COINW POLISH LIMITED LIABILITY COMPANY. is an established global provider of cryptocurrency exchange services, which owns and operates the cryptocurrency exchange known as CoinW Exchange. The following terms and conditions (this “Terms and Conditions”) regulate the token listing of CoinW Exchange.
- Definitions
The terms defined in this Terms and Conditions and the Token Listing Agreement shall have the following respective meanings:
1.1 “Access Method” means any user identification, password(s) and other security credentials
required for access to and use of the CoinW Exchange;
1.2.“Affiliate” with respect to any person, means any other person directly or indirectly controlling,
controlled by or under common control with such Person;
1.3 “Company” refers to Party A of the Token Listing Agreement;
1.4 “Constitutive Documents” in relation to a person that is a body corporate, means the articles
of incorporation or constitution, certificate of incorporation, charter, by-laws, articles of formation, certificate of formation, regulations, operating agreement, certificate of limited partnership, partnership agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of such person, including any amendments thereto;
1.5 “Control” in relation to an entity means:
(a) the power to dominate decision-making, directly or indirectly, in relation to the financial and
operating policies of such entity; and/or
(b) the power to exercise, directly or indirectly, more than 50% of the voting rights of the shares
or other equity interests or capital of such entity;
1.6 “Documents” means the following:
(a) legal opinion on whether the Tokens associated with the Project are “securities” or “collective investment schemes” or the equivalent of such an arrangement as contemplated under the Laws of the respective jurisdiction concerned;
(b) source code security audit report;
(c) incorporation documents of the relevant Project entity; and
(d) latest whitepaper of the Project;
1.7 “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any entity exercising legislative, executive, judicial or administrative
functions of or pertaining to government, including, without limitation, any government
authority, agency, department, board, commission or instrumentality, and any court, tribunal
or arbitrator(s) of competent jurisdiction, and any self-regulatory organization. For the
avoidance of doubt, Governmental Authority may include private bodies exercising quasi
governmental, regulatory or judicial-like functions to the extent they relate to any Party, the
Project, and/or the Tokens;
1.8 “Laws” means the laws, statutes, ordinances, rules, regulations, judgments, injunctions,
orders and decrees of any Governmental Authority, including amendments thereto;
1.9 “Token ListingAgreement” refers to the Agreement signed between the Company and CoinW Exchange to regulate the conditions and terms for listing the Tokens.
1.10 “Project” shall have the meaning ascribed to it in Recital (A) of the Token Listing Agreement;
1.11 “System” means the hardware, software, telecommunication links and/or any part thereof
used from time to time for the purpose of providing, supporting, accessing and/or otherwise,
services on the CoinW Exchange;
1.12 “Tokens” means the cryptographic tokens associated with the Project.
- Listing
2.1 The Tokens will be listed on CoinW Exchange through the means set out in the Token Listing Agreement. CoinW Exchange reserves the right, at its reasonable discretion, to decide that if the Company is to qualify for Listing.
2.2 The Company shall pay the Listing Fees according to the terms specified in the Token Listing Agreement.
- Delisting and Suspension of Trading
3.1 For the purposes of enhancing the trading experience of Users (as defined hereinafter ) and safeguarding the security of funds exchanged on the CoinW Exchange, CoinW Exchange reserves the right at any time, in its reasonable discretion, to remove the Tokens from the list of tokens which are listed on the CoinW Exchange (without the agreement of the Company and its Affiliates) (“Delisting”) including but not limited to the senarios set out this Te:
(a) the Company is unable or unwilling to comply with, or contravenes, any of its obligations as set out in the Token Listing Agreement;
(b) in the opinion of CoinW Exchange, it is necessary or expedient in the interest of maintaining a fair, orderly and transparent cryptocurrency exchange;
(c) the Tokens (after the Tokens have been made available for trading on the CoinW Exchange)
have for a consecutive number of 30 natural days, with the average daily trading volume per trading
pair on the CoinW Exchange below the minimum trading volume requirement set out in the Token Listing Agreement;
(d) the Project experiences system malfunctions, breakdown of, failures, unplanned interruptions,in the network or services, hardware or software defects, security breaches or other causes that could result in including but not limited to the occurrences of hacks, cyber-attacks, mining attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, and/or otherwise adversely affect the infrastructure network of the CoinW Exchange;
(e) there are weaknesses, vulnerabilities, bugs, flaws, defects or any software or programming
deficiency in the protocols, systems, main net platforms and smart contracts in connection
with the Project, which would otherwise compromise the operation, functionality, usage,
security of and tradability of the Tokens on the CoinW Exchange;
(f) CoinW Exchange is unable to access the Project website (“Project Website”) and/or social media platforms of the Project (collectively, the “Channels”) for a consecutive period of 2
weeks or when Project team (“Project Team”) fail to undertake any maintenance in respect of the Channels upon request by CoinW Exchange to do so;
