Exchange Rules

These Rules (the “Exchange Rules”), in addition to the Terms and Conditions found in https://pdax.ph/terms-and-conditions, and all rules and policies incorporated therein by reference, shall govern your relationship with PDAX with respect to all Orders, Trades, or similar transactions made through the PDAX Platform.

These Exchange Rules are deemed an addition to, and are incorporated into the Terms and Conditions. In case of conflict between the Terms and Conditions and these Exchange Rules, these Exchange Rules shall govern with respect to matters concerning Orders, Trades, and similar transactions.

1. DEFINITION OF TERMS

The capitalized terms used herein which are defined in the Terms and Conditions, shall have the respective meanings assigned to them in the Terms and Conditions except as otherwise provided herein or unless the context otherwise requires. In addition to the definitions in the Terms and Conditions, the following definitions apply:

a. Available Balance refers to the User’s Total Asset Value in his/her PDAX Account less any amounts subject to a Hold for Open Orders, fees, and such other obligations or liabilities to PDAX.

b. Base Asset refers to the Digital Asset being traded on the PDAX Platform or Order Book (as applicable); the first Digital Asset in the Trading Pair.

c. Cancellation-Only Mode refers to the Users cannot place new Orders and are only able to cancel open Orders. Under this mode, no Orders will be filled.

d. Fill refers to a match of a buy Order and a sell Order. Also referred to as an execution which leads to a Trade or transaction.

e. Failed Trade refers to Orders which are processed and/or matched by the PDAX Platform despite being unfunded or underfunded, irrespective of the cause for the processing, which PDAX shall reverse or cancel.

f. Regular Trading Operations refers to the normal operation of the PDAX Platform, during which Users can place Market Orders and Limit Orders and cancel Open Orders. ​

g. Hold refers to the setting aside of Digital Assets earmarked to fulfill obligations arising from an Order.

h. Limit Order refers to an Order to buy or sell a specified quantity of a Digital Asset at a specified price or better.

i. Limit Order-Only Mode refers to the mode where that Users can only place and cancel Limit Orders but any Market Order will be rejected. During this mode, Limit Orders can be filled.

j. Maker Order refers to a Limit Order placed on the Order Books, which is not immediately filled, when a User places a buy Order (or portion thereof) below the best offer or places a sell Order (or portion thereof) above the highest bid, and the User is waiting for a willing seller or buyer to enter and trade at the User’s specified prices.

k. Market Order refers to an Order to buy or sell a specified quantity of an Asset at the best available price of existing Orders on the PDAX Platform or the Order Book (as applicable).

l. Open Order refers to a Maker Order which has been posted but not Filled, canceled or expired, or a Stop Order which is currently active.

m. Price-Time Priority refers to when Orders placed on the PDAX Platform or the Order Book (as applicable) earlier in time will have priority over later Orders.

n. Quote Asset refers to the Asset in which trading is denominated on the PDAX Platform or the Order Book (as applicable); the second Asset in the Trading Pair.

o. Stop Order refers to an instruction to post an Order to buy or sell a specified quantity of an Asset but only if and when the last trade price on the PDAX Platform or the Order Book (as applicable) equals or surpasses the Stop Price.

p. Stop Price refers to the price specified in a Stop Order.

q. Taker Order refers to an Order to immediately buy/sell an Order on the PDAX Platform or the Order Book (as applicable). When a User places a buy Order equal to or above the best offer price or places a sell Order equal to or below the best bid price, the Order is Filled immediately and is termed as a Taker Order.

r. Time in Force Instructions refers to any of the following: (i) good until cancelled, meaning if posted, the Order will remain on the PDAX Platform or the Order Book (as applicable) until cancelled by the User in accordance with the Terms and Conditions and these Exchange Rules; (ii) immediate or cancel, meaning the Order will only be posted on the PDAX Platform or the Order Book (as applicable) to the extent that it would be immediately Filled, any remaining quantity is cancelled, resulting into a Taker Order; and (iii) fill and kill meaning the Order will only be posted on the PDAX Platform or the Order Book (as applicable) if it would be immediately and completely Filled, resulting into a Taker Order.

s. Total Asset Value refers to the gross value of all of a User’s Assets, expressed in the Quote Asset or Fiat Currency based on the last traded price, or an approximation of it. This includes all Digital Assets allocated to Open Orders.

t. Trading Halt refers to when Users cannot place or cancel any Orders on the PDAX Platform or the Order Book (as applicable).

u. Trading Pair refers to each pair of a Base Asset and a Quote Asset offered on the PDAX Platform or the Order Book (as applicable). Each Trading Pair, as shown, indicates the amount of Quote Asset displayed on the right side of the Trading Pair that is needed in exchange for one unit of the Base Asset on the left side of the Trading Pair.

