Service Agreement
THIS AGREEMENT is made this ____ day of __________, ______ (the "Effective Date"), by and between ___________________________________ (the "Client") and ZooFi Labs Limited, a company incorporated in Hong Kong, operating the commerce and payments platform known as PingBusiness ("PingBusiness"). Both parties may be referred to collectively as the "Parties" and each individually as a "Party".
RECITALS
(A) PingBusiness is the operator of a commerce and payments platform through which it acquires digital products from clients and markets, offers and sells them to customers worldwide in its own name and for its own account.
(B) Client develops and supplies the Products and wishes to appoint PingBusiness to market, offer and sell the Products on the terms of this Agreement.
1. DEFINITIONS
1.1 "Applicable Law" means all laws, regulations, rules, codes, ordinances, guidelines, licensing conditions, sanctions regimes, card network rules and payment method operating rules applicable to a Party, the Platform or a sale of Products.
1.2 "Completed Sale" means a sale of a Product by PingBusiness to a Customer for which payment has been received, cleared and verified by PingBusiness, and which has not been refunded, reversed or charged back.
1.3 "Customer" means a person who purchases Products from PingBusiness through the Platform.
1.4 "Digital Asset" means a cryptographically secured digital representation of value, including stablecoins such as USDC.
1.5 "Listing" means a Product listing submitted by Client and approved by PingBusiness for sale through the Platform, including the Product description, category and Retail Price.
1.6 "Platform" means PingBusiness's commerce platform, including its checkout, payment, tax, invoicing, reporting and settlement systems.
1.7 "Products" means the digital products supplied by Client for sale by PingBusiness under this Agreement, as described in the approved Listings. Physical goods and services are excluded.
1.8 "Prohibited List" means the categories of prohibited and restricted products and activities set out in Schedule A, as updated by PingBusiness from time to time under Section 3.6.
1.9 "Platform Fee" means the fee set out in Schedule B, deducted in calculating the Client Price.
1.10 "Reserve" has the meaning given in Section 8.
1.11 "Retail Price" means the price at which a Product is offered to Customers, as set out in the approved Listing.
1.12 "Settlement Currency" means USDC, or such other currency as the Parties agree in Schedule B.
1.13 "Client Price" means, for each Completed Sale, the amount payable by PingBusiness to Client, being the Retail Price actually collected (excluding indirect taxes) less the Platform Fee and any other deductions permitted under this Agreement.
1.14 "USDC" means the U.S. dollar-referenced stablecoin known as USD Coin issued by Circle Internet Financial, LLC (or any successor issuer).
2. APPOINTMENT; SALES IN OWN NAME; PLATFORM STRUCTURE
2.1 Appointment. Client appoints PingBusiness, and PingBusiness accepts the appointment, on a non-exclusive basis, to market, offer and sell the Products to Customers worldwide (or in the territories agreed in Schedule B) through the Platform.
2.2 Sales in own name. Each sale of a Product to a Customer is made by PingBusiness in its own name, on PingBusiness's terms of sale, with PingBusiness identified on the checkout, invoice and receipt. The contract of sale for each sale is formed solely between PingBusiness and the Customer; Client is not a party to it.
2.3 Supply and licence. Each Completed Sale constitutes simultaneously (a) a supply by Client to PingBusiness of the relevant Product (or of the licence rights described below), and (b) an onward sale of that Product by PingBusiness to the Customer. For digital products, Client hereby grants PingBusiness a non-exclusive, worldwide right and licence — for which the Client Price is the consideration — to market, promote, offer, sell, sublicense to Customers, and (where applicable) deliver the Products, and to use Client's trademarks, product names, descriptions, images and other content solely for those purposes.
2.4 Operations; funds. PingBusiness operates the marketing, checkout, payment collection, taxes, invoicing, refund and chargeback processes for sales of the Products. All amounts collected from Customers are collected by PingBusiness in its own name and constitute PingBusiness's own funds as proceeds of its own sales; PingBusiness's only payment obligation to Client is to pay the Client Price for Completed Sales in accordance with this Agreement.
2.5 Platform operator; principal capacity. PingBusiness acts at all times as the operator of the Platform. In making sales through the Platform, PingBusiness acts as principal and not as agent, broker or intermediary of Client. Nothing in this Agreement creates any partnership, joint venture, employment, agency or fiduciary relationship between the Parties.