(g) in the opinion of CoinW Exchange, the development of the Project has stagnated and the Project team has failed to develop the Project on a commercially reasonable basis, (i) within one (1) month from the written notice on the potential Delisting of the Tokens (“Delisting Notice”), and/or (ii) where the development of the Project fails to continue after such time frame agreed between the Company and CoinW Exchange;
(h) in the opinion of CoinW Exchange, the development of the Project has not been in accordance with the whitepaper of the Project (“Whitepaper”) or the timeline specified in the Whitepaper, and the Project did not publish any announcement in respect of this on the Project Website, (i) within
one (1) month from receipt of the Delisting Notice, and/or (ii) where the development of the
Project fails to be in accordance with the Whitepaper or timeline specified in the Whitepaper
after such time frame agreed between the Project Team and CoinW Exchang;
(i) Project Team failing to update the protocols, systems and smart contracts in connection with the Project, including but not limited to the protocol’s source code, (i) within one (1) month from receipt of the Delisting Notice, and/or (ii) where the protocols, systems and smart contracts fail to be updated after such time frame agreed between the Project Team and CoinW Exchang;
(j) Project Team failing to deliver to CoinW Exchange a three (3) day notice in writing in respect of a potential material change to the Project (including but not limited to any information relating to the Project Team, Tokens or business model of the Project) for CoinW Exchange to re-evaluate the project, and proceeds to implement the material change to the Project without Coin W Exchange’s prior written consent;
(k) the information provided by the Compnay in the Listing Application is not true, accurate and correct in all aspects;
(l) the Company voluntarily elect for the Suspension (as defined below) or Delisting of the Tokens on the CoinW Exchange in which case the Company shall file a suspension or delisting application in writing to CoinW Exchange and CoinW Exchange has the right to decide;
(m) the Company publishes, uploads, and/or shares with other users of the CoinW Exchange (“Users”) any content or information on the CoinW Exchange and its related media channels which is false, misleading or inaccurate in all respects, contains rude and inappropriate language, or
which may create the impression that any such content is sponsored or endorsed by CoinW Exchange; and/or
(n) any material adverse effects on the operations of the Project arising, directly or indirectly, from the Project Team.
3.2. CoinW Exchange may at any time, in its reasonable discretion, suspend the trading of Tokens on the CoinW Exchange (“Suspension”) where there is any negative publicity involving the Company and/or the Project Team, key personnel of the Company, the Tokens and/or the Project, which may materially and adversely the market perception or market price of the Tokens, whether or not such negative publicity is justified. CoinW Exchange will re-evaluate the Project during its period of Suspension, for which it reserves the right, at its reasonable discretion, to proceed with Delisting of the Tokens.
3.3 The Company shall bear and be responsible for all costs or expenses of whatever nature incurred in connection with the Delisting and Suspension of the Tokens, including all professional and other costs and expenses incurred in relation to the performance of its obligations under this Terms and Conditions.
- Continuing Listing Obligations
4.1 In connection with the Listing, the Company shall undertake to comply with the following requirements:
(a) to pay the Listing Fees as set out in the Token Listing Agreement;
(b) to continuously develop, promote and enhance the value of the Project;
(c) to periodically notify CoinW Exchange on the progress of the Project in the form of a periodic report with details of the Project (including but not limited to the Project’s technical development progress, marketing activities and business development);
(d) to ensure the management and operations of the Project, for which any changes to the key
parameters of the Project, including but not limited to details on Token issuance, reduction in
the supply of Tokens, and extension or reduction of the lock-up period for the Tokens, are to
be notified to CoinW Exchange in written form at least three (3) days before such change;
(e) to not, within fifteen (15) days after the effective date of the Token Listing Agreement, directly or indirectly on its own account or on behalf of or in conjunction with any person, deal with, be engaged by or engage in any business, including but not limited to conducting the sale or trading of
Tokens, with any other cryptocurrency exchange, or platform relating to cryptographic tokens
which competes with any business carried on by CoinW Exchange;
(f) to share, publish and/or disseminate the source code of the Project to CoinW Exchange, and to
represent and warrant that the open source code is consistent with the Tokens on the
blockchain of the Project, in order to ensure that the Tokens exclusively belong to the specified
private key holder, and that no other private key can access such Tokens;
(g) to be jointly and severally liable in respect of any direct losses caused by any member of the Company and/or key personnel of the Project on the CoinW Exchange;
(h) to notify CoinW Exchange in such agreed form and manner within one (1)day of any material updates to the Project;
(i) to ensure the availability of, to the fullest extent possible, secure internal and external controls