2. TRADING TIMES

PDAX shall make the PDAX Platform open for Trading at all times of the day, except during a Downtime. Except as otherwise provided in these Rules and/or the Agreement, account transfers of Fiat Currency and Digital Assets between the buyer and seller, if in accordance with a valid Order or Fill, shall take place immediately on the PDAX Platform. PDAX has the sole discretion to change the Trading times.

3. TRADING OVERVIEW AND GUIDELINES

a. PDAX facilitates the purchase and sale of Digital Assets, and settles Trades in a number of Digital Asset Trading Pairs or Digital Asset and Fiat Currency Trading Pairs. The Trading Pairs available to you for trading may depend on the type and level of your PDAX Account.

b. The User acknowledges and understands that Orders are placed and transactions executed using an electronic transaction system. If you incorrectly enter an Order or your Order violates the Terms and Conditions, these Exchange Rules, any rule or policy incorporated therein, or any addendum or agreement which you may have agreed to, your intended Order may not be executed, or an unintended Order may be executed. PDAX will not be liable for any resulting loss or damage you may suffer under such circumstances.

c. The User understands that the PDAX Account may be used to buy and/or sell Digital Assets by placing your Orders through the PDAX Platform, subject to the transaction limits imposed for each User level. To learn more about PDAX’s account levels, please click here.

3.1. Orders

a. When you enter an Order, you authorize PDAX to execute a Trade for all or a portion of the quantity of Digital Assets and/or Fiat Currency specified in your Order, and in accordance with the terms such Order. Before you engage in a Trade, you must transfer a sufficient amount or number of Digital Assets and/or Fiat Currency to your PDAX Account to ensure the Available Balance in your PDAX Account is sufficient to cover the total value of the Order plus any applicable fees. IF and when PDAX allows Limit Orders, you are required to maintain in your PDAX Account a sufficient balance of the applicable Digital Assets and/or Fiat Currency to satisfy any Open Limit Order.

b. If your PDAX Account’s Available Balance is insufficient to fulfill an Order, PDAX may cancel the entire Order or may fulfill an Order partially to the extent it can be covered by the Available Balance in your Account, after deducting any fees payable to PDAX in connection with the Trade, and may reverse or cancel, partially or in its entirety, Fills that arise from an Order by a User with insufficient Available Balance.

c. When you place an Order, that quantity of the relevant Digital Asset or Fiat Currency required to fulfill your Order(s), including any applicable trading fee, becomes subject to a Hold. This Hold prevents you from withdrawing or placing another Order using these Digital Assets or Fiat Currency.

d. A User may place Orders as Market Orders or, when allowed by PDAX, as Limit Orders.

• The following rules govern a Limit Order:

  • A Limit Order will only be Filed at the specified price or a better price. A Limit buy Order will only be matched with the limit price or lower. A Limit sell Order will only be matched with the limit price or higher.
  • A Limit Order will be immediately posted to the Order Book, subject to any Time in Force Instructions, and can result in a Maker Order or a Taker Order, or an Order that is partially a Maker Order and partially a Taker Order.
  • Limit Orders may be placed with Time in Force Instructions.
  • Good until canceled is the default Time in Force Instruction.

• The following rules govern a Market Order:

  • A valid Market Order will be immediately posted on the PDAX Platform or the Order Book (as applicable). A Market Order is always a Taker Order.

  • When a buy Market Order is placed, the Order quantity is Filled starting with the lowest-priced sell Order currently available. When a sell Market Order is placed, the Order quantity is filled beginning with the highest-priced Buy Order posted at the time of the sell Market Order.

