Portal Account or even force a withdrawal. We also reserve the right to cancel ongoing trades and execute forced withdrawals to your External Account without the need for prior notification or the obligation to provide refunds if such withdrawal should become necessary to comply with the deposit limitations. This mandatory withdrawal will concern only payment tokens and does not affect other non payment tokens like XCB.

You acknowledge that the Company will not be held liable for any damage caused by the cancellation of any order required by the mandatory forced withdrawal.

11. Transferring Assets to an External Account

Provided that the balance of Assets in your Platform Account is greater than any minimum balance requirements needed to complete any of your open positions, you may transfer any amount of Assets, up to the total amount of available and unencumbered Assets in your Platform Account in excess of such minimum balance requirements, from your Platform Account to an External Account, less any fees charged by the Company for such transactions (as described in the Fee Schedule at the time of your request to transfer Assets to an External Account). You are held solely accountable to ensure that the Addresses you provide are correct when transferring Assets from the Platform to an External Account. You indemnify Ping Exchange from any issues/claims//losses that may incur due to negligence or mistakes from all parties as you are specifying the Account destinations independently.

12. Layer 2 Funding Services

For specific Digital Assets (e.g. Bitcoin), the Platform may enable you to utilize a “Layer 2” network (like the Lightning Network) to deposit these Digital Assets into your Platform Account and/or withdraw them to an External Account (the “Layer 2 Funding Services”). By using these services, you acknowledge and agree to the following:

1. You must adhere to the relevant instructions provided through the Services while using Layer 2 Funding Services. If the Platform is unable to complete your transaction for any reason (such as failing to respond to an order exceeding the minimum or maximum order size), your request to use Layer 2 Funding Services may be rejected or delayed without liability to the Platform.
2. The Platform neither owns nor controls Layer 2 networks used in connection with the Layer 2 Funding Services and makes no representations or warranties about them. The Platform is not liable for any issues related to the performance, cost, availability, or functionality of any Layer 2 network.
3. Layer 2 networks are experimental and carry risks associated with utilizing new distributed ledger, technology-based networks, including, but not limited to, vulnerabilities or unexpected changes to the relevant Layer 2 network. The Platform is not responsible for any harm resulting from or related to such risks.
4. You represent and warrant that you have sufficient understanding of any Layer 2 networks used in connection with Layer 2 Funding Services (including, without limitation, functionality, usage, storage, transmission mechanisms, and other material characteristics of related Digital Assets and distributed ledger technology) to comprehend the terms of the Layer 2 Funding Services and assess the associated risks and implications.

13. Fees

Ping Exchange may charge fees for certain services provided through the Platform. You agree and are liable to pay all applicable fees. With these terms you authorize Ping Exchange to deduct fees from your account balance as required.

14. Taxes

It is your responsibility to determine what, if any, taxes apply to the trades or transactions you complete via the Services, and it is your responsibility to report and remit the correct taxation to the appropriate tax authorities. You agree that the Platform is not responsible for determining whether taxes apply to your trades, or for collecting, reporting, withholding, or remitting any taxes arising from any trades or transactions. If required by applicable law, the Platform may withhold the required taxation from any payments made to you and report such taxes to the relevant tax authorities.

15. Forks and Airdrops

You continue to be the legal and beneficial owner of any Funds in your Platform Account and the beneficial owner of additional assets resulting from any relevant network fork or airdrop, or similar distribution of Digital Assets supported by the Platform. However, the Platform maintains exclusive discretion and is not obligated to support any specific forks, airdrops, or similar distributions, and such support is always subject to these Terms.

16. Market Rates

If you opt for a market trade, the Company will endeavor, on a commercially reasonable basis, to execute the trade at or near the current market exchange rate, as indicated through the Services. You acknowledge and agree that the exchange rate information provided via our Services may vary from the prevailing exchange rates accessible through other sources outside the Services.

17. Intellectual Property

Unauthorized use of the Platform's intellectual property is strictly prohibited.

18. Modification and Termination of Digital Asset Support and Market Operations

The Platform reserves the right, at its sole discretion, to modify, discontinue, or terminate support for any Digital Asset or market operations under certain conditions. These conditions include but are not limited to:

1. Ending Digital Asset Support: The Platform may cease supporting a particular Digital Asset. Users are advised to remove such Digital Assets from their Platform accounts prior to the cessation of support. Should users fail to do so, the Platform may take any action it deems appropriate to remove the Digital Asset from the user's account, which may include selling the Digital Assets at a cost to the user.
2. Order Cancellation and Market Price Deviation: The Platform may cancel orders without prior notification to the client if an order significantly deviates from the market price and is deemed speculative. This measure is to maintain market integrity and protect both the Platform and its users from significant price manipulation or abnormal market behavior.
3. Delisting Markets and Non-active Markets: The Platform may decide to delist certain markets or cease operations in markets that become inactive without prior notice. In such cases, all pending orders in the affected markets will be canceled, and funds will be returned to the customers' portfolios to safeguard their interests.
4. Order Amount Limits: The Platform may impose minimum and maximum order amounts for transactions on the Platform. These limits are subject to change without notice, allowing the Platform to adapt to market conditions and regulatory requirements efficiently.
5. Market Deviation Protection: To prevent speculative orders that significantly deviate from the market price, the Platform may implement market deviation protection measures. These measures ensure orders accepted and published on the Platform align with current market conditions and prevent disruptive trading practices.