2.6 Taxes. PingBusiness is responsible for determining, charging, collecting, reporting and remitting all sales tax, value-added tax, goods-and-services tax and similar consumption taxes applicable to its sales of Products to Customers. Client's account includes a checkout location setting (default: Hong Kong) as described in the Fee Schedule; PingBusiness applies indirect taxes by reference to that setting, save where Applicable Law determines the tax treatment of a sale by reference to the Customer's location or otherwise, in which case PingBusiness may apply the treatment required by Applicable Law regardless of the setting. Client is responsible for all taxes on its own income and business and for any taxes applicable to the supply from Client to PingBusiness. PingBusiness may deduct or withhold from payments to Client any amounts it is required to deduct or withhold under Applicable Law and will provide reasonable evidence of any such withholding.
3. LISTINGS, PRODUCT APPROVAL AND FULFILMENT
3.1 Listing submission and approval. Client shall submit each Product for listing with complete and accurate information (title, description, category, Retail Price and such other information as PingBusiness requires). Each Listing is subject to PingBusiness's review and approval (which may be given through the Platform) before it may be offered for sale. PingBusiness may decline, suspend or remove any Listing at any time, acting reasonably, for risk, compliance, legal, reputational or commercial reasons.
3.2 Retail Price. The Retail Price for each Product is set out in the approved Listing and may be updated by Client through the Platform. Changes to material Product characteristics, product category, business model or jurisdictions served require a new or amended Listing and may trigger re-review by PingBusiness.
3.3 Fulfilment. Client shall deliver and fulfil each Product to the relevant Customer promptly upon PingBusiness's notification of a Completed Sale (including by automated notification or webhook), acting as PingBusiness's fulfilment partner for that sale. Failure to fulfil is a material breach; PingBusiness may refund the affected Customer and recover the corresponding amounts from Client under Sections 8 and 9.
3.4 Customer service. PingBusiness handles Customer payment, billing, invoicing, refund and chargeback enquiries. Client shall provide product-level support to Customers (functionality, access, technical assistance) to a professional standard and within [2] business days of a request.
3.5 Records. Client shall keep complete and accurate records relating to the Products, fulfilment, Customer support and compliance matters for at least the period required by Applicable Law or by PingBusiness's record-retention requirements, and shall provide such records to PingBusiness upon reasonable request.
3.6 Policies. PingBusiness may amend, supplement or issue operational rules, policies or compliance requirements relating to the Platform (including the Prohibited List), provided such changes are reasonably necessary to reflect changes in law, card network rules, processor requirements, banking or conversion partner requirements, fraud controls or business operations.
4. CLIENT REPRESENTATIONS, WARRANTIES AND PRODUCT COMPLIANCE
4.1 Client represents, warrants and undertakes to PingBusiness, on a continuing basis and as deemed repeated at the time of each sale of a Product, that:
(a) the Products are lawful in Hong Kong and in each jurisdiction in which they are offered, sold or delivered, and their sale through the Platform does not violate any Applicable Law;
(b) Client holds, and will maintain throughout the term, all licences, permits, registrations and consents required to develop, supply and permit the sale of the Products through the Platform;
(c) the Products conform in all material respects to their Listings, descriptions and marketing materials, are genuine and not counterfeit, and are of the nature, category and quality disclosed to and approved by PingBusiness; Client shall not supply through the Platform any product or service materially different from what has been disclosed to and approved by PingBusiness;
(d) Client owns or controls all rights necessary to grant the licence in Section 2.3, and the Products and all content provided by Client do not infringe any intellectual property or other proprietary rights of any third party;
(e) none of the Products falls within the Prohibited List;
(f) neither Client nor any of its directors, officers, ultimate beneficial owners or affiliates is subject to sanctions administered or enforced by Hong Kong, the United Nations, the United States (including OFAC), the European Union or the United Kingdom, or is located, organised or resident in a comprehensively sanctioned country or territory, and Client will not use the Platform for the benefit of any such person;
(g) all information provided to PingBusiness is and will remain true, accurate and complete; and
(h) Client will promptly notify PingBusiness in writing if any of the foregoing ceases to be true.
4.2 Any material change to the Products, product categories, delivery model or jurisdictions served requires PingBusiness's prior written approval.
4.3 Any breach of this Section 4 is a material breach of this Agreement entitling PingBusiness to immediately suspend Listings and sales, withhold payment, and/or terminate this Agreement under Section 15, without prejudice to PingBusiness's rights under Section 13 (Indemnity) and at law.