  • PDAX will attempt, on a commercially reasonable basis, to execute the Trade on or close to the prevailing market exchange rate as indicated in the PDAX Platform. To this end, you acknowledge and agree that the price information made available in the PDAX Platform may differ from prices in other markets or made available in other sources outside of the PDAX Platform.

  • A Market Order may Fill at a number of different prices, based on the quantity of the Market Order and the quantities of the existing Orders on the PDAX Platform or the Order Book (as applicable) at the time. To this end, you understand and agree that there is no guarantee that a Market Order will Fill at the price specified.

  • Depending on the volume and prices of Orders at the time when a Market Order is posted, the Market Order may Fill at a price less favorable than the most recent Trade price. There may be instances where there is a difference between the price specified by the User (that is, the price displayed on screen when placing an Order or when the Order is confirmed by the User), and the actual execution price due to market movements or other analogous reasons after an Order is placed. This is referred to as slippage, and may cover a situation where the price at which a Market Order is Filled is lower or higher than the most recent trade price. You understand and agree that PDAX bears no liability whatsoever in relation to slippage.

  • You understand and agree that Market Orders cannot be cancelled or changed without prior consent of PDAX. PDAX expressly reserves the right to refuse any cancellation request associated with a Market Order once you have submitted such Order.

• Cancellation of Limit Orders and Market Orders. You may cancel or change an open Limit Order at any time before it is Filled. Once your Order has been executed, you may not change, withdraw, or cancel your authorization for PDAX to complete such Transaction. If an Order has been partially filled, you may cancel the unfilled balance before it is Filled unless the Order relates to a Market Order. No fees are charged for canceled Orders. Market Orders cannot be canceled or changed. PDAX expressly reserves the right to refuse any cancellation request associated with a Market Order once you have submitted such Order.

e. By placing an Order, the User assumes the responsibilities and bears the risks enumerated below:

• The User, upon placing an Order, warrants to PDAX that the Order is valid, binding, and enforceable and that all authorizations necessary to place such Order have been obtained by the User.
• The User shall be held liable for all obligations arising from the use or access to the User’s PDAX Account and/or use of the PDAX Platform.
• The User may not place an Order without providing the corresponding Fiat Currency or Digital Assets required to fulfill the Order once executed. The User must pre-fund every Order with the necessary Digital Assets or Fiat Currency, which shall be subject to a Hold prior to the Order being placed.
• The User warrants that he or she understands the potential risks of investing in Digital Assets.
• The User shall be solely and fully liable, and shall hold PDAX free and harmless for any and all liabilities, claims, or damages, arising out of, or in connection with any and all Orders placed on the PDAX Platform, including any tax, estate, or any such obligations or claims.
• The User understands and agrees that PDAX will only process Orders, sales, or purchases of supported Digital Assets in accordance with the User’s valid instructions. PDAX does not guarantee the identity of any user, receiver, or third parties, and the sufficiency and legality of the title, custody, or possession of Digital Assets subject of an Order and/or transaction.
• The User understands and agrees that he/she shall be solely responsible in verifying information of his/her transaction (including the correct addressing information) before sending any instructions to PDAX. The User acknowledges that prior to placement of any Order, he/she should review the amount of Digital Assets to be bought or sold; its purchase price or sale proceeds; any fees associated with such Order; and the net proceeds to be transferred to the User’s designated Digital Asset wallet, Fiat Currency account, or Third Party Account, as the case may be. Once the User submits an instruction through the PDAX Platform, such Order will be unconfirmed pending sufficient verification of the transaction by PDAX.
• By entering and providing any instructions, Orders, or otherwise using the Services, you hereby authorize PDAX to undertake and perform each action that is designed and appropriate to execute such instructions, Order, or the intended purpose of the Services.

f. If a Taker Order is posted on the PDAX Platform at the same price as one or more existing posted Orders, it will generally result in an immediate Fill at that price, to the extent of the total quantity of those existing Orders.

3.2. Posting of Orders to the Order Book

a. To the extent that an Order is posted to the Order Book at a different price to all existing Orders, it is a Maker Order which will remain open at that price on the Order Book until:

• it is canceled by the User;
• it is canceled by PDAX during an outage due to maintenance or during a Downtime;
• it expires due to a Time in Force Instruction; or

b. it is completely Filled by one or more Taker Orders placed by another User at the same price.