By using the Platform, users acknowledge and agree to these terms, understanding that such measures are necessary for the maintenance of market integrity, the protection of users, and compliance with regulatory obligations.

19. Errors and Insufficient Assets

• Errors: In the event of an error, whether via our Services, in a purchase order confirmation, in processing your purchase, or otherwise, we reserve the right to correct such error and revise your purchase transaction accordingly (including charging the correct price) or to cancel the purchase and refund any amount received. Your sole remedy in the event of an error is to cancel your purchase order and obtain a refund of any amount charged.
• Insufficient Assets: If you have an insufficient amount of Assets in your Platform's Account to complete a transaction via the Services, we may cancel the entire transaction or may fulfill a partial transaction using the amount of Assets currently available in your Platform's Account, less any fees owed to the Company in connection with our execution of the trade.
• Market Deviation Protection: To prevent speculative orders that significantly deviate from the market price, the Platform may implement market deviation protection measures. These measures ensure orders accepted and published on the Platform align with current market conditions and prevent disruptive trading practices.

20. Inconsistency in Information

You acknowledge that the Services' user interface may exhibit incorrect information or information that varies from our internal books and records. In case of any discrepancies, the contents of our internal books and records shall take precedence.

21. Suspension and Termination

In case of a Force Majeure Event, violation of these Terms, or any other situation that would render providing the Services commercially unreasonable for the Company, we may, at our discretion and without liability to you, with or without prior notice, suspend your access to all or part of our Services. We reserve the right to terminate your access to the Services at our sole discretion, immediately and without prior notice, and delete or deactivate your Portal Account and all related information and files in such account without any liability to you, including, for example, if you breach any of these Terms. In the event of termination, the Company will attempt to return any Assets stored in your Portal Account not otherwise owed to the Company, unless we believe you have engaged in fraud, negligence, or other misconduct.

22. Warranty Disclaimer

Unless expressly stated otherwise in these Terms, our Services are provided on an "as is" and "as available" basis. We expressly disclaim and you waive all warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement concerning our Services, including the information, content, and materials contained therein.

You acknowledge that the information you store or transfer through our Services may become irretrievably lost or corrupted or temporarily unavailable due to various causes, including software failures, protocol changes by third-party providers, internet outages, force majeure events, or other disasters, including third-party DDoS attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our Services.

23. Limitation of liability

24. Restrictions

By accessing and/or using the Services, You acknowledge and agree that You shall not use the Services if applicable laws, based on Your country of location, residency and/or citizenship, prohibit You from doing so in accordance with these Terms.

By accessing and/or using the Services, You acknowledge and agree that You shall not use, or assist third parties to use, the Services any way which may constitute a contravention of applicable laws or which may contradict the purposes or hinder the operations of the Services or hinder the operations of other users of the Services.

Without limitation to the foregoing, You acknowledge and agree that You shall not use, or assist third parties to use the Services to, without limitation, avoid taxes, engage into activities that may amount to market abuse (including, without limitation, front-running, wash trades, etc.), engage into illegal gambling, frauds, money laundering or terrorist activities.

25. Indemnification

To the fullest extent permitted under applicable laws, You agree to hold harmless and indemnify The Company, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors from and against all third party claims and all liabilities, damages, assessments, losses, costs, or expenses (including reasonable attorney fees) resulting from or arising out of:

1. Your alleged or actual breach of these Terms, including, without limitation, Your express representations and warranties
2. Your alleged or actual use or misuse of the Services
3. Your alleged or actual infringement or violation of any laws or of the rights of a third party.

26. Miscellaneous

These Terms constitute all the terms and conditions agreed upon between You and The Company and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.

Unless as otherwise stated in these Terms, should any provision of these Terms be held totally or partially invalid or unenforceable, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision shall be enforced to the extent permitted by applicable laws.

The failure of the Company to exercise or enforce any of the rights or provisions of these Terms shall not be considered as a waiver of The Company’s rights to do so.

The Company may assign these Terms and/or delegate any of its obligations hereunder, in whole or in part. You may not assign these Terms or any part of them, nor transfer or sub-license Your rights under these Terms to any third party.

27. Governing Law and Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY, AS IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

You and the Company agree to arbitrate any dispute arising from these Terms or your use of the Services, with the exception of disputes where either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and the Company agree to notify each other in writing of any dispute within thirty (30) days of its occurrence. Notice to the Company should be sent to [email protected]. You and the Company further agree:

1. to attempt informal resolution prior to demanding arbitration;
2. any dispute, controversy, or claim arising out of, or in relation to, this contract, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules;
3. that arbitration will be conducted confidentially by a single arbitrator;
4. the seat of the arbitration shall be Lugano;
5. the arbitral proceedings shall be conducted in English.