5. MARKETING AND PROMOTION
5.1 PingBusiness marketing. PingBusiness has the right (but not the obligation), at its own cost and discretion, to market, promote and make available the Products through such channels as it considers appropriate, using the licence granted in Section 2.3.
5.2 Client promotion. Client may, at its own cost, promote the availability of its Products on the Platform, including via search engine optimisation (SEO), paid search, display ads, social media, email and other channels, provided that all such activities comply with this Agreement and Applicable Law.
5.3 Client shall not bid on or optimise for PingBusiness's name, trademarks, or confusingly similar terms in paid search or other keyword-based advertising, except as expressly authorised in writing, and shall not register domain names or social media handles that incorporate or mimic PingBusiness's trademarks or suggest an official channel of PingBusiness.
5.4 Client shall ensure that promotional content relating to the Products or the Platform: (i) does not contain false or exaggerated claims; (ii) does not infringe third-party intellectual property; and (iii) complies with applicable advertising standards, competition rules and consumer protection laws. PingBusiness may require removal or modification of content it reasonably considers unlawful, non-compliant, misleading, or damaging to its reputation or the Platform's integrity.
5.5 Use of affiliates and influencers. If Client appoints affiliates, referral partners or influencers, Client shall ensure all such partners operate under written agreements covering truthful advertising, disclosure of affiliate relationships, prohibited tactics, and compliance with applicable advertising and privacy laws. Client is responsible for marketing carried out on its behalf; any breach by such third parties is treated as a breach by Client, and Client shall indemnify PingBusiness for resulting claims, penalties or losses.
6. CLIENT PRICE; FEES
6.1 Client Price. For each Completed Sale, PingBusiness shall pay Client the Client Price, being the Retail Price actually collected from the Customer (excluding indirect taxes) less: (a) the Platform Fee of 5% of the Retail Price (excluding indirect taxes); (b) a chargeback fee of US$15 per chargeback or payment dispute, which applies regardless of the outcome of the dispute; and (c) any other deductions permitted under this Agreement (including under Sections 8 and 9). No monthly platform fee or setup fee applies.
6.2 No payment obligation arises in respect of any sale that is not a Completed Sale, or to the extent a sale is subsequently refunded, reversed or charged back (in which case Section 9 applies). For the avoidance of doubt, the Platform Fee is not charged on refunded, reversed or charged-back sales.
6.3 PingBusiness is authorised to deduct all amounts owed by Client under this Agreement from Client Price payments, the Reserve, or Client's designated account.
6.4 All fees are exclusive of taxes. PingBusiness may revise the fees in Schedule B on not less than 30 days' written notice; Client's continued use of the Platform after the effective date constitutes acceptance.
7. PAYMENT TO CLIENT; STABLECOIN SETTLEMENT
7.1 Payment timing. PingBusiness will pay accrued Client Price amounts, net of the Reserve and other permitted deductions, within [__] business days after the corresponding Customer funds have been received and cleared from the relevant payment method, subject to the terms of this Agreement and to any minimum settlement amount and new-account holding period set out in Schedule B.
7.2 Settlement Currency. Payment is made in the Settlement Currency elected in Schedule B. Where the Settlement Currency is USDC or USDT, conversion of fiat into the Settlement Currency is executed through a duly licensed third-party conversion partner at the prevailing market rate at the time of conversion [rate source to be specified in Schedule B], and applicable conversion and blockchain network fees will be deducted or charged as set out in Schedule B.
7.3 Client wallet. Client is solely responsible for designating and maintaining an accurate and compatible Digital Asset wallet address, and for the custody and security of its wallet and private keys. Transfer of the Settlement Currency to Client's designated wallet address constitutes full and final payment of the relevant amounts. Client acknowledges that transfers of Digital Assets are irreversible once broadcast to the relevant network, and PingBusiness shall have no liability for losses arising from Client's provision of an incorrect or incompatible wallet address, loss of private keys, or compromise of Client's wallet.
7.4 Digital Asset risks. Client acknowledges that Digital Assets involve risks, including deviation from any reference peg, issuer or reserve risk, protocol or network failure, and congestion. Client bears all risk associated with the Settlement Currency at all times, including prior to, during, and after any transfer initiated by PingBusiness to Client's designated wallet address, and for the entire period during which Client holds, receives, converts, or otherwise deals with the Settlement Currency. PingBusiness makes no representation or warranty as to the value, stability, liquidity or convertibility of any Digital Asset at any time, and shall have no liability whatsoever arising out of or in connection with the Settlement Currency, including any loss arising from network delay, failed or dropped transactions, depeg events, issuer insolvency, wallet incompatibility, or any other cause, whether before, during or after payment.