3.3. Order Minimums/Maximums

a. All Market Orders and Limit Orders placed on the PDAX Platform are subject to the minimum and maximum Order size requirements listed on https://support.pdax.ph/hc/en-us/articles/5954247068313-What-is-the-minimum-order-size-that-I-can-place-on-PDAX- or wherever it may be transferred in the future, with due notice to the User.

b. From time to time, PDAX will update the applicable Order minimums, Order maximums, price bands and total number of Orders allowed on the PDAX Platform or the Order Book (as applicable) to reflect changing market conditions, the notional value of the assets, or any other changing conditions. For more information, you can refer to https://support.pdax.ph/hc/en-us/sections/7089858836121-About-Trading or wherever it may be transferred in the future, with due notice to the User.

3.4. Cancellation of Orders

a. You understand and agree that it is your sole responsibility to timely cancel any Order you no longer want to be Filled. This obligation on the part of the User is without prejudice to PDAX’s right to cancel or maintain Orders in such cases specified under the Terms and Conditions, the Exchange Rules, and such other applicable PDAX Platform Rules.

b. You acknowledge that you cannot cancel an Order after its partial or complete fulfillment, and that PDAX will not be liable for any damages arising from the completion of an Order you submitted for cancellation.

c. PDAX reserves the right to reject any cancellation request related to the Order you have submitted. If your Available Balance is insufficient to execute an Order, PDAX has the sole option to cancel the entire Order, or execute part of the Order with the amount of Digital Assets or Fiat Currency in your PDAX Account and charge transaction fees accordingly.

d. PDAX may, based on its sole discretion and determination, cancel Open Orders in the following circumstances:

• The Open Order is placed by a User who is found to engage in suspicious trading activities, including but not limited to market manipulation or prohibited trading as defined in these Exchange Rules.
• The Open Order is placed in a manner which unreasonably or deliberately burdens the PDAX Platform.
• The Open Order involves what PDAX reasonably determines to be an obvious error with respect to price, quantity, or other parameters, based on the attendant circumstances.
• The Open Order must be cancelled as required by Applicable Laws and Rules.
• The Open Order must be cancelled due to technical reasons, or for the purpose of preserving the integrity of the market.

3.5. Processing Orders

a. You understand and agree that PDAX does not guarantee that any Order you place will be accepted, Filled, or executed. You further acknowledge that any of your Orders may be subject to delays, difficulties, and other conditions affecting its transmission or execution over which PDAX has no control, including but not limited to electronic failure, slow internet connection, or market congestion. PDAX shall not be liable for any damage arising from any delay or error in processing, completing, or Filling your Order.

b. You acknowledge that any Order placed during PDAX’s system updates, Downtimes, or any period during which PDAX cannot process any Order, will be handled once the PDAX Platform, or the relevant Service resumes operations.

c. You acknowledge that PDAX reserves the right to decline or cancel any Order or reverse any Trade or transaction, at any time, if your Order is placed during a Downtime, or if your Order is found to be materially unmarketable, unfunded, void, or illegal. Furthermore, you acknowledge that it is your sole responsibility to review any and all of your transactions, history, Order receipts, and Trade receipts on a regular basis to ensure compliance with the above provisions.

3.6. Placing and Matching Orders, Filling, and Settlement

a. PDAX, on the PDAX Platform or the Order Book (as applicable), will Fill and match Orders at the best possible available market price, in accordance with the User’s Order instructions. With the continuous and unpredictable movement of market prices, the prices displayed on user interfaces, the PDAX website, the PDAX mobile app, or any part of the PDAX Platform are in no way guaranteed. The User understands and agrees that PDAX will not be liable under any circumstances for the consequences of any delay in Order Filling or failure to deliver or perform. When a Maker Order is matched with a Taker Order, those Orders are Filled and will be executed. A Maker Order may be matched with and Filled by one or more Taker Orders at the same price. A Limit Order for a large quantity of Digital Assets can be partially matched, executed, and settled with smaller matching Orders. The portion that remains unfilled will remain good until Filled or canceled by the User, as may be allowed under these Rules.

b. If one of your Orders fully or partially matches another User’s Order, the Order will be Filled, which results in an executed Trade. The PDAX Platform shall settle all Filled Orders immediately, by debiting and crediting the relevant balances of Digital Assets or Fiat Currency, as may be applicable in each of the counterparties’ PDAX Account.