in respect of access to and use of the CoinW Exchange, including but not limited to the security
and confidentiality of the Access Methods. If the Company’s Access Method is stolen, lost,
damaged or compromised, or if the Company has reasonable grounds to suspect that there has been any unauthorized use of the Company’s Access Methods, the COmpany shall notify CoinW Exchange in writing immediately. In the event of the foregoing scenario, Coin W Exchange shall be entitled to terminate or suspend the Company’s Access Method, provided always that the Company shall remain solely responsible for, and be bound by, all acts or omissions of any person using the CoinW Exchange through the Company’s Access Method before such Access Method is terminated or suspended. CoinW Exchange is under no duty of inquiry regarding the identity, authority or capacity of any such person and is entitled to rely on any instructions submitted by any person accessing or using the CoinW Exchange through the Company’s Access Methods, regardless of whether such instructions were submitted in the case of fraud or willful misconduct, and/or conflict with any other instructions given by the Company;
(j) to notify CoinW Exchange immediately if the Company becomes aware of or has reasonable grounds to suspect that there is any breach of security, loss, theft or unauthorized use of the Company’s Access Methods;
(k) not to disrupt, disable or otherwise interfere with the accessibility or impair the proper function
of the CoinW Exchange, which shall include, without limitation, attacks, backing, sniffing,
tampering, denial-of-service attacks, tampering, reverse engineering or reprogramming;
(l) to seek CoinW Exchange’s prior written consent before any publication of information in relation to the Listing on its Channels;
(m) to notify CoinW Exchange in such agreed form and manner of any acts of a third party which, in the Company’s opinion, is or may not be in the interests of CoinW Exchange; and
(n) to immediately notify CoinW Exchange in writing of any unauthorized receipt of Confidential Information which has been transmitted to the Company through the CoinW Exchange, and to delete or destroy such Confidential Information upon such notification
4.2 In connection with the Listing, CoinW Exchange reserves the right to do the following at any time, in its reasonable discretion:
(a) to use and review the information provided by the Company in connection with its Listing,
and require the Company to provide any further relevant information in relation to such use and
review;
(b) to require the Company to review and/or revise any information relating to CoinW Exchange which is available on its Channels, and to require the Company to seek its prior written consent before publication of any such information on its Channels; and
(c) restrict the Company, in any manner whatsoever, from using or accessing the CoinW Exchange, at any time without prior notice and with immediate effect, in the following circumstances:
(i) the Company is using the CoinW Exchange in a manner which may result in CoinW Exchange being in contravention of the Laws;
(ii) the Company is using the CoinW Exchange in a manner which may disrupt the use of the
CoinW Exchange by other such Users;
(iii) the Company is using the CoinW Exchange for any activities which are illegal by virtue of the Laws of the relevant jurisdictions, or where CoinW Exchange has reasonable grounds to suspect that the Company may be doing the aforesaid;
(iv) CoinW Exchange is aware of any fact, event or circumstance, or has reasonable grounds to
suspect that the person accessing the CoinW Exchange with the Company’s Access Method
is not the Company;
(v) CoinW Exchange is aware of any fact, event or circumstance, or has reasonable grounds to
suspect that the Company’s Access Method has been stolen, lost, damaged or compromised;
(vi) CoinW Exchange is required to do so in accordance with the Laws or as required by any Governmental Authority;
(vii) scheduled downtime or recurring downtime of the CoinW Exchange;
(viii) the occurrence of a Force Majeure Event; and
(ix) where the Company modifies, adapts or reverse engineers the CoinW Exchange or any part
thereof.
4.3 In connection with its Listing Application, the Company must disclose all information of the Company that may materially and adversely affect the market perception or market price of the Tokens, including but not limited to information relating to:
(a) any material changes in its operational strategy and operations;
(b) any material decision(s) made or to be made in relation to investment activities and acquisition
of any asset, business or entity;
(c) any default on debt and security at each relevant maturity date;
(d) any newly issued debt and bonds which exceed 50% of the net asset value of the Company from the previous financial year;
(e) any debt which is written off exceed 50% of the net asset value of the Company from the previous financial year;
(f) any loss which exceeds 50% of the net asset value of the Company from the previous financial year;
(g) any decision(s) of the Company in relation to any withdrawal of capital, merger, separation,
liquidation, bankruptcy petition and/or insolvency or winding up proceedings;
(h) any litigation or arbitration proceedings involving the Company, including administrative proceedings in any jurisdiction;
(i) the Company, any of its board of directors, supervisors, senior management, and/or legal
representative being investigated for any offence by Governmental Authority, or being
involved in any investigation;
(j) any material changes to the Project Team;
(k) any material changes in progress of the Project; and/or
(l) any other material information in relation to the Company, the Project, Tokens, and/or Project Team.
Oct 1st, 2022
CoinW Team