7.5 Fallback. If payment in the Settlement Currency becomes unlawful, impracticable or unavailable (including by reason of the requirements of any regulator, bank or conversion partner), or if the Settlement Currency deviates from its reference peg by more than 5%, PingBusiness may, at its sole discretion, pay the relevant amounts in Hong Kong dollars or United States dollars at the exchange rate determined by PingBusiness at the time of payment. Such payment shall fully discharge PingBusiness's payment obligation, and PingBusiness shall have no liability for any loss arising from any fluctuation in the value of the Settlement Currency.
7.6 PingBusiness will make available to Client periodic reporting of sales, fees, deductions and payments.
8. RESERVE; SET-OFF; NEGATIVE BALANCE
8.1 PingBusiness may establish and maintain a rolling reserve (the "Reserve") of []% of accrued Client Price amounts, held for [] days, and may adjust the amount or duration of the Reserve or delay payment on written notice where reasonably required by Client's risk profile, refund or chargeback history, product category, sales patterns, or the requirements of PingBusiness's banking, processing or conversion partners.
8.2 Client acknowledges that, because payments in Digital Assets are irreversible while Customer payments remain subject to refund and chargeback for extended periods, the Reserve and the payment timing in this Agreement are a condition of payment in the Settlement Currency.
8.3 PingBusiness may set off against any payment or the Reserve any amounts Client owes under this Agreement, including refund and chargeback recoveries, fees, fines, penalties and indemnity amounts.
8.4 If amounts owed by Client exceed the available payments and Reserve, Client shall pay the shortfall within [7] days of written demand.
8.5 PingBusiness may retain the Reserve for up to [180] days after termination or expiry of this Agreement to cover refunds, chargebacks, fines and other trailing liabilities, after which any unused balance will be released to Client.
9. REFUNDS AND CHARGEBACKS
9.1 PingBusiness manages Customer refunds, chargebacks and payment disputes in accordance with its published terms of sale, Applicable Law, card network rules and the Refund and Chargeback Policy, and may grant refunds where required by law, network rules or its reasonable customer-protection policies. Without limiting the foregoing, Client authorises PingBusiness to issue a refund of any sale, at PingBusiness's discretion, within 60 days of the purchase, in the circumstances described in the Refund and Chargeback Policy.
9.2 Where a sale is refunded, reversed or charged back, the corresponding Client Price ceases to be payable and, if already paid, shall be repaid by Client (or set off by PingBusiness under Section 8.3), together with the applicable chargeback fee in the case of a chargeback or payment dispute. If a dispute is resolved in Client's favour, the deducted Client Price is re-credited (the chargeback fee is not).
9.3 Client shall provide responsive evidence, records and cooperation in relation to any dispute or chargeback within [7] days of PingBusiness's request.
9.4 If the combined rate of chargebacks and fraud reports attributable to Client's Products in any month approaches 0.65% of settled transactions, PingBusiness will notify Client and may require remediation measures; if it exceeds 0.9%, PingBusiness may increase the Reserve, impose additional fees, suspend or remove Listings; and if it reaches or exceeds the thresholds of any card network monitoring program (currently 1.5% under the Visa Acquirer Monitoring Program and Mastercard's excessive chargeback program), or otherwise exposes PingBusiness or its payment partners to network fines or monitoring, PingBusiness may suspend the account or terminate this Agreement.
10. ONBOARDING, KYB AND FINANCIAL CRIME COMPLIANCE
10.1 Client's participation on the Platform is conditional upon successful completion of PingBusiness's onboarding and verification procedures, including business verification (KYB) for entities, government-ID verification of the individual account owner, and sanctions and anti-money laundering screening, which may be performed by PingBusiness or through third-party verification providers. PingBusiness may in addition require, at any time, identification of and information about Client's directors, shareholders or ultimate beneficial owners where it reasonably considers this necessary for risk or compliance purposes.
10.2 Client shall provide all due-diligence information and documents reasonably requested, and shall promptly notify PingBusiness of any change in its ownership, control, directors, legal form or business model.
10.3 PingBusiness conducts ongoing screening and monitoring and may suspend Listings, withhold payment, or terminate this Agreement where PingBusiness reasonably determines this is required to comply with anti-money laundering, counter-terrorist financing or sanctions obligations or other Applicable Law, or with the requirements of its banking, processing or conversion partners.