c. Once the Trade is executed, your PDAX Account will be updated according to whether the Order has been fully executed and closed, or the Order has been partially executed. The Order will remain unfilled until it is fully executed or cancelled as permitted under these Exchange Rules. All Orders that are Filled, executed, or completed shall be recorded on the exchange ledger immediately.

d. A Trade receipt, which shall contain the trade date and trade type among other information, will be sent to your registered email address after your Order is Filled.

e. Orders, once Filled and executed, are final and irreversible on the part of the counterparties in accordance with Applicable Laws and Rules, and you may not change, withdraw, or cancel your authorization to complete such transaction. Any perfected and/or executed Trade constitutes a contract solely and exclusively between the Users who are the buyer and the seller, respectively, and counterparties of each executed Trade. This is without prejudice, and remains subject to PDAX’s right and discretion, which the User expressly recognizes and accepts, to reverse or cancel transactions, including Failed Trades, in accordance with these Exchange Rules.

f. You acknowledge that any Order that exceeds the amount of Available Balance in your PDAX Account or that of your counterparty will be rejected. Those Orders which are nevertheless processed and/or matched by the PDAX Platform despite being unfunded or underfunded shall be reversed or cancelled, irrespective of the cause for the erroneous processing, and shall be considered a Failed Trade. Your affected PDAX Account shall revert to its balance immediately preceding any Failed Trade.

g. For the avoidance of doubt, PDAX expressly reserves its absolute right, prerogative, and authority to reverse and/or cancel any invalid, void, illegal, or inexistent transactions. Such right of reversal and/or cancellation may be exercised when: (i) the Trading Contract is void and inexistent or illegal under Applicable Laws and Rules; (ii) the Trade constitutes a Failed Trade or any buy and/or sale Order is unfunded or inadequately funded; (iii) it is shown and established that any funds or Digital Asset so paid and transferred was not legally due, and such amount constitutes a new monetary obligation owed by the payee or recipient to the person who caused the payment; and (iv) such other analogous circumstances.

3.7. Trading Fees

a. PDAX may charge network and/or miner fees to process your Order. Such fees can be found at https://support.pdax.ph/hc/en-us/articles/23217967402649-Network-Fees-for-sending-Crypto, or wherever they may be transferred in the future, with due notice to the User. b. The application of trading fees and other charges shall be governed by Section 27 of the Terms and Conditions. c/ Trading fees are settled by debiting the User’s Available Balance for the amount of the fee at the time the Order is posted. d/ Fees may vary according to Trading Pairs and by account tier/level.

4. MARKET INTEGRITY AND ERROR TRADE POLICY

An integral and necessary component of market integrity and stability is the assurance that, except in extraordinary circumstances, a Trade, once executed, will generally stand and not be subject to cancellation, reversal, or price adjustment. As a general rule, any Trades that do not have an adverse effect on the market and are not otherwise prohibited or void under applicable law or regulation should not be cancelled or price adjusted, even if executed in error, subject to the qualifications set forth in the Terms and Conditions, and these Exchange Rules.

Pursuant to the foregoing, PDAX reserves the right to take any action deemed necessary or appropriate to preserve market integrity. Without limiting their generality, such actions include a trading halt, modification of risk-mitigating parameters, restriction of access to a PDAX Account,the Services, and/or the PDAX Platform, restriction of Order types, cancellation of Open Orders posted on the PDAX Platform or the Order Book (as applicable), or any other actions deemed to be in the best interest of PDAX, its Users, and/or the market.

Further, PDAX reserves the right to do any of the following acts to protect the Users and the market, in general, or to comply with Applicable Laws and Rules:

a. PDAX may: (i) refuse to complete, or place on hold, block, cancel, or reverse a transaction you have authorized, even after Digital Assets and/or Fiat Currency have been debited from or credited to your PDAX Account; (ii) suspend, restrict, or terminate your access to any or all of the Services; and/or (iii) suspend, cancel, or terminate your PDAX Account with immediate effect for reasons including, but not limited to instances where:

• PDAX is required to do so by Applicable Laws and Rules;
• The User’s PDAX Account or its use is subject to any pending litigation, investigation, or government proceeding or order;
• The User takes any action that may circumvent internal controls, such as opening multiple PDAX Accounts, or abusing promotions which PDAX may offer from time to time.
• Based on an assessment of all information available to PDAX:
  • PDAX finds reasonable basis to suspect that the User has violated the Terms and Conditions or these Exchange Rules, or that the User’s PDAX Account is being used to facilitate money laundering, terrorist financing, fraud, or any other financial crime;
  • PDAX finds reasonable basis to suspect that the security of the User’s PDAX Account has been compromised, or the User’s PDAX account is being used to avail of Services in order to perpetuate or commit fraud or other unauthorized activities;
  • PDAX finds that the User’s transaction is erroneous, or that the underlying Trading Contract is void, non-existent, or prohibited under Applicable Laws and Rules; or
  • PDAX perceives a heightened risk of legal or regulatory non-compliance associated with your PDAX Account activity.

b. PDAX may also refuse to complete, block, cancel, or reverse a transaction you have authorized where there are insufficient Digital Assets and/or Fiat Currency in your Account and/or your counterparty’s PDAX Account to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction.

c. Without prejudice to any other provision of the Terms and Conditions and these Exchange Rules, PDAX reserves the right to correct, reverse, or cancel any Order, Trade, transfer, or other transaction or activity caused or affected by any error or abnormality, whether such error or abnormality was caused by you, PDAX, or a third party or due to technical issues, system or system design issues, operational issues, software failure or otherwise. In taking the appropriate action, PDAX may take into account:

• that the price traded is not representative of market value (deviates from price parameters, out of the normal price range, or fair market value);
• the Trade, if not reversed, will be detrimental to fair and orderly Trading;
• extraordinary or aberrational market conditions exist in which cancellation is necessary for the maintenance of a fair and orderly market; and
• the Trade is the result of misconduct, system trouble, obvious errors in price, quantity or identification of the Digital Asset or Fiat Currency.

d. PDAX reserves the right to halt or suspend Trading or place the Platform under maintenance to ensure a fair and orderly market and to prevent any further negative repercussions of the reversed or cancelled Trade.

e. You authorize PDAX to make any correction, reversal, or cancellation, at its sole discretion, and in accordance with these Exchange Rules. PDAX does not warrant or guarantee that any such attempt will be successful and will have no responsibility or liability for such errors or any correction attempts.

f. If PDAX refuses to complete or resolves to cancel a transaction, suspends, restricts, or closes the User’s PDAX Account, and/or terminates the User’s access to the Services and/or the PDAX Platform, we will, unless prohibited by Applicable Laws and Rules, provide you with due notice of our actions and the reasons for refusal, reversal, suspension, termination, or closure, and where appropriate, with the procedure for correcting any factual errors that led to the refusal of your transaction, as well as the suspension or closure of your PDAX Account. In the event that we refuse, or are unable to complete a transaction and/or suspend your PDAX Account, we may, at our absolute discretion, lift the suspension or complete the transaction as soon as reasonably practicable, once the reasons for refusal and/or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.

g. You acknowledge and accept that PDAX’s decision to take certain actions, including limiting access to, suspending, or closing your PDAX Account, may be based on confidential criteria and conditions that are essential for the purposes of risk management, security protocols, and/or regulatory compliance. You agree that PDAX has no duty to disclose to you the details of its risk management and security procedures or its regulatory compliance that must be maintained confidential under Applicable Laws and Rules.

5. ACCESS TO THE PLATFORM

All Users may access the PDAX Platform, Services, and APIs, subject to any applicable Platform Rules, addenda or agreement. PDAX does not provide prioritized access to any User in terms of placing and fulfillment of Orders placed on the PDAX Platform. However, there may be features, such as, but not limited to cash-out and crypto withdrawal restrictions, and transaction limits, which vary depending on the User’s account level.