11. CUSTOMER DATA; DATA PROTECTION
11.1 PingBusiness owns the Customer transaction relationship and associated transaction data. PingBusiness will share with Client the Customer data reasonably necessary for fulfilment and product support, and Client shall process such data solely for those purposes and in accordance with Applicable Law and PingBusiness's instructions.
11.2 Each Party shall comply with the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong and all other applicable data protection laws in connection with personal data collected, used or otherwise processed under this Agreement, and shall provide all required notices and obtain all required consents.
12. REPRESENTATIONS AND WARRANTIES; AUTHORITY
12.1 Each Party represents and warrants that it has the authority to enter into this Agreement, and that by doing so it is not violating any other agreement to which it is a party.
12.2 If the individual accepting this Agreement or operating the account does so on behalf of a company or other legal entity, that individual represents and warrants that they are duly authorised to accept this Agreement for the entity and to bind it to this Agreement and to instructions given through the account (including Listings, settlement instructions, and designation or change of any wallet address), and the entity is bound by this Agreement as if it had accepted it directly. PingBusiness enters into this Agreement and acts on account instructions in reliance on this warranty, and may at any time require evidence of authority (including a certified board resolution or equivalent) and may suspend the account, decline instructions, or withhold settlement until such evidence is provided to its satisfaction.
12.3 If the authority warranted in Section 12.2 is lacking or invalid, the accepting individual shall be deemed to have accepted this Agreement in their personal capacity, shall be personally liable — jointly and severally with the entity, to the extent the entity is bound — for all obligations and liabilities arising under this Agreement or from use of the account, and shall indemnify PingBusiness against all losses, claims and expenses arising from the lack of authority. Only one individual may be recorded as the owner of Client's account; any change of account owner requires PingBusiness's prior approval and completion of identity verification by the incoming account owner.
13. INDEMNITY
13.1 Each Party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other Party and its respective affiliates, officers, directors, employees, agents and representatives (collectively, the "Indemnified Party") from and against any and all third-party claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, penalties, fines, costs and expenses, including reasonable legal fees and disbursements, directly arising out of or resulting from: (a) a breach of this Agreement by the Indemnifying Party; (b) the negligence, fraud, wilful misconduct, or unlawful act or omission of the Indemnifying Party or its personnel; or (c) the Indemnifying Party's violation of any Applicable Law or third-party rights.
13.2 Without limiting Section 13.1, Client shall indemnify, defend and hold harmless PingBusiness and its affiliates, officers, directors, employees, agents and service providers from and against any and all claims, chargebacks, fines, penalties, losses, liabilities and expenses arising out of or relating to: (a) the Products, including their legality, quality, safety or fitness; (b) any breach of Section 4 (Client Representations, Warranties and Product Compliance); (c) Client's representations, advertising, marketing or Customer support; (d) any claim that the Products or Client's content infringe any intellectual property or other proprietary rights of a third party, or that the licence in Section 2.3 was not validly granted; (e) Client's failure to fulfil a Completed Sale; or (f) Client's failure to comply with Applicable Law or PingBusiness's reasonable operating requirements.
13.3 The indemnification obligations in this Section shall not apply to the extent that the relevant claim, loss or liability was caused by the negligence, wilful misconduct or breach of this Agreement by the Indemnified Party.
14. LIMITATION OF LIABILITY
14.1 In no event shall either Party be liable for any indirect, incidental, special, consequential, exemplary or punitive damages of any kind, including any loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss of data, or business interruption, whether arising in contract, tort, negligence, strict liability, statute or otherwise, even if advised of the possibility of such damages.
14.2 Except for liabilities that cannot lawfully be excluded or limited under Applicable Law, and excluding Client's obligations under Sections 9 and 13.2, which shall be unlimited and not subject to any cap, the aggregate liability of either Party arising out of or in connection with this Agreement, whether in contract, tort, negligence, misrepresentation, strict liability or otherwise, shall not exceed the total Platform Fees paid or payable under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim. For the avoidance of doubt, PingBusiness's liability to Client under this Agreement shall in no event exceed the total Platform Fees paid during the same period, and PingBusiness shall have no liability for any loss of profits, revenue, business opportunity or goodwill suffered by Client.
14.3 Client acknowledges that PingBusiness's obligations are limited to those expressly set out in this Agreement, and PingBusiness makes no warranty or guarantee regarding uninterrupted availability of the Platform, error-free processing, sales volume, business results, or compatibility with any third-party systems, except as expressly provided in this Agreement.