6. INTERRUPTIONS

a. The PDAX Platform’s electronic transaction system may be unusable temporarily or for a certain period for many reasons, such as malfunctioning telecommunications or system equipment, scheduled or unscheduled maintenance, or telecommunication network problems of PDAX or a User. An Order may be invalidated if a User’s instructions for placing an Order arrive late, or not at all, to the PDAX Platform. In addition, a User’s ability to transact may be suspended in some cases whenever there is an electronic transaction system failure.

b. If there is a sudden and severe change in the market, the retrieval of price information may be delayed, leading to discrepancies between the price information on the PDAX Platform’s electronic transaction system and the actual market prices.

c. There is the risk that a system failure may occur due to changes to the external environment, and this may disrupt your ability to execute transactions. A system failure exists when PDAX finds that a malfunction (not including obstructed network lines or problems with a customer’s computer) has clearly arisen in the system required to provide the Services, preventing Users from placing Orders through the PDAX Platform. A system failure also exists when Orders arrive late or cannot otherwise be placed. In such cases, PDAX will exert reasonable efforts to address system failures.

d. If technical reasons prevent or restrict the User’s ability to place or cancel Orders, prevent or restrict access to the PDAX Platform, or adversely affect the operation of the PDAX Platform, Order Books, or matching engines, then PDAX may, in its discretion, take one or more of the following actions in respect of the relevant portion of the PDAX Platform or one or more Order Books:

• temporarily disable depositing or withdrawing Digital Assets or Fiat Currency;
• cancel Open Orders;
• disable the ability to place new Orders, and enable Cancellation-Only Mode;
• disable sign-in to all or selected PDAX Accounts;
• disable the APIs;
• disable access to the PDAX Platform;
• take any action or measure that PDAX deems necessary, reasonable, and appropriate under the circumstances.

e. PDAX shall not be liable for lost opportunities to make profits, including those arising from emergency system maintenance, system failures, failure of the User to place Orders, and failure of PDAX to receive Orders.

f. The PDAX Platform may produce an aberrant value for the buy or sell price of a Digital Asset. If a transaction took effect based on an aberrant value due to a system failure, glitches, or a PDAX Platform failure, PDAX reserves the right to cancel the transaction, without prejudice to its other remedies and courses of action as provided in the Terms and Conditions, these Exchange Rules and any addenda or agreements applicable to you.

7. SCHEDULED DOWNTIME

PDAX may suspend Trading temporarily for maintenance or system upgrades. PDAX may follow a commercially reasonable procedure to notify the Users on the process for closing and re-opening Trading.

8. MARKET MANIPULATION AND OTHER PROHIBITED TRADING ACTIVITIES

a. Users are prohibited from engaging in certain activities that will be detrimental to the PDAX Platform and the market in general, including but not limited to market manipulation and/or prohibited trading activities (hereinafter singly referred to as “Prohibited Trading Activity”). The commission of any Prohibited Trading Activity constitutes a violation of the Terms and Conditions and these Exchange Rules. When PDAX determines, in its sole discretion, that a User has or is engaged in any Prohibited Trading Activity, PDAX shall exercise its right to immediately suspend or terminate the User's PDAX Account, and to freeze or appropriate any Digital Assets and Fiat Currency in the User's PDAX Account as compensation for costs, losses, expenses, and any other damage suffered by PDAX or any of its other Users as a result of the User’s Prohibited Trading Activity.

b. The remedies set forth in the immediately preceding paragraph shall be without prejudice to PDAX’s right to recover any Digital Assets and/or Fiat Currency which the User may have derived from the Prohibited Trading Activity should the Digital Assets and Fiat Currency in the User’s PDAX Account be insufficient for the purpose. With respect to Digital Assets, the User acknowledges that such right of recovery shall cover the value of such Digital Assets at the time PDAX suffers the loss resulting from the User’s Prohibited Trading Activity. Should the User refuse to return the Digital Assets and/or Fiat Currency derived from the Prohibited Trading Activity, thereby compelling PDAX to resort to administrative and/or judicial remedies, the User shall also be liable for all legal and ancillary costs sustained by PDAX as a result of such refusal.

c. Prohibited Trading Activities shall include, but shall not be limited to, the following:

• Market manipulation, which refers is defined as actions taken by any User or a person, by himself, or acting in concert with or on behalf of another User or person, within or outside the PDAX Platform, which are intended to:
  • deceive or mislead other Users;
  • attempt to interfere with a free, fair, and transparent market for all Users or which interferes with PDAX's normal market operations;
  • artificially control or manipulate the price or trading volume of a Digital Asset; or
  • aid, abet, enable, finance, support, or endorse any of the above.
• Churning, which refers to placing both buy and sell Orders at the same (or similar) prices to increase the price by attracting more traders.
• Pump and dump, which refers to large scale buying of any Digital Asset to create artificial sentiment around a specified Digital Asset to attract other buyers with a view to driving the Digital Asset price and volumes higher and then selling the Digital Asset at such inflated prices.
• Ramping, which refers to artificially raising the price of a Digital Asset to give the impression of trading volume and/or price increase, in order to make profit.
• Wash trading, which refers to selling and repurchasing the same Digital Asset to generate trading activity and increase the price.
• Quote stuffing, which refers to entering and withdrawing large quantities of Orders in a short space of time in an attempt to affect the market, thereby gaining an advantage over slower market participants. This may include some uses of high frequency trading programs, depending on the nature and pattern of trading.

d. The foregoing list of Prohibited Trading Activities shall not be construed to limit the authority of PDAX to exercise the rights set forth under this Section 9 to prohibit the perpetration of any other act similar or analogous to the foregoing Prohibited Trading Activities.

9. REPRESENTATIONS AND WARRANTIES

By placing an Order on the PDAX Platform, the User represents and warrants that the following statements are true, accurate and correct:

a. The Order is valid, binding, and enforceable and that all authorizations necessary to place such Order have been obtained by the User.

b. The User may not place an Order without providing the corresponding Fiat Currency or Digital Assets required to fulfill the Order once executed. The User must pre-fund every Order with the necessary Fiat Currency or Digital Assets, which shall be subject to a Hold prior to the Order being placed.

c. The User understands the potential risks of investing in Digital Assets.

d. The User shall be solely responsible for verifying information of all transaction instructions (including the correct addressing information) before sending any such instructions to PDAX. The User acknowledges that prior to placement of any Order, said User should review the amount of Digital Assets to be bought or sold; its purchase price or sale proceeds; any fees associated with such Order; and the net proceeds to be transferred to the User’s designated Third Party Account, Digital Asset account, or Fiat Currency account. Once the User submits an instruction to PDAX, such Order will be unconfirmed pending sufficient verification of the transaction by PDAX.

e. The User understands and agrees that PDAX will only process Orders, sale, or purchases of supported Digital Assets in accordance with the User’s valid instructions. PDAX does not guarantee the identity of any user, receiver, or third parties, and the sufficiency and legality of the title, custody, or possession of Digital Assets subject of an Order and/or transaction.

f. By entering and providing any instructions, Orders, or otherwise using the Services, you hereby authorize PDAX to undertake and perform each action that is designed and appropriate to execute such instructions, Order, or the intended purpose of the Services.

10. INDEMNITY AND LIMITATIONS OF LIABILITY

In addition to Section 17 (Limitation of Liability) and Section 18 (Indemnity) of the Terms and Conditions, applicable Platform Rules and unless as otherwise provided in a separate written agreement, the User agrees to fully defend, hold harmless, and indemnify PDAX or the PDAX Group from and against all claims, disputes, settlements, awards, damages, losses, expenses and costs (including legal costs) suffered or incurred by PDAX or the PDAX Group in connection with or arising from:

a. The User’s breach of its obligations or warranties or inaccuracy of its representations as conformed or incorporated in these Exchange Rules, the Terms and Conditions, Privacy Policy, all applicable PDAX Platform Rules and other relevant documents and communications;

b. Any claim or dispute between the Users acting as counterparties in the execution of any Trade or transaction, unless such claim is solely caused by the gross negligence, and willful misconduct, fraud, or breach of these Exchange Rules by PDAX; and

c. Any claim, damages, penalties or expenses arising from or in connection with any the User’s violation of the Terms and Conditions, these Exchange Rules, and/or Applicable Laws and Rules.

To the extent allowed by Applicable Laws and Rules, the User hereby agrees to fully defend, hold harmless, and indemnify PDAX and the PDAX Group, from and against all claims, disputes, settlements, awards, damages, losses, expenses and costs (including legal costs) suffered or incurred by PDAX and the PDAX Group, in connection with or arising from the execution of Orders, Trades, or similar transactions pursuant to these Exchange Rules.