14.4 PingBusiness shall have no liability for any change in the market value of any Digital Asset, or for the acts or omissions of any blockchain network, protocol or Digital Asset issuer, after payment has been made in accordance with Section 7.
15. TERM AND TERMINATION
15.1 This Agreement shall commence on the Effective Date and continue for a period of one (1) year, and thereafter shall automatically renew for successive one (1) year terms unless either Party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term.
15.2 Either Party may terminate this Agreement upon breach by the other Party, provided the breaching Party is given written notice and fails to cure the breach within thirty (30) days; PingBusiness may terminate immediately on written notice for a breach of Section 4 or Section 10, or where required by Applicable Law or by its banking, processing or conversion partners.
15.3 PingBusiness may suspend particular Listings, Products, geographies, payment methods or payments where reasonably necessary for risk, fraud, compliance, legal, technical, banking, processor, tax or reputational reasons.
15.4 Upon termination or expiry: (a) PingBusiness will cease offering the Products for new sales, save for winding-down activities; (b) the licence in Section 2.3 continues to the extent necessary for PingBusiness to complete in-flight sales, refunds and Customer obligations; (c) PingBusiness will pay remaining Client Price amounts subject to Sections 8 and 9; (d) accrued rights and obligations survive; and (e) Sections 2.6, 4, 6, 8, 9, 11, 12, 13, 14, 16, 17 and 18 and this Section 15.4 survive termination.
16. CONFIDENTIALITY
16.1 Both Parties agree to keep confidential any information received from the other Party that is marked as confidential or that would reasonably be considered confidential, and to use such information only for the purposes of this Agreement.
17. DISPUTE RESOLUTION
17.1 The Parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement by negotiation between senior representatives. Any dispute not resolved within [30] days shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong, the number of arbitrators shall be one, and the language of the arbitration shall be English.
18. GOVERNING LAW
18.1 This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region ("Hong Kong"), without regard to any choice or conflict of law rules that would result in the application of the laws of any other jurisdiction.
19. GENERAL
19.1 Notices. All notices under this Agreement shall be in writing and delivered by hand, courier or email to the addresses designated by each Party, and are effective on receipt.
19.2 Assignment. Client may not assign or transfer this Agreement without PingBusiness's prior written consent. PingBusiness may assign this Agreement to an affiliate or in connection with a merger, reorganisation or sale of business on written notice to Client.
19.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.
19.4 No waiver. No failure or delay in exercising any right constitutes a waiver of that right.
19.5 Counterparts; electronic signature and acceptance. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original. This Agreement may also be accepted electronically: Client's ticking of the acceptance checkbox at account registration or application submission, as logged by PingBusiness, constitutes Client's signature and acceptance of this Agreement.
19.6 Entire agreement. This Agreement (including its Schedules and the PingBusiness Acceptable Use Policy, Fee Schedule, Refund and Chargeback Policy and Privacy Policy, each as updated from time to time, which are incorporated by reference into and form part of this Agreement) constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, whether written or oral. In the event of conflict, the main body of this Agreement prevails, followed by Schedule B, then the incorporated policies.
By signing below, both Parties acknowledge that they have read, understood, and agreed to the terms and conditions of this Agreement.
Signature:
Client's Name:
Signer's Name:
Date:
SCHEDULE A — PROHIBITED AND RESTRICTED PRODUCTS AND ACTIVITIES
The categories of prohibited and restricted products and activities are set out in the PingBusiness Acceptable Use Policy, as published and updated by PingBusiness from time to time under Section 3.6, which is incorporated into this Agreement and constitutes the Prohibited List. Only digital products may be sold through the Platform; physical goods and services of any kind are prohibited.
SCHEDULE B — COMMERCIAL TERMS
Territories: [Worldwide / specify: ________]
Platform Fee: 5% of the Retail Price (excluding indirect taxes) per Completed Sale
Monthly platform fee: None
Chargeback fee: US$15 per chargeback or payment dispute
Settlement Currency: [USDC]
Payment timing: [T+____] business days after cleared funds
Minimum settlement amount: [US$50 equivalent]
New-account settlement holding period: [____ days]
Rolling Reserve: []% of accrued Client Price, held for [] days
Conversion rate source: [________]
Conversion / network fees: [________]
Client designated wallet address (Settlement Currency): ______________________________
Client designated bank account (fallback payment): ______________________________